Exhibit 10.3

                     EXISTING SHAREHOLDERS RIGHTS AGREEMENT

     THIS EXISTING  SHAREHOLDERS RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered  into  effective  as of the 31st day of  March,  2000 by and  among  TSI
HANDLING,   INC.  d/b/a  DYNA-CAM  ENGINE  CORPORATION,   a  Nevada  corporation
("DYNA-CAM"),  TSI CAPITAL CORP., a Nevada  corporation  ("TSI") and Patricia J.
Wilks and Dennis C. Palmer ("CONTROLLING SHAREHOLDERS").

                                    RECITALS:

     A. Prior to the effective date hereof,  TSI held the majority of the issued
and outstanding common stock of Dyna-Cam.

     B. In connection with the acquisition of the assets and certain liabilities
of Dyna-Cam Engine Corporation,  a California  corporation  ("DCEC"),  effective
March 31, 2000, the Controlling  Shareholders  hold a majority of the issued and
outstanding stock of Dyna-Cam.

     C.  As a  condition  to  the  acquisition,  Dyna-Cam  and  the  Controlling
Shareholders agreed to grant certain rights to TSI and all other shareholders of
Dyna-Cam  of  record  immediately  preceding  the  acquisition  (the  "OLD  TSIH
SHAREHOLDERS").

     D. As contemplated in connection with the acquisition, Dyna-Cam proposes to
offer  (the  "SERIES A  OFFERING")  up to  6,000,000  shares of its Series A 10%
Cumulative Convertible Preferred Stock (the "SERIES A PREFERRED").

     E. The parties  hereby enter into this Agreement to set forth the terms and
conditions of such rights.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the terms and  conditions set forth
herein, the parties hereby agree as follows:

1.   ANTI-DILUTION.

     (a) Except as  provided  in (c) below,  in the event  Dyna-Cam  shall issue
additional  shares  of its  common  stock  ("COMMON  STOCK")  or any  securities
convertible   into  or   exercisable   for  its  Common  Stock   ("COMMON  STOCK
EQUIVALENTS")  without  consideration or for a consideration per share less than
the effective "CONVERSION PRICE" for the Series A Preferred (as determined under
the Certificate of Designation establishing the Series A Preferred) in effect on
the date of and immediately prior to such issuance,  then and in such event each
of the Old TSIH  Shareholders  shall be issued the number of new shares equal to
the Adjusted  Shares (as defined below) minus the Old Shares (as defined below).
For purposes of any calculation hereunder, the "ADJUSTED SHARES" shall equal (i)
the Old Shares  multiplied by (ii) the quotient derived by dividing the previous
Conversion  Price by the adjusted  Conversion  Price  resulting from the subject
issuance (all as determined  under the  Certificate of Designation  establishing
the Series A  Preferred).  The "OLD SHARES"  shall equal the number of shares of
Common Stock held by the Old TSIH  Shareholders as of the effective date of this
Agreement, and as adjusted from time to time hereunder.
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     (b) Any Additional  Shares issued hereunder shall be issued to the Old TSIH
Shareholders  of  record  as of the  date of any  event  causing  an  adjustment
hereunder  and  related  solely to the number of shares of Common  Stock held on
such date.

     (c) No  adjustment  for any issuance  shall be made under this Section 1 if
the Conversion Price of the Series A Preferred is not adjusted.

     (d) The provisions of this Section 1 shall remain in effect only so long as
any Series A Preferred remains outstanding.

2.   DIRECTOR REMOVAL AND APPOINTMENT

     (a) If Dyna-Cam's  total  cumulative  revenue earned through March 31, 2002
does not equal or exceed an amount equal to  $2,500,000  plus an amount equal to
1.5 multiplied by the liquidation  value of the outstanding  Series A Preferred,
TSI shall  have the  right to remove  one  member of the Board of  Directors  of
Dyna-Cam  elected  by the  holders  of the Common  Stock,  and to  replace  such
director with a person of its choice.

     (b) If Dyna-Cam's  total  cumulative  revenue earned through March 31, 2003
does not equal or exceed an amount equal to  $7,500,000  plus an amount equal to
4.5 multiplied by the liquidation  value of the outstanding  Series A Preferred,
TSI shall have the right to remove all members of the Board of Directors elected
by the holders of the Common Stock,  and to replace such  directors with persons
of its choice.

3.   VOTING AGREEMENT.

     The  Controlling  Shareholders  shall vote their shares of Dyna-Cam  Common
Stock  in  accordance  with  the  terms  of this  Agreement.  In the  event  the
Controlling  Shareholders  fail to vote their  shares of Dyna-Cam in  accordance
with this  Agreement,  Michael S. Williams,  or such other person  designated by
TSI, is hereby  appointed proxy to vote such shares on behalf of the Controlling
Shareholders.  The  appointment  as proxy  hereunder is a power  coupled with an
interest and shall be irrevocable throughout the term of this Agreement.

4.   TSI AS AGENT.

     For all purposes of this Agreement,  TSI shall act on its own behalf and as
agent for the additional Old TSIH  Shareholders and their transferees of record.
TSI is and shall be  authorized  to amend or terminate  any  provisions  of this
Agreement as it determines, in its sole discretion subject to business judgment,
to be for the benefit of the Old TSIH Shareholders.

5.   GOVERNING LAW; VENUE

     Except to the extent  corporate  governance  provisions  are subject to the
Nevada  General  Corporation  Law,  this  Agreement  shall  be  governed  by and
construed in accordance with the laws of the State of Arizona, without reference
to choice of law principles. Jurisdiction and venue for any litigation resulting
from any dispute over the provisions of this Agreement shall reside  exclusively
with the federal and state courts sitting in Maricopa County, Arizona.

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<PAGE>
6.   SEVERABILITY

     If any term or  provision  of this  Agreement  shall be found by a court of
competent jurisdiction to be invalid,  illegal or otherwise  unenforceable,  the
same shall not effect the other terms or provisions  hereof or the whole of this
Agreement,  but such term or  provision  shall be deemed  modified to the extent
necessary in the court's  opinion to render such term or provision  enforceable,
and the rights and  obligations  of the parties  shall be construed and enforced
accordingly,  preserving  to the  fullest  permissible  extent  the  intent  and
agreements of the parties herein set forth.

7.   COMPLETE AGREEMENT; AMENDMENT

     This  Agreement  sets forth the entire  understanding  between  the parties
hereto and supercedes all prior  agreements,  arrangements  and  communications,
whether oral or written,  with respect to the subject  matter  hereof.  No other
agreements,  representations,  warranties  or  other  matters,  whether  oral or
written,  shall be deemed to bind the parties hereto with respect to the subject
matter  hereof.  This  Agreement  may not be modified  or amended  except by the
mutual written agreement of the parties.

     IN WITNESS  WHEREOF,  the parties have duly executed  this  Agreement to be
effective as of the day and year first above written.


                                         DYNA-CAM:

                                         TSI HANDLING, INC. d/b/a
                                         DYNA-CAM ENGINE CORPORATION

                                         By /s/ Patricia J. Wilks
                                            ------------------------------------
                                            Patricia J. Wilks
                                            President


                                         TSI:

                                         TSI CAPITAL CORP.


                                         By /s/ Michael S. Williams
                                            ------------------------------------
                                            Michael S. Williams
                                            President


                                         CONTROLLING SHAREHOLDERS:

                                         /s/ Patricia J. Wilks
                                         ---------------------------------------
                                         Patricia J. Wilks

                                         /s/ Dennis C. Palmer
                                         ---------------------------------------
                                         Dennis C. Palmer

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