Exhibit 10.14


NEW HOLLAND NORTH AMERICA, INC.


DEALER SECURITY AGREEMENT











DEALER
SECURITY AGREEMENT


THE
undersigned NEW HOLLAND NORTH AMERICA, INC., a
Delaware corporation having offices at New Holland, Pennsylvania, (hereinafter
called Company) as secured party and the undersigned Dealer (hereinafter called
Dealer) as debtor, intending to be legally bound, hereby agree as follows:


1.                                       It
is anticipated that Company in its continuing sole discretion, from time to
time may sell its goods on credit to Dealer.  Dealer agrees to pay Company for such goods in
the manner at the times prescribed in the Terms of Sale in effect at the time
of sale.


2.                                       In
order to induce Company to make such sales, Dealer hereby grants to Company a
security interest under the Uniform Commercial Code in the collateral described
in Paragraph 3 below to secure all present and future obligations and
liabilities of Dealer to Company, including but not limited to contingent
liabilities and future advances made for taxes, levies and repairs to or
maintenance of the collateral (all of which obligations and liabilities
together are herein called the “indebtedness”).


3.                                       The
word collateral, as used in this Agreement, shall mean:  Debtor’s entire inventory now owned or
hereafter acquired by Debtor from Secured Party of repair parts for new and
used agricultural equipment, construction equipment, other machinery and
equipment, and industrial equipment; supplies, twine and wire; and the proceeds
of the foregoing.


4.                                       Dealer
represents and warrants that:  (a) at the
time Company’s security interest attaches with respect to any collateral, the
Dealer shall be the owner of said collateral with good right to sell, transfer,
assign or pledge the same, free from any lien, security interest, encumbrances
or other right, title or interest, other than that of Company; and (b) all of
Dealer’s places of business are at the locations(s) identified on the last page
of this document.  The Dealer shall
advise Company in writing prior to the discontinuance of or the establishment
of any place of business or the change of location of any place or places of
business of Dealer.  If Dealer is a
corporation, Dealer also represents and warrants that it is duly organized and
existing under the laws of its state of incorporation’s, is duly qualified and
in good standing in every other jurisdiction where the conduct of its business
requires such qualification, and the execution, delivery and performance hereof
are within its corporate powers, have been duly authorized and do not violate
any law or the terms of the Dealer’s certificate of incorporation, by-laws or
any indenture or agreement to which it is a party.


5.                                       The
security interest in each item of the collateral secures the entire
indebtedness of the Dealer to Company from time to time outstanding, and all of
the collateral shall remain security for the unpaid balance of such
indebtedness regardless of individual times of payment as to portions thereof,
and such security interest shall continue in any unsold items even though the
Dealer may have paid the purchase price of any such item or items.


6.                                       When
and to the extent requested by Company at any time, Dealer shall, promptly upon
receipt, deliver to Company (or to a bank designated by Company for deposit in
an 











account controlled by Company) all cash proceeds, consisting of money,
checks and the like, in the exact form in which they are received, and to
evidence Company’s rights hereunder, assign or endorse such proceeds to
Company.  Company shall have the right to
collect or otherwise deal with proceeds at any time.  Company, in its discretion, may apply such
cash proceeds to the payment of any indebtedness of Dealer to Company (whether
or not the same shall then be due) or may release such cash proceeds to Dealer
for use in the operation of Dealer’s business.


7.                                       When
requested by Company, Dealer shall execute in favor of Company or its assignee,
a note or notes or other instrument or instruments, in form satisfactory to
Company, evidencing all indebtedness due from Dealer to Company or its assignee
or the title or security interest of Company or its assignee in the collateral.


8.                                       The
Dealer shall keep accurate books and records of account in accordance with
recognized accounting practices.  Within
90 days after the end of the Dealer’s fiscal year, and at such other times as
Company may request, the Dealer shall furnish Company with full and complete
financial and operating statements in the form satisfactory to Company and
containing such information as Company may require.  The Dealer shall also furnish Company at any
time upon request, full information regarding collateral on hand, collateral
sold and any contracts or agreements affecting such collateral.  The Dealer shall also furnish Company
promptly, without request, true and complete copies of all settlement sheets,
or like documents, in all transactions involving goods received in trade for
collateral and such settlement sheets shall adequately describe such trade-ins
by make, model, type and serial numbers. 
Company shall have the right at any reasonable time or times during the
Dealer’s regular hours to audit Dealer’s financial books and records and to
inspect and take inventory of the collateral.


9.                                       Dealer
shall give Company written notice by certified mail, return receipt requested,
(addressed to Company at its Branch Office serving Dealer’s account) setting
forth all items of debit or credit disputed by Dealer.  Such notice shall be mailed within 60 days
after the date of each monthly Statement of Account sent by Company to
Dealer.  Dealer agrees that the Statement
is correct and binding unless the Dealer has mailed the required notice.


10.                                 The
Dealer shall:


(a)                                  take
good care of all collateral and provide adequate storage facilities to protect
the collateral;


(b)                                 keep
the collateral free from all other liens, encumbrances, security interests,
charges and claims whether contractual or imposed by operation of law, and
shall not remove the collateral from Dealer’s places of business, except in
ordinary course of Dealer’s retail business, without the prior written consent
of Company;


(c)                                  notify
Company of any levy or attachment on the whole or any part of the collateral as
promptly as possible on the day the levy or attachment is made, and 











the Dealer shall cause the levy or attachment to be dissolved within
three (3) days of any request by Company to do so;


(d)                                 insure
and keep insured all items of inventory collateral consisting of goods which
have been paid for in full, but not resold, from loss or destruction by fire,
windstorm and such other perils stipulated by Company in an amount not less
than the full insurable value thereof, with appropriate endorsement to secure
Company, the Dealer and any assignee of Company as their interest shall appear,
and


(e)                                  pay
when due all taxes, license fees and charges of any kind whatsoever that may be
assessed or charged on or against any of the collateral, or the sale or use
thereof, at any time on or after the date of the delivery of collateral to the
Dealer.


If the Dealer allows any
lien or encumbrance to attach to the collateral, or fails to insure or pay such
taxes, license fees, and charges, Company, without obligation to do so, may
discharge such lien or encumbrance, obtain such insurance, and pay such taxes,
license fees and charges, and the Dealer shall reimburse Company promptly for
all money so paid out together with interest at the highest contract rate or
ten percent (10%) per annum, whichever is lower.  The amounts so paid by Company shall be
deemed conclusive as to the amounts properly payable, and such amounts shall be
secured hereunder.


11.                                 The
occurrence of any of the following shall, at the option of Company and without
notice or demand, constitute an event of default by the Dealer hereunder:


(a)                                  failure
of Dealer to pay promptly when due any present or Mute indebtedness owing to
Company by Dealer,


(b)                                 failure
of the Dealer to observe or perform any obligation of the Dealer hereunder or
any obligation of the Dealer under any other present or future agreement
between the Dealer and Company,


(c)                                  Company’s
learning that any representation or warranty of Dealer or information furnished
Company by Dealer now or in the future is false or misleading,


(d)                                 any
assignment by the Dealer for the benefit of creditors,


(e)                                  the
Dealer ceases to do business,


(f)                                    Company’s
believing in good faith that the prospect of payment of any indebtedness
secured hereby is impaired, or,


(g)                                 the
commencement by or against the Dealer of any proceeding relating to the
bankruptcy, insolvency or reorganization of the Dealer or relating to the
arrangement or adjustment of obligations of the Dealer.


12.                                 If
any event of default hereunder occurs, Company, without notice or demand, may
declare immediately due and payable all indebtedness secured hereby, may immediately
declare this agreement terminated, take immediate possession of the collateral
by any method permitted by law and exercise any one or more other rights and
remedies Company may have at law or in equity, including but not limited to
rights and remedies of a secured party under the Uniform Commercial Code.  The Dealer shall pay to the 











extent permitted by law all expenses of protecting and enforcing
Company’s rights, including court costs and reasonable attorney’s fees.


13.                                 The
rights of Company hereunder are cumulative and the exercise of any one right is
not an election or waiver of the power to exercise any other right.  Waiver of any default hereunder is not a
waiver of any prior or subsequent default. 
Action against a guarantor, if any, is not an election or waiver of the
right to proceed against the Dealer.


14.                                 This
agreement is not assignable by Dealer. 
However, all the rights and privileges of Company under this agreement
shall inure to the benefit of its successors and assigns.  All words used herein shall be construed to
be of such gender or number as the circumstances require.


15.                                 This
agreement may be terminated by either party giving the other thirty (30) days’
written notice of intention to terminate, mailed by certified or registered
mail, return receipt requested, as follows: 
to the Dealer at any of the addresses shown, below, and to Company at
its Branch Office location serving the dealer’s account; but no such
termination shall in any way affect the rights and liabilities of the parties
hereunder accrued or incurred prior to the date named in such notice.


16.                                 If
this agreement is made in Colorado, Delaware, Illinois, Maryland or
Pennsylvania, the Dealer hereby irrevocably authorizes an attorney-at-law, at
any time after any part of the indebtedness is due, whether by acceleration or
otherwise, to appear for the Dealer as of any term and confess judgment without
process against the Dealer for the entire indebtedness, to waive all errors and
rights to review such judgment, and to consent to immediate execution on such
judgment, hereby waiving the benefit of any and all stay or exemption laws.


PRINCIPAL
LOCATION (PHYSICAL LOCATION) OF PROSPECTIVE DEALERSHIP


	
  2000 E Main Ave.

  	
   

  	
   

  
	
   

  	
  (Complete street address)

  	
   

  
	
  West Fargo

  	
   

  	
  ND

  	
  58078

  
	
   

  	
  (City)

  	
   

  	
  (State)

  	
  (Zip Code)

  
					



 


OTHER
LOCATION (PHYSICAL LOCATION)


OF
BUSINESS OF PROSPECTIVE DEALER


 


 


 


(Complete street address)


 


 


 


	
  

  	
  (City)

  	
  (State)

  	
  (Zip Code)

  



 











 


	
  Type of Entity:  Corporation

  	
  By:

  	
  Titan Machinery
  Inc.

  
	
   

  	
   

  	
  (Dealer Trade
  Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J.
  Meyer

  
	
   

  	
   

  	
  (Authorized
  Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4/14/03

  
	
   

  	
   

  	
  (Title)

  	
   

  	
  (Date)

  



 


	
  Signature(s) of other
  partner(s):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


	
  ACCEPTED: NEW HOLLAND NORTH AMERICA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  New Holland Construction

  
	
  (Vice-President of Sales)

  	
   

  	
  245 E. North Ave.

  
	
   

  	
   

  	
  Carol Stream, IL 60188-2099

  
	
   

  	
   

  	
   

  
	
  4/14/03

  	
   

  	
   

  
	
  (Date)