<PAGE>

                                                                   EXHIBIT 10.25

                                SCOPE OF WORK FOR

                       2005-2008 FORD GLOBAL SPOC PROGRAM
                                  SCOPE OF WORK

--------------------------------------------------------------------------------

                               FORD MOTOR COMPANY

--------------------------------------------------------------------------------

DECEMBER 1, 2005
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FORD GLOBAL SPOC SCOPE OF WORK

CONFIDENTIAL INFORMATION OF TECHTEAM GLOBAL, INC.

The information in this proposal shall not be disclosed outside of Ford Motor
Company organization and shall not be duplicated, used or disclosed, in whole or
in part, for any purposes other than to evaluate the proposal, provided that if
a contract is awarded to TechTeam Global, Inc., as a result of or in connection
with the submission of this proposal, Ford Motor Company shall have the right to
duplicate, use or disclose the information to the extent provided by the
contract. This restriction does not limit the right of Ford Motor Company to use
information contained in the proposal if it is obtained from another source
without restriction.

Copyright (C) 2005 TechTeam Global, Inc.

All Rights Reserved.
Printed in the United States

                            DECEMBER 1, 2005                              PAGE i

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TABLE OF CONTENTS

<TABLE>
<S>                                                                                              <C>
1.0 EXECUTIVE SUMMARY........................................................................     6

2.0 SPOC PROGRAM OVERVIEW....................................................................    10

   SPOC Program Model........................................................................    10

   SPOC Program Vision and Guiding Principles................................................    10

   Geographic Footprint......................................................................    10

   Managed Service...........................................................................    11

   Service Catalog...........................................................................    11

3.0 PRICING TRANSPARENCY.....................................................................    12

   Seat Counting.............................................................................    12

      Seat Count Guiding Principles..........................................................    12

      Baseline Seat Count Matrix.............................................................    13

   End User Behavior.........................................................................    13

      Support Request Frequency (SRF)........................................................    13

      Incident Handle Time (IHT).............................................................    14

4.0 PROGRAM GOVERNANCE.......................................................................    15

   Feedback Forums...........................................................................    15

      Issues Meeting.........................................................................    15

      Operational Review.....................................................................    15

      Board of Governors.....................................................................    16

      Executive Review Meetings..............................................................    17

5.0 PROGRAM SERVICE COMPONENTS...............................................................    18

   Core SPOC Program Services................................................................    18

      Support Center (Service Desk)..........................................................    18

      JLR Manufacturing Support..............................................................    20

      Deskside Central Support...............................................................    20

   Support Center and Deskside Hours of Operations...........................................    21

      Global Project Office..................................................................    22

6.0 SERVICE LEVEL OFFERINGS..................................................................    24

   SPOC Program Core Service Offerings.......................................................    24

      Ford Service Level Agreements-Core Services............................................    24

7.0 PROGRAM FLEXIBILITY......................................................................    28

   Working Together in Partnership to Reduce Costs...........................................    28

   The Bi-Annual True Up.....................................................................    28

      Seat Count True Up.....................................................................    28

      Customer Behavior True Up..............................................................    28

      True Up Result Scenarios and Outcomes..................................................    29

   An Out of Cycle True Up...................................................................    31

   Timeline for a Change in Service..........................................................    31

   Baseline Activity Monitoring..............................................................    31

   Global SPOC Program by Business Unit'.....................................................    33

8.0 THE CUSTOMER EXPERIENCE..................................................................    34

   Customer Experience Model.................................................................    34
</TABLE>

                            DECEMBER 1, 2005                              PAGE 2

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<TABLE>
<S>                                                                                              <C>
      Customer Experience Focus Groups.......................................................    34

      Customer Satisfaction Surveys..........................................................    34

9.0 SPOC PROGRAM PRACTICES...................................................................    35

   Ford Employees Working in the SPOC Program................................................    35

      Global Guiding Principles-Ford Employees in the SPOC Program DE-Niehl (DE-Koln)Region      35

      German Worker's Council Agreement......................................................    37

   Transition of Non TechTeam Agency Resources...............................................    38

   Industry Analysis (Benchmarking)..........................................................    38

   Supporting Functions......................................................................    40

   Reporting and Metrics.....................................................................    43

   Change Management.........................................................................    46

   Continuous Improvement....................................................................    49

      Cycle Plan of Innovation...............................................................    49

      Focus Groups...........................................................................    49

      Focus Group Workflow...................................................................    50

   Focus: HOPE Hiring Program (North America Only)...........................................    50

   IT Apprenticeship Program.................................................................    50

   Human Resources Polices...................................................................    51

10.0 2005-2008 RE-DESIGNED SPOC PROGRAM IMPLEMENTATION.......................................    52

   Re-designed Global SPOC Program Transition Approach.......................................    53

      Communication Forums...................................................................    55

      Adherence to Timelines.................................................................    55

11.0 JAGUAR LAND ROVER INTEGRATION...........................................................    56

   Jaguar Land Rover Transition Approach.....................................................    56

      Preparation and Readiness..............................................................    58

      Transfer of Personnel, Processes and Infrastructure....................................    58

      Launch.................................................................................    59

      Project Launch Methodology and Toolsets................................................    59

      Critical Assumptions, Risk Analysis & Mitigation Strategies............................    61

   Adherence to Timelines....................................................................    63

12.0 SPOC PROGRAM ASSUMPTIONS AND RESPONSIBILITIES...........................................    64

   Program Assumptions.......................................................................    64

   Ford Responsibilities.....................................................................    65

   TechTeam Responsibilities.................................................................    66

13.0 NORTH AMERICAN FACILITY AGREEMENT.......................................................    67

   Physical Location.........................................................................    67

   Security..................................................................................    67

   Furniture.................................................................................    67

   Telecommunications........................................................................    68

   Network...................................................................................    68

   Facility Scalability Requirements.........................................................    69

   Facility Services Assumptions and Responsibilities........................................    69

      Ford Responsibilities..................................................................    69

      TechTeam Responsibilities..............................................................    70

      Project Assumptions....................................................................    70
</TABLE>

                            DECEMBER 1, 2005                              PAGE 3

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<TABLE>
<S>                                                                                              <C>
14.0 INVESTMENT SUMMARY......................................................................    71

   Core Services Investment Methodology......................................................    71

   Core Services Pricing Matrix..............................................................    72

   Menu Option Pricing.......................................................................    72

      Fixed Fee Activities...................................................................    74

      Time and Materials Activities..........................................................    76

   North American Facilities Pricing.........................................................    77

      Facility Expansion.....................................................................    77

      Facilities Pricing Assumptions.........................................................    77

   Transition Costs..........................................................................    78

      Re-Designed Global SPOC Program Implementation Costs...................................    78

      JLR Integration Implementation Costs...................................................    78

   UK-JLR Menu Option Pricing................................................................    79

      Expanding JLR from 10 to 11 Contiguous Hours...........................................    79

      JLR Specific SPOC Manufacturing Support Center Option..................................    79

   Variable Pricing..........................................................................    80

      Seat Count Growth......................................................................    80

      Seat Count Declines....................................................................    80

   Quality Assurance Pricing.................................................................    81

      Investment.............................................................................    81

   Time and Materials Rates..................................................................    82

   DE-Niehl (DE Koln)Credit-Ford Employees Working in SPOC...................................    83

   Investment Assumptions....................................................................    84

      Customer Count Assumptions:............................................................    84

      Governance Assumptions:................................................................    85

      Other Investment Assumptions:..........................................................    85

   Invoicing Method..........................................................................    85

15.0 AGREEMENT...............................................................................    86

   Initial Term..............................................................................    86

   Terms.....................................................................................    86

      Ford Terms and Conditions..............................................................    86

      Other Contract Terms...................................................................    86
</TABLE>

                            DECEMBER 1, 2005                              PAGE 4

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<TABLE>
<S>                                                                                              <C>
16.0  APPENDIX...............................................................................    88
</TABLE>
                                     * * *
       Indicates that material has been omitted and confidential treatment has
       been requested therefor. All such omitted material has been filed
       separately with the SEC pursuant to Rule 24b-2.

                            DECEMBER 1, 2005                              PAGE 5

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FORD GLOBAL SPOC SCOPE OF WORK

1.0 EXECUTIVE SUMMARY

This Scope of Work document was jointly developed by principal representatives
of the Ford Motor Company (hereinafter Ford) and Tech Team Global, Inc
(hereinafter TechTeam). We believe that this close-knit working relationship and
partnership developed a very robust and comprehensive set of program principles
and requirements required for the continuation and enhancement of the Ford Motor
Global SPOC Program (hereinafter SPOC Program). The intent of this Scope of Work
is to clearly articulate the consolidated support model, service offerings,
program practices and financial models used to support this complex and
comprehensive approach to delivering IT Support Services.

The SPOC Program is a holistic approach to marrying Support Center and Deskside
support under the first level support umbrella.

* * *

To reflect this, a number of key principles have been incorporated into the
contract structure, which will enable Ford and TechTeam to continue to deliver a
quality, customer focused service aligned to the needs of the business. The key
principles have been incorporated into 5 categories and are summarized below.

CONTRACT SCOPE & STRUCTURE

The key principles relating to contract scope and structure incorporated into
this SOW are listed below:

  -   A single sourced contract to TechTeam Global provided that:

      -     Ford savings targets are met

      -     TechTeam provides a European Offshore solution including a timed
            implementation plan and savings targets ready for implementation
            upon Ford approval

      -     A plan detailing actions and timing for a North American off shore
            feasibility study is developed

  -   A single global contract that includes regional requirements

  -   A regional/global level resource management model

  -   A services catalog with priced, optional regional menu selections

      * * *

TRANSPARENCY

  -   The service pricing was based on an 'open book' pricing methodology.
      Through this methodology, TechTeam provided Ford Motor Company with the
      costs of delivering the SPOC Program service within each of the regions.

* * *

                             DECEMBER 1, 2005                             PAGE 6

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FORD GLOBAL SPOC SCOPE OF WORK

CUSTOMER EXPERIENCE

* * *

SPOC PROGRAM CORE SERVICE OFFERINGS

         SPOC Program Support Center and Deskside service levels will be offered
         on a consistent global basis. Changes have been agreed to for
         incorporation into the Core Services with a view to reduce the overall
         Ford total cost of ownership. These changes are primarily found in the
         areas of delivery models, service levels and supporting functions.

FLEXIBILITY

Flexibility to reduce SPOC Program costs will be achieved on a Global or
Regional basis through the following methods:

                             DECEMBER 1, 2005                             PAGE 7

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FORD GLOBAL SPOC SCOPE OF WORK

1.    WORKING TOGETHER IN PARTNERSHIP TO REDUCE COSTS -- Ford Motor business
      conditions may require that SPOC Program costs be reduced on a global or
      regional basis. If this occurs, Ford and Tech Team will work together to
      identify viable options by reducing SPOC Program services to achieve cost
      targets. Tech Team will be requested to develop a proposal for all viable
      strategies and will include risk analysis, business impact and savings
      potential.

2.    THE BI-ANNUAL TRUE UP -- A bi-annual true up will take place for all
      regions participating in the program. The true up will take into account
      multiple data points, including a re-calculation of seat counts, support
      request frequency and incident handle time. Following the true up, results
      will be included on the agenda for the next Board of Governors meeting.
      The purpose of this meeting will be to discuss the outcome of the true up
      and make a joint decision on next step actions. The data points listed
      above along with scenarios provided in the SOW will be used as a decision
      making aid to Ford. Implementation of changes in the delivery model and
      associated costs will follow the Timeline for a Change in Service (not to
      exceed 3.5 months) defined below. Options may include cost adjustments, an
      agreement to waive SLAs, or to void SLAs until the thresholds return to
      those expected. Additional data points, such as Customer Satisfaction, can
      be used to arrive at an appropriate future action.

3.    AN OUT-OF-CYCLE TRUE UP -- Each region will be eligible for an out of
      cycle seat count true-up if a Significant Event occurs that causes a
      change in the existing number of total seats in that region by a factor of
      +/- five percent. In order for this to be implemented, data must be
      provided as to the number of individuals leaving the program by region and
      the estimated timescales involved. A Significant Event is defined as an
      organizational restructure, regional realignment, and/or elimination of
      SPOC Program seats within a SPOC Program region. Additionally, a
      Significant Event will include the addition of SPOC Program seats caused
      by an event other than the launch of a new building. Results of the Out of
      Cycle True Up will follow the same process as outlined in the Bi-Annual
      True Up. Implementation of changes in the delivery model and associated
      costs will follow the Timeline for a Change in Service (not to exceed 3.5
      months) defined below. Options may include cost adjustments, an agreement
      to waive SLAs, or to void SLAs until the thresholds return to those
      expected. Additional data points, such as Customer Satisfaction, can be
      used to arrive at an appropriate future action.

                             DECEMBER 1, 2005                             PAGE 8
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FORD GLOBAL SPOC SCOPE OF WORK

TIMELINE FOR A CHANGE IN SERVICE

In the event that the above actions trigger a request for a change in service,
the implementation of such a request will be subject to a maximum of 3.5 months*
to take effect (for risk analysis and approval to be undertaken). The target
timescales will be communicated to show when the changes are expected to begin.

* * *

*This timescale applies to all requests where resource changes result in a
downsizing or upsizing of 15 individuals or less. Where the changes are greater
than this, indicative timescales will be provided based on the scope of the
change.

BASELINE ACTIVITY MONITORING

Pro-active monitoring of the support request frequency, incident handle time and
user population (elements of the baseline) will be reported on a monthly basis.
This will enable Ford to actively prepare for any cost or service change
requirements.

The support request frequency and incident handle time will be monitored to
ensure the resource levels continue to be aligned to the demands of the
business. In the event that these levels go above or below the agreed thresholds
for a period of 3 continuous months, this will trigger a review between the
regional representatives and board of governance.

In addition, trends will be reported to Ford each month showing year to date
figures to ensure continued visibility of potential movement.

PROGRAM GOVERNANCE

A single global governance structure/process will continue to be at the
foundation of the SPOC Program contract.

Regional representatives will be responsible for identifying the needs and
demands of their region and for proposing any changes in service scope or
delivery. If the change requested by the regional representative is one
authorized to be handled at a regional level according to the contract, there
will be no requirement that it be approved by the governance board. Should the
requested change be outside of the contract structure, it will then be the
responsibility of the regional representatives to put recommendations forward
for acceptance through the SPOC Program governance process.

                             DECEMBER 1, 2005                             PAGE 9

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FORD GLOBAL SPOC SCOPE OF WORK

2.0 SPOC PROGRAM OVERVIEW

SPOC PROGRAM MODEL

* * *

SPOC PROGRAM VISION AND GUIDING PRINCIPLES

* * *

GEOGRAPHIC FOOTPRINT

Within Ford, the SPOC Program is governed and delivered via a centralized,
global approach. The Program is founded on global principles and is segmented
into regions which are defined by geographic areas where SPOC Support Centers
reside. The Program is delivered from the following Support Centers:

      -     North America (NA)*

      -     UK-Ford (UK-Warley)

      -     DE- Niehl (DE- Koln)

      -     UK - JLR**

*Note: The North America region supports both Ford Motor and Ford Credit North
American enrolled users. All North American enrolled users are supported from
one common North American support center. However, the Deskside support model
for Ford Motor and Ford Credit has key differentiators and where required the
language within the SOW identifies the differentiation between Ford Motor and
Ford Credit within the North American region.

**Note: The UK-JLR region is included in this Scope of Work and is planned to
launch within the Program after execution of this contract.

                            DECEMBER 1, 2005                             PAGE 10

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FORD GLOBAL SPOC SCOPE OF WORK

As the Program evolves and expands, changes to regional delineations will be
documented via the Change Management and Governance Processes.

MANAGED SERVICE

TechTeam will provide a Managed Service for all SPOC Program Customers. This
includes analyst resources, operational management, training, communications,
travel, processes and tools owned by the Program used to deliver support. Tools
required to deliver the SPOC Program (i.e. an incident management tool), which
are not owned by TechTeam, will be maintained by Ford or the appropriate
application owner.

Ford and TechTeam agree that TechTeam will deliver these services on a Managed
Service basis, and that as a Managed Service: TechTeam commits to handle the
forecasted support volume within the SPOC Program agreed upon Service Levels
offered at a unit cost, presently defined at a per unit price. Should Ford
require alternative pricing models, the unit price will change.

SERVICE CATALOG

The services provided under this Scope of Work are documented in the Appendix D,
the SPOC Program Services Catalog. This catalog is designed to identify the
scope of services provided by the Ford Global SPOC Program.

The Service Catalog contains Core Services (services delivered to all SPOC
Program customers globally as part of the unit price of the program) and Menu
Options (additional services available to the customer if required). The catalog
defines the description, Customers, regional service hours, service level
agreements and key functions for each of the services. Changes to the Service
Catalog will follow the Global SPOC Program Change Management Process.

                            DECEMBER 1, 2005                             PAGE 11

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FORD GLOBAL SPOC SCOPE OF WORK

3.0 PRICING TRANSPARENCY

SEAT COUNTING

* * *

SEAT COUNT GUIDING PRINCIPLES

* * *

                            DECEMBER 1, 2005                             PAGE 12

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FORD GLOBAL SPOC SCOPE OF WORK

* * *

BASELINE SEAT COUNT MATRIX

The number of enrolled seats as a result of the December 1, 2005 true up is as
follows:

* * *

END-USER BEHAVIOR

* * *

SUPPORT REQUEST FREQUENCY (SRF)

* * *

                            DECEMBER 1, 2005                             PAGE 13

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FORD GLOBAL SPOC SCOPE OF WORK

INCIDENT HANDLE TIME (IHT)

   * * *

                            DECEMBER 1, 2005                             PAGE 14

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FORD GLOBAL SPOC SCOPE OF WORK

4.0 PROGRAM GOVERNANCE

A program of this size and complexity requires thoughtful governance to drive
quality, fiscal fitness and customer satisfaction.

FEEDBACK FORUMS

As part of the Ford Global SPOC Program's continued effort to ensure open
communication, several formal forums are in place to communicate the status of
the program to appropriate stakeholders. In addition to these formalized
meetings, communication between SPOC Program team members, Ford Management,
TechTeam and all staff is always open. Governance decisions will result from
these forums.

ISSUES MEETING

    -     PURPOSE: Review issues arising from the management of the contract
          as well as proposals for non-contractual changes. Establish
          necessary work groups to investigate and reach resolution on such
          issues, or choose to escalate through decision making governance
          process.

    -     METRICS REVIEWED: Monthly operational and quality reports

    -     FREQUENCY: Weekly

    -     PARTICIPANTS:

          -    Manager - SPOC Program Vendor Relationship

          -    Manager - SPOC Program Operations (all regions)

          -    Managers - SPOC Program LOB (all regions)

          -    Buyer - SPOC Program (EU & US as required)

          -    Account Manager - TechTeam Ford Account (all regions)

    -    AGENDA:

         SPOC Program Issues

OPERATIONAL REVIEW

    -     PURPOSE: Present a review of the overall performance, attainment to
          SLA, financial trends, end-user behavior, seat count changes
          (historic and forecasted), and process improvement initiatives.

    -     METRICS REVIEWED: Monthly operational reports, End-User Behavior
          Reports, and Seat Count Reports

    -     FREQUENCY: Monthly

    -     PARTICIPANTS:

          -    Manager - Ford Deskside Services

          -    Manager - Ford Global SPOC Program Support Services

          -    Manager - Ford European Deskside Services

          -    Manager - Ford SPOC Program Vendor Relationship

          -    Manager - Ford SPOC Program Operations (all regions)

          -    Managers - Ford SPOC Program LOB (all regions)

          -    Account Manager - TechTeam Ford Account (all regions)

          -    Operations Director - TechTeam Ford Account

                            DECEMBER 1, 2005                             PAGE 15

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FORD GLOBAL SPOC SCOPE OF WORK

    -     AGENDA:

          -     SLA's

          -     Quality Assurance Index

          -     Governing Element Forecasting

          -     Significant Events

BOARD OF GOVERNORS

      - PURPOSE: Serve as the decision making body for all program and
      contractual changes. Review of overall performance including growth of
      program, proposals for non-contractual program change, attainment of SLA,
      end-user behavior, seat count changes (historic and forecasted), and
      process improvement initiatives.

      - Metrics Reviewed: Year to Date End-user Behavior Reports, Seat Count
      Reports, program growth planned and achieved.

      - FREQUENCY: Quarterly or as requested by Ford and/or TechTeam Management.
      The Board Governors chairperson has the authority to cancel or schedule
      ad-hoc meetings as conditions require.

      - PARTICIPANTS:

        -     Manager - Ford Deskside Services

        -     Manager - Ford ITI Europe

        -     Manager - Ford ITI PAG

        -     Manager - Ford Credit Manager US (EU if applicable)

        -     Manager - Ford Deskside Services Europe

        -     Manager - Ford Global SPOC Program Support Services

        -     Manager - Ford SPOC Program Vendor Relationship

        -     Manager - Ford SPOC Program Operations (all regions)

        -     Managers - Ford SPOC Program LOB (all regions)

        -     Buyer - Ford SPOC Program (EU & NA)

        -     Vice President- TechTeam Sales

        -     Vice President- TechTeam Operations

        -     Account Manager - TechTeam Ford Account (all regions)

        -     Operations Director - TechTeam Ford Account

      - AGENDA:

        -     Introductions

        -     Strategic Updates and Planning

        -     Performance Discussion

        -     Innovations

        -     SPOC Program Issue Team Updates

        -     Governing Element Review and Forecasting

        -     Financial Results

                            DECEMBER 1, 2005                             PAGE 16

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FORD GLOBAL SPOC SCOPE OF WORK

        -     Contractual Updates/Contractual Changes of Scope

        -     Open discussion

EXECUTIVE REVIEW MEETINGS

      - PURPOSE: Executive management review of overall contract performance,
      process innovations implemented, and corresponding financial and/or
      service level results and program strategic direction.

      - METRICS REVIEWED: All Performance Reports

      - FREQUENCY: Annual

      - PARTICIPANTS:

        -   Ford Director ITI

        -   Vice President - Ford Credit North America Information Technology
            Office

        -   Manager - Ford Deskside Services

        -   Manager - Ford ITI Europe

        -   Manager - Ford Credit Manager US (EU if applicable)

        -   Manager - Ford Deskside Services Europe

        -   Manager - Ford Global SPOC Program Support Services

        -   Manager - Ford SPOC Program Vendor Relationship

        -   Manager - Ford SPOC Program Operations (all regions)

        -   Managers - Ford SPOC Program LOB (all regions)

        -   Buyer - Ford SPOC Program (EU & NA)

        -   TechTeam President and Chief Executive Officer

        -   Vice President- TechTeam Sales

        -   Vice President- TechTeam Operations

        -   Account Manager - TechTeam Ford Account (all regions)

        -   Operations Director - TechTeam Ford Account

        -   Program Manager - Ford and TechTeam SPOC

      - AGENDA:

        -    Introductions

        -    TechTeam Update

        -    Ford Update

        -    SPOC Program Directional Update

        -    Strategic Updates and Planning

        -    Performance Discussion (Rolling 6 month view)

        -    Financial Results (Cost savings, cost avoidance, contractual
             savings)

        -    Present changes agreed to through the Contractual Significant Event
             forum

        -    Upcoming initiatives - program strategic only KKK. Significant
             Events

        -    Open discussion

                            DECEMBER 1, 2005                             PAGE 17

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5.0 PROGRAM SERVICE COMPONENTS

The services delivered by the Global SPOC Program are designed to minimize the
disruption of service outages and to facilitate the fulfillment of IT service
requests. This section documents the services that the SPOC Program delivers.
All services provided will comply with Ford's Information Technology Policy
Manual (ITPM) as may be updated from time to time.

CORE SPOC PROGRAM SERVICES

* * *

SUPPORT CENTER (SERVICE DESK)

The Support Center is the first line of support for all IT issues within Ford
and is the single point of entry into the Ford Global SPOC Program. Support
Center analysts are responsible for logging Customer incidents, resolving
incidents using defined processes and tools, and escalating incidents they are
unable to resolve using these defined processes and procedures.

The Support Center will close a majority of incidents on the first contact. If
the incident cannot be resolved at the Support Center the incident will be
escalated to the appropriate support organization, either within the SPOC
Program model or to external resources. Regardless of where the incident is
escalated, the Ford Global SPOC Program is the owner of the incident throughout
its lifecycle. This means the Support Center is responsible for ensuring that
feedback is communicated and the user is always kept informed of the status of
their incident. To achieve this goal the Support Center monitors and ensures
follow-up with the appropriate support organization until closure. The Support
Center provides all customers with a route into the system ensuring user
assistance with all types of problems or questions concerning the Ford IT
environment.

DESKSIDE CENTRAL SUPPORT

* * *

                            DECEMBER 1, 2005                             PAGE 18

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FORD GLOBAL SPOC SCOPE OF WORK

DESKSIDE REMOTE MODEL PRE-REQUISITES

* * *

                            DECEMBER 1, 2005                             PAGE 19

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FORD GLOBAL SPOC SCOPE OF WORK

SUPPORT CENTER FOR MANUFACTURING SITES (PLANT HOTLINE)

As a standard SPOC Program offering, the SPOC Support Center provides a
mechanism for critical manufacturing issues to be handled with increased
priority. The Program refers to this offering as the SPOC Plant Hotline. All
SPOC enrolled plant IT Managers will be offered the ability to access a SPOC
Support Center Specialist on a 24x7 basis for critical plant IT issues which
impact manufacturing production. To access the Plant Hotline, the plant IT
Manager will dial the standard NA SPOC Support Center phone number and will
enter a "Silent" IVR option upon hearing the greeting. This option will route
the critical plant call with critical priority to a SPOC support specialist. The
SPOC Support Center will then gather critical information about the outage and
immediately escalate an incident to the appropriate resolver group. The Support
Center will then track and follow up on resolution actions until the outage is
resolved.

JLR MANUFACTURING SUPPORT

As noted in Section 5.0 Program Service Components above, the UK-JLR region has
elected to establish a local SPOC Manufacturing Support Center to receive all
calls from JLR plants. The key design elements of the JLR Manufacturing Support
model follow:

      - 2,000 call per month

      - 90/120 phone service level

      - Coverage hours: M-F 6am - 7pm

      - After Hours and Weekend calls will be routed to a non TechTeam support
      team. (Currently the calls route to the JLR data center)

DESKSIDE CENTRAL SUPPORT

The Deskside Central support team is the "arms and legs" of the Ford Global SPOC
Program. Deskside Central analysts are located on-site at various Ford sites and
handle issues escalated from the Support Center. The Deskside Central support
team is responsible for resolving the majority of incidents that are escalated
to them that require a physical visit to the end-user's desktop. Examples of
issues resolved within the Deskside Central team include drive mapping, registry
conflict resolution, restages, virus containment, emulator trouble-shooting, and
connectivity issue resolution. Issues that are not resolved within the Deskside
Central team are escalated to the appropriate 2nd/3rd level resolver groups for
resolution and closure.

Deskside Central Support can be facilitated via an Onsite or Remote delivery
model. Onsite Deskside Central and Remote Deskside service delivery models are
responsible for the same functions and as such both types of customers are
counted as SPOC Program seats under this agreement. The services delivered for
these two types of service models are the same with the exception that required
Deskside visits for the Remote Deskside model is conducted via a telephone call
between the end-user and a SPOC Program Deskside analyst instead of the physical
visit to the customer's desk that typically occurs for customers who receive
Onsite Deskside support.

REMOVAL OF VALUE ADDED ACTIVITIES

Additionally, historically the SPOC Program has offered Deskside activities that
are considered "value added" at no additional cost to Ford. These activities are
discontinued as a core deliverable within the Managed Service. See the SPOC
Services Matrix in Appendix L for identification of those tasks/activities which
are included in the managed service and those that that will incur a T&M charge
separate from the Managed Service fee.

                            DECEMBER 1, 2005                             PAGE 20

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FORD GLOBAL SPOC SCOPE OF WORK

RESOURCE MANAGEMENT

* * *

SUPPORT CENTER AND DESKSIDE HOURS OF OPERATIONS

The following table details the support hours of operation. The local time zones
for each location define the hours of operation.

SUPPORT CENTER HOURS

Support center locations will continue to be based in the UK (Warley), DE
(Niehl), NA (Dearborn) and until transition to the proposed offshore facility,
JLR will be serviced out of the Solihull support center.

Regional presence within the support center will be provided as defined below.

  -      North America: 24*365

  -      UK-Ford (UK-Warley): 8am to 5pm Monday to Friday

  -      DE- Niehl: 8am to 5pm Monday to Friday

  -      UK-JLR: 8am to 4pm Monday to Thursday, 8am to 3pm Friday

United Kingdom (Warley) support center hours and resources will be reduced to
the core hours required to support the peaks in call volume. The North American
support center will provide the United Kingdom with call overflow support. All
United Kingdom regions will route calls after the local coverage hours to the
North American support center.

DESKSIDE SUPPORT HOURS

Central Deskside support will be provided within the UK and DE region from 8am -
5pm ET, M-F and in NA 7am - 8pm ET, M-F.

Deskside support will be provided within each region for 10 contiguous hours per
day. The hours of service delivered are between the hours of 6am and 7pm Monday
to Friday. Each site can choose its own 10 contiguous hours within this time
period. Additional hours of service, or service required outside of this
timeframe will be made available through the Service Catalogue as a menu option.

Executive and Premium support is available as defined in the SPOC Services
Catalog available as a menu option.

  -         Ford Credit Service Center hours will vary by location. The listed
            hours are the maximum number of hours of operation for any Service
            Center.

                            DECEMBER 1, 2005                             PAGE 21

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FORD GLOBAL SPOC SCOPE OF WORK

      -     Sites may opt for ten contiguous hours of support at a timeframe
            other than those listed above. When a site requests more than ten
            hours of contiguous support, a price uplift will be implemented. The
            following exceptions are related to country specific employment
            requirements:

            -     UK-Ford - Coverage requested during the local hours of 10 p.m.
                  until 6 a.m. will be provided via the after-hours support
                  model

            -     DE-Niehl (DE-Koln) - Coverage requested during the local hours
                  of 10 p.m. until 6 a.m. will be provided via the after-hours
                  support model

GLOBAL PROJECT OFFICE

* * *

      - Training functions within the SPOC program will move into Operations and
      will be redesigned into a dual role - that of Specialist and Training. The
      impact of this combined role will mean that training requirements will be
      more closely monitored to ensure that new site and application launches
      will be timed in order to reduce any potential impact on service delivery.

                            DECEMBER 1, 2005                             PAGE 22

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FORD GLOBAL SPOC SCOPE OF WORK

* * *

                            DECEMBER 1, 2005                             PAGE 23

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FORD GLOBAL SPOC SCOPE OF WORK

6.0 SERVICE LEVEL OFFERINGS

Ford and TechTeam mutually agree that to effectively measure the complete
support experience; the Service Level Agreement will focus on response,
resolution and the overall effectiveness of the service deliverables and will
include customer service feed-back measured against an approved service level.

SPOC PROGRAM CORE SERVICE OFFERINGS

To ensure that the SPOC Program service offerings align with business
requirements, The SPOC Program will provide one common global Service Level
Agreement. Each service level will be measured monthly on a regional level.

FORD SERVICE LEVEL AGREEMENTS - CORE SERVICES

SUPPORT CENTER SERVICE LEVEL AGREEMENTS

<TABLE>
<CAPTION>
                                                   TIME TO ANSWER
<S>                 <C>
DEFINITION          Measurement of time (in seconds) starting at the point a call enters an ACD
                    queue. This measure excludes all switching/processing time prior to a call
                                           entering an ACD queue.

CALCULATION         The number of Calls Answered within 120 seconds divided by the number of all Calls
                                                         Answered

  TARGET                              70 percent in less than or equal to 120 Seconds

                                          CALLS ABANDONED

DEFINITION          Percentage of all calls that were abandoned (by the caller) after entering into an
                        ACD queue. Calls abandoned (by the caller) prior to entering an ACD queue
                                          are not counted in this measurement.

CALCULATION        (Calls abandoned (by the caller) divided by all calls that entered into an ACD queue)

  TARGET                                         Target: 8 percent or less

                                        WEBSUBMIT RESPONSE

DEFINITION          Measurement of time (in hours) starting at the point a ticket generated by an
                            automatic web submit enters a SPOC incident management queue.

CALCULATION         The number of websubmits responded to within 4 hours divided by the number
                                          of all websumbits responded to.

  TARGET

                                 100 percent in less than or equal to 4 business hours

                                         FIRST TIER CLOSURE

DEFINITION          The percentage of SPOC processed incidents resolved as a direct result of call
                           avoidance tools, Support Center and Central Support Team efforts.

CALCULATION          (Incidents logged as quick ticks, resolved web incidents, plus auto-answered
                    calls/web incidents, central support closed incidents) divided by (total number of
                         calls answered, processed web incidents plus auto-answered calls/web
                                                      incidents.
</TABLE>

                            DECEMBER 1, 2005                             PAGE 24

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FORD GLOBAL SPOC SCOPE OF WORK

<TABLE>
<S>                 <C>
  TARGET            70 percent target (to be baselined from February 2006 through May 2006)

                                        CLIENT SATISFACTION

DEFINITION           Results of a random survey of clients who have had an incident open by one of
                           the regional SPOC Support Centers. There are six questions where
                    respondents rate their experience with the entire IT organization on a scale of 1
                       to 5, with 5 representing "completely satisfied." Answers of 4 or higher
                                constitute a 'positive' customer satisfaction response.

CALCULATION         Total of all 'positive' responses divided by the maximum number of possible
                                                     responses

  TARGET                                          4.1 on a 5 point scale
</TABLE>

                            DECEMBER 1, 2005                             PAGE 25

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FORD GLOBAL SPOC SCOPE OF WORK

DESKSIDE SERVICE LEVEL AGREEMENT

                                DESKSIDE RESPONSE

DEFINITION            Measurement of time (minutes) starting at the point a
                    ticket enters a SPOC Deskside incident management queue.

CALCULATION         The number of tickets responded to within 60 minutes divided
                    by the number of all tickets responded to during core hours.

  TARGET                  80 percent in less than or equal to 60 minutes


                            DESKSIDE SUPPORT RESOLUTION

                                     URGENT

DEFINITION             Unable to do normal work - no workaround is available

  EXAMPLE         -      PC Down - no workaround is available

                  -      Network connectivity

                  -      Monitor broken

                  -      Mouse broken

                  -      Keyboard broken

                  -      Server down

                  -      Mainframe Applications

                  -      Password resets for Applications/SecurID

                  -      Virus

                  -      Software reload

  TARGET                                          STANDARD

                    85 percent incident resolution in 4 business hours or less

                  -     If a SPOC deskside GIRS queue receives an incident
                        before 5 p.m. M-F, the deskside technician will work the
                        incident through resolution or escalation.

                  -     If the incident is received after 5 p.m. M-F, the target
                        call closure time will not start until the deskside
                        technician starts at 7 a.m. the next business day.

                                     HIGH

DEFINITION                Unable to do normal work - workaround is available

EXAMPLE           -     Cannot print to primary
                        printer/plotters/multi-functional devices

                  -     PC down - another is available

  TARGET                                        STANDARD

                    85 percent incident resolution in 10 business hours or less

                                                STANDARD

DEFINITION                      The client can work but needs assistance

                            DECEMBER 1, 2005                             PAGE 26

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FORD GLOBAL SPOC SCOPE OF WORK

                  -   How to's

  EXAMPLE         -   New software loads

                  -   Rudimentary hardware installations

                  -   User Id requests for application access

                  -   Data restores

   TARGET                               STANDARD

                    85 percent incident resolution in 30 business hours or less

SERVICE LEVEL AGREEMENT NOTES:

1.    All service levels will be measured monthly within the region from which
      the service is delivered.

2.    TechTeam will make all efforts to meet the above service levels during the
      transition from the 2002-2005 SPOC Program Model to the model described
      within this Scope of Work. TechTeam and Ford will jointly monitor these
      levels weekly, and after a three month period will convene a Board of
      Governors meeting to review/resolve any outstanding issues that may exist
      with these metrics as a result of the transition.

3.    The parties agree that until the current Incident Management system (GIRS)
      is replaced with Peregrine's Service Center, the Deskside Response service
      level can not be measured or reported. Until an automated response to a
      ticket entering a SPOC deskside incident management queue can be generated
      by a Ford provided tool, TechTeam will make all efforts to respond to each
      Deskside ticket within the guidelines of the Deskside Response service
      level above for the United Kingdom-Solihull region only. Once Peregrine's
      Service Center is implemented within SPOC and an automated process is
      included to enable automatic responses of tickets that are assigned to a
      SPOC Deskside queue, TechTeam will apply this service level requirement to
      all regions and will begin measuring and reporting performance against
      this requirement at no additional cost to Ford.

4.    TechTeam will continue to follow up on up to 50 negative responses to
      customer satisfaction surveys per week globally. TechTeam and Ford will
      monitor negative responses, and utilize the Governance process as
      necessary if a potential negative trend does not correct itself.

5.    The Websubmit Response will be facilitated via an automatic process. The
      incident management system will send an automated response to the user
      once the websubmit is received by the incident management system and a
      ticket is created.

                            DECEMBER 1, 2005                             PAGE 27

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FORD GLOBAL SPOC SCOPE OF WORK

7.0 PROGRAM FLEXIBILITY

In principle, the SPOC Program is founded on common services, service levels,
processes and governing measures. The partnership recognizes that the most
efficient, effective and customer-focused support model for a global
organization is one of common program practices. In an effort to balance common
practices with regional business needs, the SPOC Program contract structure
allows flexibility to reduce SPOC Program costs on a Global or Regional basis
through the following methods:

WORKING TOGETHER IN PARTNERSHIP TO REDUCE COSTS

Ford Motor business conditions may require that SPOC Program costs be reduced on
a global or regional basis. If this occurs, Ford and Tech Team will work
together to identify viable options by reducing SPOC Program services to achieve
cost targets. Tech Team will be requested to develop a proposal for all viable
strategies and will include risk analysis, business impact and savings
potential.

THE BI-ANNUAL TRUE UP

A bi-annual true up will take place for all regions participating in the
program. The true up will take into account multiple data points, including a
re-calculation of seat counts, support request frequency and incident handle
time.

SEAT COUNT TRUE UP

SEAT COUNT TRUE-UP ASSUMPTIONS

* * *

CUSTOMER BEHAVIOR TRUE UP

* * *

                            DECEMBER 1, 2005                             PAGE 28
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FORD GLOBAL SPOC SCOPE OF WORK

TRUE UP RESULT SCENARIOS AND OUTCOMES

* * *

                            DECEMBER 1, 2005                             PAGE 29

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FORD GLOBAL SPOC SCOPE OF WORK

True Up Results Scenario and Outcomes

* * *

                            DECEMBER 1, 2005                             PAGE 30

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FORD GLOBAL SPOC SCOPE OF WORK

AN OUT-OF-CYCLE TRUE UP

The third method through which the SPOC Program allows flexibility, is regional
eligibility for an out of cycle seat count true-up if a Significant Event occurs
that causes a change in the existing number of total seats in that region by a
factor of +/- five percent. In order for this to be implemented, data must be
provided as to the number of individuals leaving the program by region and the
estimated timescales involved. A Significant Event is defined as an
organizational restructure, regional realignment, and/or elimination of SPOC
Program seats within a SPOC Program region. Additionally, a Significant Event
will include the addition of SPOC Program seats caused by an event other than
the launch of a new building. Results of the Out of Cycle True Up will follow
the same process as outlined in the Bi-Annual True Up.

TIMELINE FOR A CHANGE IN SERVICE

In the event that true results that triggers a request for a change in service,
TechTeam will implement a change request within a maximum of 3.5 months* . The
target timescales will be communicated to show when the changes are expected to
begin.

* * *

*This timescale applies to all requests where resourcing changes result in a
downsizing or upsizing of 15 individuals or less. Where the changes are greater
than this, indicative timescales will be provided based on the scope of the
change.

All changes will be documented and agreed to by both Ford and TechTeam using the
Change of Scope Form provided in Appendix J of this SOW.

BASELINE ACTIVITY MONITORING

* * *

                            DECEMBER 1, 2005                             PAGE 31

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FORD GLOBAL SPOC SCOPE OF WORK

* * *

                            DECEMBER 1, 2005                             PAGE 32

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

GLOBAL 'SPOC PROGRAM BY BUSINESS UNIT'

* * *

                            DECEMBER 1, 2005                             PAGE 33

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FORD GLOBAL SPOC SCOPE OF WORK

8.0 THE CUSTOMER EXPERIENCE

CUSTOMER EXPERIENCE MODEL

* * *

CUSTOMER EXPERIENCE FOCUS GROUPS

* * *

CUSTOMER SATISFACTION SURVEYS

* * *

                            DECEMBER 1, 2005                             PAGE 34

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FORD GLOBAL SPOC SCOPE OF WORK

9.0 SPOC PROGRAM PRACTICES

In support of the Ford One IT approach, the SPOC Program leverages common and
centralized practices to ensure consistent implementation of the Program
elements within each SPOC Program region. Partnered development and approval of
the Program Practices is facilitated by the Ford and TechTeam Global SPOC
Program Owners. Specific details of the SPOC Program Practices are defined
below.

FORD EMPLOYEES WORKING IN THE SPOC PROGRAM

The Ford Global SPOC Program is a fully managed service delivered by TechTeam.
However, TechTeam recognizes that there will be times when it is difficult to
function as a fully managed service due to special circumstances within the Ford
environment. This section outlines the guiding principles for when Ford requests
that its employees join the Ford Global SPOC Program during a new site launch.
Any requests to add a new Ford employee to the Ford Global SPOC Program must
follow the required guiding principles. The SPOC Program will deny any requests
that do not meet the defined global guiding principles.

GLOBAL GUIDING PRINCIPLES - FORD EMPLOYEES IN THE SPOC PROGRAM DE-NIEHL
(DE-KOLN)REGION

  - Ford employees can only be added as resources to deliver the Managed Service
when the SPOC Program launches a new site at which a Ford employee currently
provides Level 1 IT support as defined by the SPOC Program.

  - Ford employees transitioning into the SPOC Program can only be a Level 1
Deskside Analyst. These employees cannot hold a Support Center, project office,
or management position.

  - It is agreed that in the Ford Motor DE region, currently there are (3)
    Ford employees staffing Support Center positions.

  - If at the time of a site launch the Ford employee currently holds a Team
Leader position the employee may retain that same position.

  - The Ford employee's manager must agree (prior to site launch) that no other
suitable opportunities exist within the Ford environment for this person.

  - Ford employees will be required to work the same schedules as TechTeam
employees even though the standard weekly hours worked for Ford employees in
Germany is 37.5. Ford Employees in Germany will be granted an additional 15
vacation days per year taken in lieu of the extra 2.5 hours worked per week. The
Ford employees are also required to be available for shift work aligned with the
local service hours that the SPOC Program provides support (by region).

  - Ford employees will be required to be available to perform special projects
that may occur outside of standard work hours as deemed necessary by TechTeam
Management in support of the SPOC Program goals.

  - Any training for Ford employees outside of the standard SPOC Program Core
Training will be fully funded by Ford.

  - Ford employees will report to the Ford SPOC Program Operations Manager for
internal Ford Management Human Resources-related purposes.

  - The Ford employee's Manager and the TechTeam Manager will maintain regular
communication and share decision-making regarding the Ford employee's
objectives, responsibilities and performance in the SPOC Program. The TechTeam
Manager's focus will be on day-to-day operations, as well as, special project
work. The Ford Manager will measure the employee's performance to all defined
SPOC Program objectives and responsibilities into each employee's performance
review.

  - Ford employees will take day-to-day operational direction from a TechTeam
Team Leader and/or Program Manager including, but not limited to, the following
items:

  -    Scheduling of shifts, breaks, lunches, etc.

  -    Holiday planning

                            DECEMBER 1, 2005                             PAGE 35

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FORD GLOBAL SPOC SCOPE OF WORK

    -   Resource management

  - Ford employees will be required to participate in Resource Management within
the SPOC Program. Participating in Resource Management includes the following:

    -   Employee must be available to work at local Ford sites other than the
    site they normally report to if and when needed as determined by TechTeam
    management (daily, weekly, and monthly).

    -   Employee will participate in the virtual phone process as required by
    TechTeam management. This process requires Ford employees to field inbound
    support requests from their desk at their home Ford location or physically
    relocating to the Support Center for an undetermined period of time (hours,
    days, weeks or longer) functioning as a Help Desk Analyst.

  - The Ford employees will be dedicated to the SPOC Program and support its
initiatives. Ford and TechTeam Operations Managers will need to pre-approve any
requests for these employees to perform tasks outside of the standard SPOC
Program services.

  - The TechTeam Manager must have a defined escalation path to a Ford
Operations Manager so that all performance issues are addressed in accordance
with the SPOC Program standards provided they do not conflict with Ford
principles. If performance issues are not addressed in a timely fashion or to
the satisfaction of the TechTeam Manager, these issues will be escalated to the
appropriate Ford Manager and the TechTeam Global Account Manager.

  - Ford and TechTeam will be jointly accountable for the attainment of Service
Levels. Not attaining the defined metrics cannot be a benchmark or performance
issue that TechTeam is solely accountable for.

  - Ford employees need to participate in and be held accountable to all SPOC
Program performance metrics including, but not limited to the following:

  -    Support Center monitoring

  -    Deskside ticket grading

  -    Individual performance reports and target attainment

  -    Participation in Jeopardy - an on-line training program used within the
    Ford Global SPOC Program

  - When a Ford employee leaves the SPOC Program for any reason (i.e.
retirement, takes another job within Ford, is laid off, etc.) they will not be
backfilled by a Ford employee. The exception here is in Germany where Ford will
need to maintain the three Ford staffing positions currently utilized by the
SPOC Program. If TechTeam determines this position needs to be backfilled, it
will be backfilled by a TechTeam employee. Negotiation with the Workers Council
may be required for each event when this occurs in Germany and will be conducted
by Ford on TechTeam's behalf.

  - Ford employees may join the SPOC Program for a maximum of eighteen months
(540 days) from the day of the site launch within the SPOC Program. At the end
of the eighteen months they must transition to another job within Ford or may be
hired by TechTeam (if possible) in TechTeam's sole discretion.

  - The TechTeam Manager will hold reviews every 6 months with the Ford Manager
to review progress toward rotation of the Ford employee to position outside of
the SPOC Program. In the event the employee does not transition within the
18-month timeframe, the appropriate Ford and TechTeam Executive Management will
be notified and a resolution agreed upon. Variations in Germany due to Workers
Council requests may require adjustments to this principle. All adjustments will
require written documentation and approval by Ford and TechTeam via the change
of scope process.

  - Ford employees need to meet the following minimum criteria defined to work
in the SPOC Program:

  -    Pass SPOC Program assessment test (administered by Ford Manager during
  the interview process)

  -    Meet requirements of job specification

  -    Meet language requirements

  -    The Ford employee will agree to take their direction and be managed by a
    TechTeam manager. This agreement will take place through a one-to-one
    conversation with the TechTeam Manager prior to an offer being extended

                            DECEMBER 1, 2005                             PAGE 36

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FORD GLOBAL SPOC SCOPE OF WORK

  -     Complete the SPOC Program core-training program (5 weeks) and pass an
    additional assessment test (administered by Ford Manager) at the end of
    training. Training location will be based on the physical logistics and
    identification of the most cost-effective solution in order to minimize
    travel expenses.

  - If the Ford employee does not meet the minimum requirements:

  - The Ford Manager will re-evaluate the employee's progress toward meeting the
minimum requirements within 1 month of the initial selection. If the employee
does not meet the minimum requirements at that time, the Ford Manager will
escalate through the appropriate Ford and TechTeam Executive Management for
resolution.

  - Exceptions to these Guiding Principles must be approved by Ford Management
(including the SPOC Program Owner) and TechTeam Management and documented in
writing.

GERMAN WORKER'S COUNCIL AGREEMENT

Following the work undertaken by both Ford and TechTeam in reaching an agreement
with the German Workers Council in relation to Ford Employees in SPOC, TechTeam
confirms its commitment to the final agreement as provided within this SOW,
Appendix K - German Workers Council Amendment.

Further clarification may need to be sought on the German Worker's Council's
acceptance of the Remote Deskside Support model. It is believed that there has
been some concern previously by the Worker's Council in Germany regarding remote
access into a customer's device.

                            DECEMBER 1, 2005                             PAGE 37

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FORD GLOBAL SPOC SCOPE OF WORK

TRANSITION OF NON TECHTEAM AGENCY RESOURCES

* * *

INDUSTRY ANALYSIS (BENCHMARKING)

As a requirement of this contract, TechTeam has been requested to participate in
an industry analysis to benchmark how the services TechTeam delivers under this
agreement compare to industry providers of like services. TechTeam agrees to
participate in this analysis provided the following terms and/or criteria are
met:

   -  At Ford's request the analysis will be conducted every 18 months.

   -  The benchmark criteria will be limited to the following:

         -  Contractual Service Level Agreements

         -  Total Global Contract Price (Per Unit Price)

         -  It is understood that in order to benchmark these key areas it will
            be necessary to compare SPOC Program provided services to those of
            industry providers, at the time of the analysis, to ensure an
            accurate comparison is being conducted.

   -  Should TechTeam compare unfavorably against the industry benchmark
      results, TechTeam will have a period of sixty days to remedy the
      performance issue(s). If TechTeam fails to remedy the performance issue(s)
      at the end of the sixty days, Ford has the option to go out for a market
      test.

   -  Ford will have responsibility for the cost of the study to the third party
      provider if it is to be used as a market test. Should TechTeam fail to
      perform under provisions agreed to in Section 15.0 Agreement of this Scope
      of Work, TechTeam and Ford will equally share the cost of the study not to
      exceed a total study cost $50,000.

                            DECEMBER 1, 2005                             PAGE 38

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FORD GLOBAL SPOC SCOPE OF WORK

   -  The Board of Governors will oversee the conducting of the benchmark. A
      modification to this agreement will be required if Ford and/or TechTeam
      decide to use a different agency to conduct the analysis or if any other
      changes to this agreement are requested. Both Ford and TechTeam will be
      required to agree on the modifications, in writing, prior to arrangements
      being made with the agency and prior to the commencement of the analysis.

In addition to the industry benchmark, the financial and operational performance
of TechTeam as an industry competitive service provider will be evaluated based
on our ability to obtain and maintain Ford Q1 certification. This certification
can be used as an additional means of ensuring that SPOC Program is delivered in
a manner that meets both Ford and industry criteria for best-in-class service.

                            DECEMBER 1, 2005                             PAGE 39

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FORD GLOBAL SPOC SCOPE OF WORK

SUPPORTING FUNCTIONS

The services delivered by the SPOC Program require functions that enable
delivery. These delivery enablers are highlighted below:

                            PROGRAM MANAGEMENT

 DESCRIPTION         Responsible for the operational management
                     and program management of the Ford Global
                     SPOC Program resources, which includes the
                     Incident Management function detailed
                     below. The TechTeam program management team
                     functionally aligns with the Ford SPOC
                     Program management team to ensure that the
                     Ford IT objectives are being consistently
                     realized throughout the delivery of the
                     program

KEY FUNCTIONS             - Manage entire Ford Global SPOC Program Operations

                          - Ensure adherence to service level agreements (SLA's)

                            - Manage all resources within the SPOC Program

                     - Prioritize workloads of all and assign program
                       resources - Support Center, Deskside, GPO and
                       remote site resources

                     Note: To achieve the agreed pricing model,
                       the ratio of Team Leader to Analyst and
                      Program Manager to Team Leader roles will
                       be increased within this agreement. The
                     result of this will mean that non essential
                           tasks such as some meetings and
                     communications currently undertaken by the
                      Team Leader and Program Managers will be
                     reduced or eliminated in to order focus on
                         core program activities and service
                      deliverables while continuing to preserve
                      the strong and relationship between SPOC
                        and Site Management in the rollout of
                             Deskside products/services.

                      INCIDENT MANAGEMENT

 DESCRIPTION         The incident management process aims to ensure that
                     incidents are detected and all service requests are
                     recorded. Recording ensures that there are no lost
                     incidents or service requests, allows the records to be
                     tracked, and provides information to aid problem management
                     and planning activities. The process includes the use of
                     technology to provide self-service facilities to customers,
                     providing them with flexible and convenient interfaces to
                     the support function while also reducing the workload and
                     personnel requirements of the Support Center.

                     An incident can be explained as:

                     "Any event that is not part of the standard operation of a
                     service and causes, or may cause, an interruption to, or a
                     reduction in, the quality of service" The primary goal of
                     the incident management supporting function is to restore
                     normal service operation as quickly as possible and to
                     minimize the adverse impact on business operations, thus
                     ensuring that the best possible levels of service quality
                     and availability are maintained. Normal service operation
                     is defined as a service operation within service level
                     agreement (SLA) limits

                            DECEMBER 1, 2005                             PAGE 40

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FORD GLOBAL SPOC SCOPE OF WORK

KEY FUNCTIONS                      -  To re store normal service as quickly as
                                      possible

                                 -  To minimize the impact of incidents on the
                                    business

                       -  To ensure that incidents and service requests are
                          processed consistently and that none are lost

                            -  Create and maintain meaningful records relating
                               to incidents

                     -  Assess and apply appropriate prioritization to all
                        incidents and service requests

                                   -  To direct support resources where most
                                      required

                            DECEMBER 1, 2005                             PAGE 41

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FORD GLOBAL SPOC SCOPE OF WORK

                              ESCALATION MANAGEMENT

 DESCRIPTION    The Escalation Management process defines the tasks that need to
                take place to ensure an Incident is escalated to the appropriate
                resolver group within the agreed amount of time and with the
                agreed amount of incident information. The SPOC Program
                organization remains the owner of an incident throughout it's
                lifecycle, and will notify partner resolver groups when
                Incidents are nearing their Service Level Agreement (SLA)
                boundaries

KEY FUNCTIONS      - Perform Quality monitoring of Support Center incidents to
                     ensure that they adhere to quality guidelines. Tickets
                     grading and call monitoring process validates that SPOC
                     Program analysts are processing incident that adhere to
                     customer defined escalation procedures.

                     -  Process support incidents that adhere to customer
                        defined escalation procedures.

                   - Receive and monitor customer quality issues through the
                     OFI/IHT process

                -  Currently the NA Analysts are performing a "Row Captain"
                   escalation process. This is a trial process that instructs
                   new Analysts to review all non-FCC tickets with individually
                   identified "Row Captains" before the calls can be escalated.

                                SYSTEM MANAGEMENT

DESCRIPTION     The SPOC Program delivers systems and processes to
                support the operational delivery of IT Support. These systems
                (tools) are fundamental to the successful delivery of IT support
                services with the Ford Motor Company.

KEY FUNCTIONS   -  Provision and management of the data obtained from the
                            incident management system.

                      -  Publishing analytics for the program performance.

                        -  Act as a point of contact for content owners

                -  Perform updates to the SPOC Program Knowledge Management tool
                           (SCOPE) as requested by the content owner

                   -  Provision and management of the SPOC Program Metrics and
                                Analysis tools (SMART team)

                -  Provision and management of the GPO change control tracking
                                system (Project Status Tracker)

                              METRICS AND ANALYSIS

DESCRIPTION     Metrics, and adherence to SLA's, are critical to the
                successful operation of any managed service program. Metrics are
                reviewed and analyzed on a regular basis to ensure consistent
                process improvements. Ongoing review and analysis of the metrics
                are also critical to the successful management of a managed
                services program.

KEY FUNCTIONS     -  Produce standard SPOC Program reports required by Ford
                                         management.

                                -  Deliver analytics and reporting at a
                                            regional level.

                        -  Manage upgrades to Ford owned systems that produce
                                                 metrics.

                                  -  Interface with the tools and systems owner.

                  -  Follow established ACR and change management process
                        related to Ford systems that produce analytics
                                        for SPOC Program.

                -  Deliver reporting that will be used to drive process
                                 improvement and innovation.

                  -  Work with Global Customer owners and application owners to
                                resolve re-occurring issues.

                            DECEMBER 1, 2005                             PAGE 42

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

REPORTING AND METRICS

The table below includes the key reports used within the Program. As agreed, the
Reporting and Metrics deliverables under this Scope of Work are considered to be
in "Maintenance Mode". As such, TechTeam will focus on maintaining the current
committed reporting and metrics.

<TABLE>
<CAPTION>
                                                                                         DISTRIBUTION
          REPORT NAME                DESCRIPTION                DATA ELEMENTS               METHOD           FREQUENCY
<S>                              <C>                         <C>                         <C>                 <C>
QUICK-VIEW/ANALYSIS EXECUTIVE    The purpose of this         This report contains a      This report is        Weekly
REPORT                           report is to provide a      rolling 13 month of the     distributed via:
                                 one page executive          following 1) Calls          Email to a
                                 overview containing         answered volume 2) Phone    specified
                                 charts of top four          SLA 3) Average time to      distribution
                                 performance indicators of   answer 4) First Contact
                                 the Ford Global SPOC        Closure 5) Customer
                                 Program relative to         Satisfaction
                                 target service levels as
                                 outlined in the
                                 contract.

KEY METRICS REPORT               The purpose of this         This report contains the    This report is        Monthly
                                 report is to provide a      following information-      published on the
                                 two page high level         Calls answered volume-      SPOC Program OPS
                                 overview containing         Phone SLA - Average time    WEB site.
                                 charts of all high level    to answer-First Tier
                                 contractual performance     closure-Customer
                                 indicators of the Ford      Satisfaction- Calls
                                 Global SPOC Program         abandoned - Deskside
                                 relative to target          service level adherence
                                 service levels as           -Deskside average time to
                                 outlined in the contract.   resolution

CUSTOMER SATISFACTION REPORT     The purpose of this         This report contains 1)     This report is        Monthly
                                 report is to provide SPOC   Number of surveys sent 2)   published on the
                                 Program and site            number of surveys           SPOC Program OPS
                                 management with overview    returned 3) survey return   WEB site.
                                 charts and detailed         rate 4) Total answers for
                                 customer satisfaction       each question 5) Rate of
                                 performance levels          satisfaction overall 6)
                                 relative to target          Average rating for each
                                 service levels as           question category
                                 outlined in the contract

SITE REPORT                      The purpose of this         This report contains        This report is        Weekly/Monthly
                                 report is to provide SPOC   Number of calls to the      published on the
                                 Program and site            Support Center - Number     SPOC Program OPS
                                 management with             of WEB tickets submitted-   WEB site.
                                 performance and volume      Total Phone and WEB
                                 information from a site.    incidents- Report of
                                 A site defined as a         incidents by Category-
                                 building or collection of   Deskside performance to
                                 related buildings.          SLA percentages-
                                                             Deskside time to
                                                             resolution - Customer Sat
</TABLE>

                            DECEMBER 1, 2005                             PAGE 43

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

<TABLE>
<S>                              <C>                         <C>                         <C>                   <C>
                                                             rating

APPLICATION REPORT               The purpose of this         Contains number of phone    This report is        Weekly/Monthly
                                 report is to provide SPOC   calls place to the          published on the
                                 Program and the             Support Center- Number of   SPOC Program OPS
                                 Application Management      WEB tickets submitted-      WEB site.
                                 teams with performance      Total phone and Web
                                 and volume information      incidents- Number of
                                 related to a particular     phone calls closed on
                                 application.  The           first contact
                                 Application Report is
                                 data oriented and does
                                 contain a chart
                                 representation
</TABLE>

                            DECEMBER 1, 2005                             PAGE 44

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

<TABLE>
<CAPTION>
                                                                                         DISTRIBUTION
          REPORT NAME                DESCRIPTION                DATA ELEMENTS               METHOD           FREQUENCY
<S>                              <C>                         <C>                         <C>                 <C>
OPEN TICKET REPORT               The purpose is to provide   Contains Deskside group     This report is        Hourly
                                 a quick view of the         names-Number of open        published on the
                                 numbers of tickets          tickets-Deskside group      SPOC Program OPS
                                 currently open and          threshold-Red               WEB site.
                                 requiring assistance.       Yellow-Green status based
                                                             on above threshold-Number
                                                             of Deskside

                                                             technicians-Ratio of open
                                                             tickets per Deskside
                                                             technician

MONTH TO DATE (MTD)              The purpose is to provide   Contains Deskside group     This report is        Hourly
DESKSIDE SERVICE LEVEL REPORT    a quick view of the         names- Priority-Service     published on the
                                 number of tickets that      level adherence (as         SPOC Program OPS
                                 were not resolved within    percentage)-number of       WEB site.
                                 the contractually           tickets that met service
                                 allotted timeframe.  Each   level (per priority)
                                 priority has a unique       Number of tickets that
                                 contractual resolution      did not meet service
                                 timeframe and is reported   level (per priority)-
                                 as a separate detail        Total number of tickets
                                 line.

MTD DESKSIDE MISSED TICKET       The purpose is to provide   Report contains             This report is        Hourly
REPORT / TOOL                    a quick view of the         incident/ticket             published on the
                                 tickets that were not       number-priority-time to     SPOC Program OPS
                                 resolved within the         resolution-time past        WEB site.
                                 contractually allotted      resolution-Analyst
                                 timeframe.                  assigned to the
                                                             ticket-Time/date ticket
                                                             was opened-Time/date the
                                                             ticket was closed

FIRST TIER CLOSURE REPORT        The purpose is to provide   Report contains Item        This report is        Hourly
(ESCALATED VOLUMES REPORT)       a quick view of the top     affected-Total number of    published on the
                                 25 escalated incident       tickets generated-Number    SPOC Program OPS
                                 types (meaning...not        of tickets escalated-       WEB site.
                                 resolved by Tier One ).     Number of tickets closed
                                                             at Tier One-Tier One closure
                                                             performance measurement

FIRST TIER CLOSURE ANALYST       The purpose is to provide   Report contains             This report is        Hourly
REPORT                           a daily snapshot to the     technician name-Total       published on the
                                 technician to gauge         number of tickets           SPOC Program OPS
                                 performance as related to   generated-Total number of   WEB site.
                                 the goals and               tickets resolved by Tier
                                 expectations set forth by   One-Number of tickets
                                 SPOC Program management     escalated-Performance
                                 related to First Tier       percentage
                                 Closure.
</TABLE>

                            DECEMBER 1, 2005                             PAGE 45
<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

<TABLE>
<CAPTION>
                                                                                         DISTRIBUTION
          REPORT NAME                DESCRIPTION                DATA ELEMENTS               METHOD           FREQUENCY
<S>                              <C>                         <C>                         <C>                 <C>
FIRST TIER CLOSURE MANAGEMENT    The purpose is to provide   Report contains Analyst     This report is        Hourly
REPORT                           a daily snapshot to SPOC    name-Total number of        published on the
                                 Program management to       tickets generated-Total     SPOC Program OPS
                                 gauge performance as        number of tickets           WEB site.
                                 related to the goals and    resolved by Tier
                                 expectations set forth by   One-Number of tickets
                                 SPOC Program management     escalated-Performance
                                 related to First Tier       percentage- Reminder of
                                 Closure.                    the target

EXECUTIVE SUPPORT REPORT         An Executive Support        This report contains        This report is        Monthly
                                 Report is presented         volume of incidents         published on the
                                 monthly to the Executive    during business hours.      SPOC Program OPS
                                 Office Sponsor and Global   Volume of incidents and     WEB site.
                                 SPOC Program management.    service related to
                                 The report provides         premium support- Volume
                                 details of all monthly      of incidents and service
                                 Executive Support Program   level related to
                                 activity                    executive support.
</TABLE>

Should reporting and metrics be required above and beyond those that are listed
in the table above, TechTeam will provide those services to Ford on a Time and
Materials basis.

CHANGE MANAGEMENT

Successful change management is an integral part of the service delivery of the
SPOC Program. Several tools and processes have been developed to manage
"changes" that occur in the end-user environment. There are several types of
"changes" managed by the SPOC Program, including:

   -  Changes to regional platforms (i.e. Windows 2000 to XP) and related
      applications

   -  New sites requesting SPOC Program support

   -  Existing applications requesting SPOC Program support

   -  Changes in support to existing SPOC Program sites

   -  New applications requesting SPOC Program support

   -  Existing sites requesting SPOC Program support

   -  Changes in support to existing SPOC Program applications

   -  Planned outages

   -  Preparation of Business Continuity Plans

   -  SPOC Program initiated projects that will result in a "change"

   -  Other initiated projects that affect SPOC Program service delivery

                            DECEMBER 1, 2005                             PAGE 46

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

The following portion of this section details the process behind the SPOC
Program Change Management process.

SPOC PROGRAM CHANGE MANAGEMENT PROCESS

PURPOSE

The purpose of the Change Management Task Team is threefold. It includes the
following items:

   -  Track changes introduced to the SPOC Program support environment

   -  Monitor the status of each tracked item

   -  Escalate changes not adhering to the approved project plan, specifically
      those relating to timelines and deliverables

DELIVERABLES

The deliverables that the Change Management Task Team provides to its Customers
include:

   -  Provide a tracking document or tracking system that provides the status
      for each change tracked

   -  Coordinate periodic meetings with all change stakeholders

   -  Provide a report of changes not adhering to the approved project plan,
      specifically those relating to timelines and deliverables

CHANGE MANAGEMENT TASK TEAM

The Change Management Task Team include the following Ford SPOC Program
resources: Implementation Managers, Account Management, and Operational Owners.

PROCESS

The following process discusses how the Change Management Task Team implements a
change into the launch production process. The person or group responsible for
each step is in bold.

   1. The Change Management Task Team holds a meeting with all of the current
      change stakeholders. This meeting occurs weekly

   2. The Change Management Task Team verifies/obtains and records the status of
      each change

   3. The Change Management Task Team verifies and/or obtains the deliverables
      and timeline adherence from each impacted or involved task team

   4. Final approval to launch or implement the change into the production
      process occurs during the meeting

   5. Approval for the incident management system hierarchy and group names also
      occurs during the meeting

   6. The Change Management Task Team escalates those changes not compliant with
      the project plan and/or timeline

                            DECEMBER 1, 2005                             PAGE 47

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

SPOC CHANGE MANAGEMENT PROCESS DIAGRAM

* * *

                            DECEMBER 1, 2005                             PAGE 48

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

CONTINUOUS IMPROVEMENT

CYCLE PLAN OF INNOVATION

* * *

FOCUS GROUPS

The objectives of these teams are to consistently focus on the ability to meet
or exceed contractual service levels, align process improvement activities
across regions as well as areas of focus and define ownership for process
improvement activities across regions and areas of focus. Each team is global in
nature and has representation from all geographic and business regions to ensure
consistency, commonization and standardization of business processes across the
program. The teams are dynamic and flexible to address specific business
drivers, both long-term and short-term, if required and are engaged as needed.
Focus group topics can be suggested by any member of the Ford or TechTeam SPOC
teams and will be approved for initiation within the Operational Review
governance forum.

Focus Groups typically correlate to ensuring the ability of the Ford Global SPOC
Program Team to meet/exceed service levels. Common Focus Group topics include:

   -  FIRST CONTACT

   -  CALLS ANSWERED (% of calls answered within defined time period)

   -  DESKSIDE INCIDENT CLOSURE

   -  QUALITY

   -  COMMUNICATIONS

Each Focus Group team includes a diverse mix of Global SPOC Program staff to
ensure proper representation of regions, areas of expertise and experience. Each
team is made up of some combination of the following:

   -  Operational Program Manager (Chairman of Team)

   -  Senior Team Leader(s)

   -  Team Leader(s)

   -  Operations Analysts

   -  Support Center Analysts

   -  Deskside Analysts

                            DECEMBER 1, 2005                             PAGE 49

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

FOCUS GROUP WORKFLOW

* * *

FOCUS: HOPE HIRING PROGRAM (NORTH AMERICA ONLY)

Ford Motor Company, Ford Motor Credit Corporation, TechTeam Global, Inc. and
Focus: HOPE partnered to develop a cooperative hiring program as part of the
Ford Global SPOC Program. The Focus: HOPE Ford/TechTeam Internship Program began
in the second quarter of 2001 and is an ongoing effort developed and operated in
the spirit of corporate citizenship.

Today, Focus: HOPE students take tours of the North American Support Center as
part of their curriculum. Members of the SPOC Program team periodically give
presentations to the Focus: HOPE students on the expectations of graduates when
the go out to the real world. When each class of students nears graduation,
Focus: HOPE contacts Tech Team and an evaluation of resource requirements for
the SPOC Program is performed. If resources are required, Focus: HOPE graduates
are preferred candidates to fill the open positions.

IT APPRENTICESHIP PROGRAM

If Ford launches an IT Apprenticeship program, in Germany during this proposed
contract period the SPOC Program will support it. Ford and TechTeam will work
together to define the elements of the program.

                            DECEMBER 1, 2005                             PAGE 50

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

HUMAN RESOURCES POLICES

TechTeam maintains corporate diversity policies as well as HR policies for Code
of Business Conduct that apply to all TechTeam personnel supporting Ford.

TechTeam employs individuals of different ages, genders, ethnicity, physical and
mental abilities and lifestyles and values the unique background of each of its
employees. TechTeam will not discriminate (or tolerate discrimination by its
employees) against any applicant or employee based on age, gender, race, color,
religion, national origin, ancestry, disability, height, weight, marital status,
veteran status and sex (including pregnancy, childbirth, and other sex-specific
conditions) or any other characteristic protected by federal, state or local
law. As part of the Company's policy of equal opportunity employment, derogatory
comments, slurs, statements, jokes, or other objectionable conduct based on
ethnic background, race, sex, religion, age, disability, marital status, veteran
status, height, or weight are prohibited.

It is the intent and resolve of TechTeam to comply with the requirements and
spirit of the law in the implementation of all facets of equal employment
opportunity and affirmative action. Underlying this policy is the understanding
that pursuit of equal opportunity not only is right and appropriate, but also is
a sound business practice.

If the Company determines that unlawful discrimination has occurred, it will
take effective remedial action commensurate with the severity of the offense.
Any employee determined by the Company to be responsible for inappropriate or
unlawful conduct will be subject to appropriate disciplinary action, up to and
including termination. The Company will also take appropriate action to deter
any future discrimination. TechTeam will not retaliate against an individual for
filing a complaint and will not knowingly permit retaliation by management
employees or co-workers.

                            DECEMBER 1, 2005                             PAGE 51

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

10.0 2005-2008 RE-DESIGNED SPOC PROGRAM IMPLEMENTATION

* * *

                            DECEMBER 1, 2005                             PAGE 52

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

RE-DESIGNED GLOBAL SPOC PROGRAM TRANSITION APPROACH

* * *

                            DECEMBER 1, 2005                             PAGE 53

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

* * *

                            DECEMBER 1, 2005                             PAGE 54

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

COMMUNICATION FORUMS

* * *

ADHERENCE TO TIMELINES

* * *

                            DECEMBER 1, 2005                             PAGE 55

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

11.0 JAGUAR LAND ROVER INTEGRATION

Included in this Scope of Work for the next generation Global SPOC Program is
commitment to integrate Jaguar and Land Rover (JLR) into the enrolled population
of SPOC Program. To accomplish this integration, the SPOC Program will launch
the UK-JLR region. This new region will be included as a key Program stakeholder
group and will receive all Core SPOC Program services as well as the option to
elect additional services from the SPOC Program Services Catalog. The current
target date launch date for the UK-JLR region is March 17, 2006.

The recommended approach for launch of the UK-JLR region into the SPOC program
has been designed to ensure a transition that is both seamless and carefully
managed in terms of risk to both JLR and SPOC. The objectives of the transition
approach are as follows:

   -  Implement seamless transition to JLR customer base

   -  Retain existing knowledge and skill-set

   -  Avoid dual transition approach.

The method of transition will be to continue to provide support to the JLR
customer base from the existing location in Solihull until such time as a
transition can be made to the SPOC Super Center (assumed to be Romania).

* * *

JAGUAR LAND ROVER TRANSITION APPROACH

* * *

                            DECEMBER 1, 2005                             PAGE 56

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

* * *

                            DECEMBER 1, 2005                             PAGE 57

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

PREPARATION AND READINESS

* * *

TRANSFER OF PERSONNEL, PROCESSES AND INFRASTRUCTURE

* * *

                            DECEMBER 1, 2005                             PAGE 58

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

LAUNCH

* * *

PROJECT LAUNCH METHODOLOGY AND TOOLSETS

* * *

                            DECEMBER 1, 2005                             PAGE 59

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

* * *

                            DECEMBER 1, 2005                             PAGE 60

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

CRITICAL ASSUMPTIONS, RISK ANALYSIS & MITIGATION STRATEGIES

* * *

                            DECEMBER 1, 2005                             PAGE 61

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

* * *

                            DECEMBER 1, 2005                             PAGE 62

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

ADHERENCE TO TIMELINES

* * *

                            DECEMBER 1, 2005                             PAGE 63

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

12.0 SPOC PROGRAM ASSUMPTIONS AND RESPONSIBILITIES

* * *

PROGRAM ASSUMPTIONS

* * *

                            DECEMBER 1, 2005                             PAGE 64

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

FORD RESPONSIBILITIES

* * *

                            DECEMBER 1, 2005                             PAGE 65

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

TECHTEAM RESPONSIBILITIES

* * *

                            DECEMBER 1, 2005                             PAGE 66

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

13.0 NORTH AMERICAN FACILITY AGREEMENT

As part of this agreement, Ford Motor North America requires TechTeam to provide
a facility suitable to support current North American operations, a true call
center environment, and an operationally efficient facility conducive to
communication, sharing, and learning.

The provision of facility services under this agreement will include the
following:

   -  Physical location

   -  Furniture

   -  Security

PHYSICAL LOCATION

The proposed space is located on the second floor in a secured area of the
Atrium building in Dearborn, Michigan. This space has been specifically
outfitted to meet Ford security requirements for infrastructure. The following
information is based on the site's floor plans for the space currently occupied
by the Ford SPOC Program. This information may be altered if further
requirements are gathered.

PHYSICAL ADDRESS:                    835 Mason Street; Dearborn, Michigan 48124

SQUARE FOOTAGE:                      23,016 Square Feet

EMPLOYEE WORKSTATIONS:               ~ 140

MANAGEMENT OFFICES:                  17 (East Wing = 10/West Wing = 7)

TEAM LEADER CUBES:                   14 (East Wing = 8/West Wing = 6)

TRAINING ROOMS:                      1 (W-250)

CONFERENCE ROOMS:                    3 (Client Connection Room/E-240/W-320)

SERVER ROOMS:                        1

BREAK ROOM:                          1 (Approximately 1,200 Square Feet)

BATHROOMS:                           Yes

PARKING:                             +/- 90 Available Parking Spaces

SECURITY

TechTeam utilizes a security system with badge reader access throughout the
facility and closed circuit cameras for common area monitoring. Access to this
facility is restricted to agents and management resources specifically assigned
to the Ford Global SPOC Program. At no time is a TechTeam employee, not part of
the SPOC operation, granted access to the secure area unless the SPOC management
grants specific permission. Ford employees who are dedicated to the Ford Global
SPOC Program are provided with a TechTeam badge in order to gain access to this
facility.

FURNITURE

TechTeam provides the furniture for the floor space occupied by the Ford Global
SPOC Program. This includes all the required furniture for the following:

                            DECEMBER 1, 2005                             PAGE 67

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

   -  Cubicles

   -  Offices

   -  Conference rooms

   -  Training room

The furniture used for the employees' workstations is part of the Hayworth
System. The furniture provided as part of this agreement was purchased new in
December 2001, and it is assumed that this same furniture will be used through
the entirety of this renewal project and no new furniture will be requested.

TELECOMMUNICATIONS

TechTeam does not provide any telecommunications infrastructure or support as
part of this agreement.

TechTeam realizes that in any state-of-the art call center environment, a robust
and effective telecommunications solution is critical to achieving optimal
success and efficiency. It is Ford's responsibility to maintain a
telecommunications solution that enables the Ford SPOC Program to effectively
support its end-user population.

TechTeam is poised to offer Ford possible telecommunication solutions at Ford's
request.

NETWORK

TechTeam does not provide any network connectivity, infrastructure, or support
as part of this agreement.

Ford network connectivity, infrastructure, and support are currently provided by
Ford and it is TechTeam's assumption that Ford will maintain responsibility for
the network as part of this agreement. This connection is required for the Ford
Global SPOC Program to be operational because agents require network connection
to the GIRS and related support technologies. The fiber is already in place from
the third floor connection location to the existing wiring room on the second
floor of the Atrium building.

In this configuration, only the Ford network will be available to the occupants
of the second floor. These resources will be limited to the staff (Ford and
TechTeam) that is directly related to supporting the Ford Global SPOC Program.
As part of this proposal, Ford also supplies a wireless network in this
facility. TechTeam and public Internet resources are only available per normal
Ford standards. The following diagram outlines the configuration currently in
place.

NOTE: TECHTEAM WILL HONOR ANY FORD AUDIT REQUESTS TO ENSURE FORD SECURITY
STANDARDS ARE UPHELD.

                            DECEMBER 1, 2005                             PAGE 68

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

* * *

FACILITY SCALABILITY REQUIREMENTS

As the SPOC Program North American region grows, Ford may require additional
facilities services as defined in this section above. Ford is aware that
TechTeam currently maintains facility space adjacent to the space currently
occupied by Ford, for TechTeam use. Through TechTeam's response to this SOW,
Ford is requesting that TechTeam provide pricing and a proposed consumption
process that could be implemented should Ford require the expansion into
additional facility space within the Dearborn Michigan Atrium building. TechTeam
should assume that the Facility Service Assumptions and Responsibilities listed
below will apply to all additional facilities services that Ford purchases from
TechTeam.

FACILITY SERVICES ASSUMPTIONS AND RESPONSIBILITIES

FORD RESPONSIBILITIES

  - Provide all tools that support the SPOC Program such as the following: GIRS,
    GIRB, SCOPE, building matrix, phone and client satisfaction databases, and
    associated search tools

  - Provide all standard software loads and utilities, and ensure compliance
    with software licensing and copyright laws

  - Provide all telecommunications access, infrastructure, and software

  - Provide LAN/WAN connectivity, infrastructure, and support

  - Provide all PCs, hardware, software, and infrastructure in alignment with
    the current setup at the Ford North American Support Center

  - Provide hardware support for workstations

  - Provide wireless access within the SPOC facility

  - Provide access to AT&T Language Line to assist support center analysts in
    communicating with callers speaking a language other than English or German

                            DECEMBER 1, 2005                             PAGE 69

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

TECHTEAM RESPONSIBILITIES

   -  Provide all required personnel access to the Atrium facility

   -  Comply with Ford security requests regarding telecommunications and
      network issues

   -  Provide facility, security and furniture for the Atrium facility

PROJECT ASSUMPTIONS

   -  All client-provided assets will be covered under TechTeam's insurance
      policy

   -  Ford's GIRS, GIRB, SCOPE, building matrix, phone, and SPOC client
      satisfaction databases will be the master sources of SPOC's documentation
      and data

                            DECEMBER 1, 2005                             PAGE 70

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

14.0 INVESTMENT SUMMARY

CORE SERVICES INVESTMENT METHODOLOGY

* * *

                            DECEMBER 1, 2005                             PAGE 71

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

CORE SERVICES PRICING MATRIX

* * *

MENU OPTION PRICING

* * *

                            DECEMBER 1, 2005                             PAGE 72

<PAGE>


FORD GLOBAL SPOC SCOPE OF WORK

* * *

                            DECEMBER 1, 2005                             PAGE 73

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

FIXED FEE ACTIVITIES

* * *

                            DECEMBER 1, 2005                             PAGE 74

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

* * *

                            DECEMBER 1, 2005                             PAGE 75

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

TIME AND MATERIALS ACTIVITIES

* * *

                            DECEMBER 1, 2005                             PAGE 76

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

NORTH AMERICAN FACILITIES PRICING

* * *

FACILITY EXPANSION

* * *

FACILITIES PRICING ASSUMPTIONS

* * *

                            DECEMBER 1, 2005                             PAGE 77

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

TRANSITION COSTS

* * *

RE-DESIGNED GLOBAL SPOC PROGRAM IMPLEMENTATION COSTS

* * *

JLR INTEGRATION IMPLEMENTATION COSTS

* * *

                            DECEMBER 1, 2005                             PAGE 78

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

UK-JLR MENU OPTION PRICING

EXPANDING JLR FROM 10 TO 11 CONTIGUOUS HOURS

* * *

JLR SPECIFIC SPOC MANUFACTURING SUPPORT CENTER OPTION

* * *

                            DECEMBER 1, 2005                             PAGE 79

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

VARIABLE PRICING

SEAT COUNT GROWTH

* * *

SEAT COUNT DECLINES

* * *

                            DECEMBER 1, 2005                             PAGE 80

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

QUALITY ASSURANCE PRICING

* * *

INVESTMENT

* * *

                            DECEMBER 1, 2005                             PAGE 81

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

TIME AND MATERIALS RATES

* * *

                            DECEMBER 1, 2005                             PAGE 82

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

DE-NIEHL (DE-KOLN) CREDIT - FORD EMPLOYEES WORKING IN SPOC

* * *

                            DECEMBER 1, 2005                             PAGE 83

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

INVESTMENT ASSUMPTIONS

* * *

CUSTOMER COUNT ASSUMPTIONS:

* * *

                            DECEMBER 1, 2005                             PAGE 84

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

GOVERNANCE ASSUMPTIONS:

* * *

OTHER INVESTMENT ASSUMPTIONS:

* * *

INVOICING METHOD

* * *

                            DECEMBER 1, 2005                             PAGE 85

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

15.0 AGREEMENT

INITIAL TERM

The term of this agreement shall commence upon the effective date of December 1,
2005 and shall remain in effect for thirty-six (36) months.

TERMS

FORD TERMS AND CONDITIONS

TechTeam agrees that the Global Ford Terms and Conditions for Non Production
Goods and Services FGT28, Rev.9/05 will govern the 2005-2008 Ford Global SPOC
Program contract. Ford and TechTeam have agreed to the following changes to the
Ford Terms and Conditions document:

  - TechTeam and Ford agree that the regional Purchase Orders will state that
    the SOW details the services provided and, to the extent it conflicts with
    the T&C's, the SOW controls. This approach also ensures that both Ford and
    TechTeam provide written consent to any design or deliverables changes.

  - Section 24, Termination/Expiration.

      - Section (b): TechTeam and Ford agree that the language will be modified
        to require TechTeam to concurrently notify Ford and the public of an
        agreement to sell the company.

  - TechTeam and Ford agree that the Terms and Conditions shall include the
    following language:

    In no event shall the total liability of TechTeam, or its employees,
    affiliates, agents, representatives or third-party information providers,
    for all damages, losses and causes of action whether in contract, tort,
    including negligence, or otherwise, either jointly or severally, exceed Ten
    Million dollars ($10,000,000) per incident. TechTeam's total liability for
    multiple incidents shall not exceed the aggregate dollar amount paid by Ford
    to TechTeam during one year for services provided by TechTeam under the
    terms of this agreement.

OTHER CONTRACT TERMS

  - TechTeam's performance will also be measured according to the service levels
    detailed in Section 6. Should TechTeam fail to meet these service level
    agreements, over a sustained period of time, they will have a period of
    sixty days to remedy their performance. If TechTeam fails to remedy their
    performance against the service level agreements, Ford Motor Company has the
    right to terminate the agreement. The exception to this performance remedy
    would be a deviation from the service level agreements that was agreed upon
    by the SPOC Board of Governors. For example, if Ford Motor Company asked
    TechTeam to reduce service levels in order to reduce costs, this would not
    be considered a valid performance issue.

  - Regional purchase orders will be raised in local currency and invoicing and
    payment will be in local currency.

  - Each regional purchase order will specifically state that Ford may terminate
    its purchase obligations under the Global SPOC Program Purchase Order, in
    whole or in part, with a ninety day written notice of termination to
    TechTeam.

                            DECEMBER 1, 2005                             PAGE 86

<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

The signatures below indicate both parties' agreement to all items within this
proposal document.

____________________________________    ____________________________________
        FORD MOTOR COMPANY                          TECHTEAM GLOBAL, INC.

/s/ Irene White                         /s/ James Hoen
------------------------------------    ------------------------------------
          Printed Name:                                 Printed Name:
IRENE WHITE, SPOC SUPPORT SERVICES           JAMES HOEN, VP-SALES NORTH AMERICA

____________________________________    ____________________________________
         Date: 2/28/2006                               Date: 2/28/2006

                            DECEMBER 1, 2005                             PAGE 87
<PAGE>

FORD GLOBAL SPOC SCOPE OF WORK

* * *
<PAGE>


                               FORD MOTOR COMPANY

                           GLOBAL TERMS AND CONDITIONS

                      FOR NON-PRODUCTION GOODS AND SERVICES

                                FGT28, REV. 9/05

                          EFFECTIVE SEPTEMBER 30, 2005


                                                                    Page 1 of 13

<PAGE>

                               FORD MOTOR COMPANY

Global Terms and Conditions for Non-Production Goods and Services

TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION   DESCRIPTION                                                       PAGE
-------   -----------                                                       ----
<S>       <C>                                                               <C>
   N/A    General                                                             3
   1      Offer, Acceptance                                                   3
   2      Modifications                                                       3
   3      Samples                                                             4
   4      Bailed Property                                                     4
   5      Delivery Dates, Releases                                            4
   6      Packing, Marking, Shipping                                          4
   7      Shipping Documents                                                  5
   8      Inspection                                                          6
   9      Invoices, Payment, Currency                                         6
   10     Applicable Taxes                                                    6
   11     Warranty                                                            6
   12     Defense and Indemnity                                               6
   13     Title and Engineering Drawings, Specifications                      7
   14     Infringement and Proprietary Rights                                 7
   15     Information and Data                                                8
   16     Personally Identifiable Information                                 9
   17     Copyrights                                                          9
   18     Subcontracts                                                        9
   19     Advertising                                                         9
   20     Audit Rights                                                        9
   21     Assignment                                                         10
   22     Excusable Delays                                                   10
   23     Remedies, Waivers                                                  10
   24     Termination/Expiration                                             10
   25     Compliance with Law                                                11
   26     Applicable Law and Arbitration                                     11
   27     Basic Working Conditions and Employment Status                     12
   28     Tooling: Title, Identification                                     13
   29     Tooling Invoices, Payment for Buyer-Owned Tooling                  13
</TABLE>


                                                                    Page 2 of 13

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FORD MOTOR COMPANY                                               FGT28, Rev 9/05

                           GLOBAL TERMS AND CONDITIONS
                      FOR NON-PRODUCTION GOODS AND SERVICES

     GENERAL

Ford Motor Company and its affiliated companies around the world comprise a
global entity whose business activities consist of development, manufacture,
marketing and sale of motor vehicles, automotive parts and financial services.
Our mission is to improve continually our products and services to meet our
customer's needs. The automotive vehicle market is undergoing constant
development. Our customers are constantly raising their requirements with
respect to function, quality and safety. Environmental leadership is becoming an
increasingly important aspect of customer choice. Thus, constant change and
improvement are necessary to be competitive.

Successful relationships with our suppliers are important to us. Our suppliers
are an essential part of our team, playing a pivotal role in helping us to
consistently deliver quality products to our customers. Ford and its suppliers
agree that every single component must meet or exceed the requirements and
expectations of our customers and that greater customer satisfaction is the only
way for both Ford and its suppliers to achieve long-term increased volume and
profitability. Our suppliers' commitment to quality and willingness to work
together are key to Ford becoming the preeminent manufacturer of cars and trucks
in the world which will allow each of us to grow our businesses and to provide
superior returns to our respective shareholders.

To achieve our mutual goal, we must work together to exceed customer
expectations by consistently delivering exciting new products, with high quality
and low cost. In view of these goals and objectives, Ford and its suppliers
agree that the following terms and conditions, which shall be applied in the
spirit of fairness and good faith, govern the purchase delivery of goods and
services from the supplier to Ford.

These terms and conditions and associated documents are issued on behalf of the
Ford company identified on the face of a Purchase Order as the "Buyer" and will
apply to all orders issued to you as the Seller for non-production goods and
services ("Supplies"). Purchase Orders and other associated purchasing documents
will be valid without signature if issued by Buyer through its computer system
or other electronic means. The reference to Purchase Order herein shall include
a blanket Purchase Order, Release, or similar documents issued by Buyer to
Seller.

1. OFFER, ACCEPTANCE

(a) A Purchase Order (or Release against a blanket Purchase Order) is an offer
to Seller by Buyer to enter into the purchase and supply agreement it describes.
Seller's commencement of work thereunder will constitute acceptance of the
offer.

(b) Acceptance is expressly limited to the terms of Buyer's offer. Once
accepted, such Purchase Order together with these terms and conditions will be
the complete and exclusive statement of the purchase agreement. Any
modifications proposed by Seller are expressly rejected by Buyer and shall not
become part of the agreement in the absence of Buyer's written acceptance.

2. MODIFICATIONS

(a) Buyer, at any time, by way of written notice to Seller, may change the
design (including drawings, materials and specifications), processing, method of
packing and shipping, and the date or place of delivery of the Supplies.

(b) If any such change affects cost or timing, Buyer will adjust the purchase
price and delivery schedules equitably.


                                                                    Page 3 of 13

<PAGE>

(c) Seller will not make any change in the design, processing, packing, shipping
or date or place of delivery of the Supplies unless done pursuant to Buyer's
instructions or with Buyer's written approval.

3. SAMPLES

Seller will supply samples in accordance with Buyer's quality standard QS9000
and/or its applicable supplements if samples are specified as required by a
Purchase Order.

4. BAILED PROPERTY

Seller bears all responsibility for loss of and damage to any property owned by
Buyer and in Seller's possession or control for use in performing a Purchase
Order, including responsibility for loss and damage which occur despite Seller's
exercise of reasonable care, but excluding normal wear and tear. Seller will (i)
properly house and maintain such property on Seller's premises, (ii) prominently
mark it Property of Buyer, (iii) refrain from commingling it with the property
of Seller or with that of a third party, (iv) adequately insure such property
against loss or damage, and (v) not move it to another location whether owned by
Seller or a third party, without the prior written consent of Buyer, except in
the case of an emergency, Seller may move such property provided that it gives
Buyer notice that the property has been moved and the location of the property
as soon as reasonably practicable. Buyer will have the right to enter Seller's
premises at reasonable times to inspect such property and Seller's records
pertaining thereto. Where permitted by law, Seller waives any lien that Seller
might otherwise have on any of Buyer's property for work done thereon or
otherwise. Seller will assign to Buyer any claims Seller has against third
parties with respect to Buyer's property. Upon request, Seller immediately will
deliver such property at Buyer's option F.O.B. Carrier Seller's facility (Ex
Works Loaded) or F.O.B. Buyer's premises (CIF Buyer Plant/Delivered Buyer
Plant), properly packed and marked in accordance with the requirements of the
carrier and Buyer. Seller will cooperate with Buyer's removal of the property
from Seller's premises.

5. DELIVERY DATES, RELEASES

If delivery dates are not specified in a Purchase Order, Seller will procure
materials and fabricate, assemble, and ship Supplies or provide services only as
authorized in shipment releases issued to Seller by Buyer. Buyer may return
overshipments to Seller at Seller's risk and expense for all packing, handling,
sorting, and transportation. Buyer, at any time may change or temporarily
suspend shipping schedules specified in a Purchase Order or shipment release or
other written instructions issued by Buyer pursuant to this Section. For
Supplies shipped to North American destinations, the North American Shipping &
Routing Guide (Web-Guide) will apply. Time and quantity are of the essence in
any Purchase Order. Unless otherwise agreed, delivery times specified are the
times of delivery of the Supplies at Buyer's designated place of delivery or
destination.

6. PACKING, MARKING, AND SHIPPING

(a) Seller will pack, mark and ship Supplies in accordance with all applicable
packaging standards of Buyer and, as appropriate, the carrier transporting such
Supplies. For Supplies shipped to European destinations, the applicable
standards are contained in Buyer's Supplier Packaging Guide (EU1750 - Web-Guide)
and for Supplies shipped to North American destinations, Buyer's Ford Packaging
Guidelines (MFG ENG 1750 - Web-Guide) shall apply. Buyer's standards for
Supplies shipped to all other destinations may be requested from Buyer's
representative. Seller will ensure that any third parties who supply packaging
for Buyer's Supplies agree to comply with such standards. Seller will reimburse
Buyer for all expenses incurred by Buyer as a result of improper packing,
marking, routing, or shipping.

(b) Upon request, Seller will assist Buyer with regard to packing, marking,
routing, and shipping that will enable Buyer to secure the most economical
transportation rates.


                                                                    Page 4 of 13

<PAGE>

(c) Seller will not charge separately for packing, marking, or shipping, or for
materials used therein unless Buyer specifies in writing that it will reimburse
Seller for such charges.

(d) Buyer may require shipment of any of the Supplies by a more expeditious
method of transportation if Seller fails to meet the shipping requirements of a
Purchase Order and Seller will bear the cost difference of such transportation
unless such failure is due to an excusable delay as specified in Section 22.

(e) For Supplies that may contain potentially hazardous materials, if requested
by Buyer, Seller shall promptly furnish to Buyer in whatever form and detail
Buyer requests (i) a list of all potentially hazardous ingredients in the
Supplies (ii) the quantity of one or more such ingredients and (iii) information
concerning any changes in or additions to such ingredients. Before shipping the
Supplies, Seller agrees to furnish to Buyer sufficient warning and notice in
writing (including appropriate labels on the Supplies, containers and packing)
of any hazardous material that is an ingredient or a part of any of the
Supplies, together with such special handling instructions necessary to advise
carriers, Buyer, and their respective employees how to exercise that measure of
care and precaution that will best prevent bodily injury or property damage in
the handling, transportation, processing, use or disposal of the Supplies,
containers and packing shipped to Buyer. Seller shall comply with all applicable
federal, state, provincial and local laws and regulations pertaining to product
and warning labels.

(f) Seller shall comply with Buyer's applicable Web-Guide for Environmental
Requirements which is an integral part of the Purchase Order.

7. SHIPPING DOCUMENTS

(a) For Supplies shipped to European destinations:

     (i) Bills of Lading and Advice Notes must accompany each material shipment.
In all other respects Seller shall conform to Buyer's applicable Material
Shipping Guide.

     (ii) Generally applicable delivery terms and title transfer are as shown in
Buyer's Material Shipping Guide unless agreed otherwise in writing between the
parties. Specific delivery terms applying to each Purchase Order will be stated
thereon and on any other such documents as are referenced on the relevant order.

(b) For Supplies shipped to North American destinations:

     (i) Seller will obtain a straight bill of lading from the carrier of the
Supplies and will include on each packing slip and bill of lading the relevant
Purchase Order number and the destination address.

     (ii) Seller will include a numbered master packing slip with each shipment.
For shipments of less than a full carload or truckload, the slip will be
included in one of the packages that will be marked "Packing Slip Inside." For
full carload and truckload shipments the master packing slip will be enclosed in
an unsealed envelope that is affixed near the door on the inside of the freight
vehicles.

     (iii) Seller will retain the original bill of lading for three years from
the date of shipment unless otherwise directed by the Traffic Manager at the
destination facility.

     (iv) For each international shipment, Seller will comply with the customs
invoicing and documentation requirements of the destination country. Seller will
include a priced invoice (if required) with the master packing slip and upon
request will furnish all other documentation required for export from Seller's
country or import into Buyer's country. Any and all benefits or credits
resulting from a Purchase Order with Buyer including but not limited to trade
credits, export credits, customs drawbacks, rebate of taxes, fees, etc. will
belong to Buyer (unless otherwise stated on a Purchase Order or a country's
practice is to let credits remain with Seller). Seller upon request will furnish
all documents required to obtain the foregoing benefits and credits and will
identify the country of origin of the materials


                                                                    Page 5 of 13

<PAGE>

used in the Supplies and the value added thereto in each country. Additional
customs information is available upon request from Buyer's customs department in
the destination country.

8. INSPECTION

Buyer at its option may reject and return at Seller's risk and expense, or
retain and correct, Supplies that fail to conform to the requirements of a
Purchase Order even if the nonconformity does not become apparent until the
manufacturing or processing stage. If Buyer elects to correct the Supplies, it
will consult with Seller on the method of correction. Seller will reimburse
Buyer for all reasonable expenses resulting from rejection or correction.

9. INVOICES, PAYMENT, CURRENCY

(a) Payment terms will be as specified in the relevant Purchase Order. See
Payment Web-Guide for more detailed descriptions.

(b) Seller agrees that all its accounts with Buyer will be administered on a net
settlement basis and that Buyer may set off and recoup debits and credits,
including Buyer's attorney fees and costs of enforcement, against any of
Seller's accounts regardless of basis for such debits or credits and without
additional notice. In this subsection 9(b) "Buyer" includes Buyer's parent,
subsidiaries and affiliates, and "Seller" includes Seller's parent and
subsidiaries.

(c) Unless a Purchase Order specifically states otherwise, all payments for
Supplies shall be made in the local currency of the Seller's manufacturing
location for the Supplies or in the case of services, in the local currency of
Buyer's location that receives the services.

10. APPLICABLE TAXES

The total price specified for Supplies on a Purchase Order will include all
elements of freight, duty and tax as specified in the relevant delivery term
with the exception of value added tax (VAT), if applicable, which will be shown
separately on Seller's invoice. Seller shall comply with all applicable
provisions of Buyer's Tax Web-Guide that is an integral part of each Purchase
Order. All applicable U.S. state sales tax direct pay permit numbers, and
Canadian federal and provincial license/permit numbers are listed in Buyer's Tax
Web-Guide.

11. WARRANTY

(a) Seller warrants that Supplies under a Purchase Order will, during the
warranty period specified below, conform to the applicable drawings,
specifications, or other description furnished pursuant to the Purchase Order,
and regulations in force in countries where the Supplies are to be sold, be free
of defects in design (to the extent that Seller furnished the design),
materials, and workmanship and be suitable for the purpose intended.

(b) The warranty period for non-production Supplies shall be the greater of one
year after final acceptance by Buyer, or the period specified on Buyer's
Purchase Order.

12. DEFENSE AND INDEMNITY

(a) To the full extent permitted by applicable law, Seller will indemnify Buyer,
its directors, officers and employees and authorized dealers for all expenses
(including attorney fees, settlements, and judgments) incurred by Buyer in
connection with all claims (including lawsuits, administrative claims,
regulatory actions, and other proceedings to recover for personal injury or
death, property damage, or economic losses) that are related in any way to
Seller's representations, performance or obligations under a Purchase Order,
including claims based on Seller's breach of warranty and claims for any related
violations of any applicable law, ordinance or regulation or government
authorization or order. Seller's


                                                                    Page 6 of 13

<PAGE>

obligation to indemnify under this Section will apply regardless of whether the
claim arises in tort, negligence, contract, warranty, strict liability or
otherwise except to the extent of the negligence of Buyer.

(b) If Seller provides services to Buyer on Buyer's premises, Seller will
examine the premises to determine whether they are safe for such services and
will advise Buyer promptly of any situation it deems to be unsafe. Seller's
employees, contractors and agents will not possess, use, sell or transfer
illegal drugs, medically unauthorized drugs or controlled substances, or
unauthorized alcohol, and will not be under the influence of alcohol or drugs on
Buyer's premises. Seller shall be exclusively responsible for, shall bear, and
shall relieve Buyer from liability for all loss, expense, damage or claims
resulting from bodily injury, sickness or disease, including death at any time
resulting therefrom, sustained by any person or persons, or on account of damage
to or destruction of property, including that of Buyer, arising out of, or in
connection with the performance of work on Buyer's premises except that Seller
shall not be responsible for or relieve Buyer from liability for claims arising
from the willful misconduct or the sole negligence of Buyer. For services
performed on Buyer's premises in Canada, Seller must furnish, prior to payment,
evidence of compliance with the Workplace Safety and Insurance Act, 1997 or
other applicable workers' compensation legislation.

13. TITLE AND ENGINEERING DRAWINGS, SPECIFICATIONS

(a) Any documents, including drawings and specifications produced or acquired by
Seller under a Purchase Order will belong to Buyer, subject only to Seller's
patent rights, but without any other restrictions on Buyer's use, including
reproduction, modification, disclosure or distribution of the documents or the
information contained therein. To the extent such documents contain original
work of authorship created in order to comply with a Purchase Order, the
copyrights to such work shall be owned by Buyer in accordance with Section 17.
Seller agrees not to label any such documents with a notice asserting that the
documents contain confidential or proprietary information of Seller. Any
engineering drawing that Seller is required to prepare and furnish to Buyer will
conform to the requirements of the local computer aided design standards of the
Buyer.

(b) All drawings, know-how, and confidential information supplied to Seller by
Buyer and all rights therein will remain the property of Buyer and will be kept
confidential by Seller in accordance with Section 15(f). Seller is licensed to
use Buyer's drawings, know-how, and confidential information only for the
purpose of fulfilling its obligations under a Purchase Order. In addition to the
obligations of Section 15(f), Seller will not disclose such drawings to third
parties unless this is required for Seller to fulfill its duties under a
Purchase Order. Seller will inform Buyer in writing of any third parties to whom
Seller subcontracts any of the work required under a Purchase Order specifying
in detail the work which has been subcontracted to such third party. Seller will
ensure that any third party to whom Seller subcontracts any of the work
hereunder is bound by all the terms and conditions relating to such work to
which Seller is bound under a Purchase Order.

14. INFRINGEMENT AND PROPRIETARY RIGHTS

(a) Seller at its expense will indemnify and hold Buyer harmless with respect to
every claim that may be brought against Buyer or others that use the Supplies of
a Purchase Order, for any alleged infringement of any present or future patent,
copyright, industrial design right or other proprietary right based on Seller's
activity under a Purchase Order, or the manufacture, sale, or use of the
Supplies (i) alone, (ii) in combination by reason of their content, design or
structure, or (iii) in combination in accordance with Seller's recommendations.
Seller will investigate and defend or otherwise handle every such claim, and at
Buyer's request, assist Buyer in Buyer's investigation, defense, or handling of
any such claim. Seller will pay all expenses and damages or settlement amounts
that Buyer and others selling Buyer's products or using the Supplies of a
Purchase Order may sustain by reason of each such indemnified claim. Seller's
obligations will apply even though Buyer furnishes all or any portion of the
design and specifies all or any portion of the processing used by Seller.

(b) Seller grants to Buyer a nonexclusive, royalty free, permanent, paid-up,
irrevocable license with a right to grant a sublicense to any of its Related
Companies to rebuild and have rebuilt the Supplies of a


                                                                    Page 7 of 13

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Purchase Order. "Related Company" means Ford Motor Company (U.S.) (if it is not
the Buyer under a Purchase Order) and any company in which Ford Motor Company
(U.S.) owns, directly or indirectly, twenty-five percent or more of the capital
or voting stock.

(c) Seller will not sell or otherwise dispose or transfer any product, that is
supplied to Buyer under a Purchase Order and that incorporates any trademark,
patentable invention, copyright work, industrial design or other matter that is
the subject of any intellectual property right of Buyer or any of its Related
Companies, to any party other than Buyer, except where specifically authorized
by Buyer in writing.

15. INFORMATION AND DATA

(a) Seller will furnish to Buyer, or another party designated by Buyer, without
restrictions on use or disclosure, all information and data Seller acquires or
develops in the course of Seller's activities under a Purchase Order. At Buyer's
request, Seller also will discuss with Buyer or another party designated by
Buyer, without restrictions on use or disclosure, any potential design, quality
or manufacturing problems with Supplies Seller worked on or produced pursuant to
a Purchase Order.

(b) At Buyer's request, Seller will furnish to Buyer all other information and
data of Seller which Buyer deems necessary to understand the operation and to
maintain the goods delivered under a Purchase Order, and to understand and apply
the information and data of Section 15(a) hereof, with no restrictions on use
other than Seller's patent rights.

(c) With respect to inventions which Seller conceives or first reduces to
practice in the course of Seller's experimental or developmental activities
under a prior development agreement, early sourcing agreement, or a Purchase
Order, Seller grants to Buyer a permanent, paid-up, nonexclusive, worldwide
license, with a right to sublicense others, to make, have made, use, have used
and sell manufactures, compositions, machines, and processes, covered by patents
obtained for such inventions.

(d) Seller grants to Buyer a permanent, paid-up, nonexclusive, worldwide
license, with a right to grant a sublicense to any of its Related Companies, to
(i) make, have made, use, have used and sell manufactures, compositions,
machines and processes used in products or services made by or for Buyer or any
of its Related Companies, under any other patents which are now or hereafter
owned or controlled by Seller and are necessary to exercise Buyer's rights in
Section 15(c), and (ii) use, repair, modify and sell any operating software
incorporated in the Supplies in conjunction with the use or sale of the
Supplies.

(e) To the extent Buyer requires a license that is not provided in Sections
15(c) and 15(d), Seller grants to Buyer, and agrees to grant to any Related
Company designated by Buyer, a nonexclusive license, on reasonable terms and
conditions, to make, have made, use, have used and sell manufactures,
compositions, machines and processes used in products or services made by or for
Buyer or any of its Related Companies, under any patents now or hereafter owned
or controlled by Seller which cover any inventions embodied in the Supplies of a
Purchase Order.

(f) Unless otherwise indicated in writing by Buyer, Seller will use reasonable
care to prevent disclosing to others and will use only for the benefit of Buyer,
(i) the technical information and data furnished by Buyer or developed or
acquired by Seller in its work under a Purchase Order, prior development
agreement or early sourcing agreement for Supplies related to or using such
technical information or data, and (ii) information relating to any portion of
Buyer's business that Seller may acquire in the course of Seller's activities
under a Purchase Order, prior development agreement or early sourcing agreement.
This obligation shall continue so long as any Purchase Order for Supplies
related to or using such technical information or data is in effect and for a
period of two years thereafter. This obligation will not apply to information
that is or becomes publicly known through no fault of Seller. Nevertheless,
Seller may disclose the information and data of subsections (f)(i) and (f)(ii)
hereof to third parties if this is required for Seller to fulfill its duties
under a Purchase Order and such third parties have agreed to conditions at least
as stringent as those contained herein.


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16. PERSONALLY IDENTIFIABLE INFORMATION

Seller will use Reasonable Care to protect the security, integrity and
confidentiality of Buyer's Personally Identifiable Information. "Reasonable
Care" is the standard of care Seller will use in protecting the security,
integrity and confidentiality of its own confidential information. Buyer's
"Personally Identifiable Information" is (i) information regarding Buyer's or
any of its Related Companies' customers and (ii) information regarding Buyer's
or any of its Related Companies' employees excluding in the case of employees,
business contact information (name, business telephone number, business address)
used by Seller solely for business contact purposes related to providing
Supplies under the Purchase Order.

17. COPYRIGHTS

(a) Any work of authorship created by Seller or Seller's employees under a
Purchase Order which is specially ordered or commissioned by Buyer will be
considered as a "work made for hire" and all copyrights for such works of
authorship will belong to Buyer.

(b) In the event any portion of any work of authorship created by the Seller in
performing the services under a Purchase Order does not qualify as "work made
for hire", Seller hereby assigns or, if Seller has failed to previously secure
ownership of all copyrights in such portion, will obtain title and assign all
copyrights to such work to Buyer.

(c) All works of authorship subject to Sections 17(a) or 17(b) will bear a valid
copyright notice designating Buyer as the copyright owner, for example:
"Copyright (C) 200X, Ford Motor Company", where "200X" is the year the work was
created.

(d) Seller hereby grants to Buyer a permanent, nonexclusive, paid-up, worldwide
license, with a right to grant a sublicense to any of its Related Companies,
under each copyright it owns and controls or has the right to license, in each
work of authorship fixed in any tangible medium of expression furnished by
Seller to Buyer or its designee pursuant to a Purchase Order, to use such work,
to reproduce such work, to prepare derivative works, to distribute copies of
such work to the public, and to perform and display such work publicly.

18. SUBCONTRACTS

In each subcontract of Seller's work performed pursuant to a Purchase Order,
Seller will obtain for Buyer the rights and licenses granted in Sections 13, 15,
and 17, and, if applicable, Section 28.

19. ADVERTISING

Any reference to Buyer or any of its Related Companies or use of Buyer's trade
marks or logos by Seller in Seller's advertising or publicity materials will
comply with Buyer's Publicity Web-Guide and Advertising Web-Guide

20. AUDIT RIGHTS

Buyer will have the right at any reasonable time to send its authorized
representatives to examine all pertinent documents and materials in the
possession or under the control of Seller relating to any of Seller's
obligations under a Purchase Order or any payments requested by Seller pursuant
to a Purchase Order. Seller shall maintain all pertinent books and records
relating to a Purchase Order for a period of two years after completion of
services or delivery of Supplies pursuant to that Purchase Order.


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21. ASSIGNMENT

Seller will not assign or delegate all or substantially all of its substantive
duties under a Purchase Order, nor transfer to another any intellectual property
right that is licensed to Buyer under Section 15, without Buyer's prior written
approval. Seller will provide Buyer with reasonable advance written notice of
any assignment of Seller's right to receive payment under a Purchase Order. Any
such assignment shall not prohibit Buyer from enforcing any of its rights
against the assignee. Buyer will have the right to assign any benefit or duty
under a Purchase Order to any third party upon notice to Seller.

22. EXCUSABLE DELAYS

Neither Buyer nor Seller will be liable for a failure to perform that arises
from causes or events beyond its reasonable control and without its fault or
negligence, including labor disputes. The party claiming the excusable delay
shall give notice in writing as soon as possible after the occurrence of the
cause relied on and after termination of the condition. In the event of an
excusable delay in performance, Buyer at its option may acquire possession of
all finished goods, work in process, and parts and materials produced or
acquired for the work under a Purchase Order, and Seller will deliver such
articles to Buyer, at Buyer's option, Seller's facility (Ex Works Loaded) or
F.O.B. Buyer's facility (CIF Buyer Plant/Delivered Buyer's Plant). Buyer may
also obtain the Supplies covered by a Purchase Order elsewhere for the duration
of the impediment and a reasonable period thereafter. Prior to the expiration of
any directly related labor contract of Seller, Seller at its expense will take
such actions as Seller may reasonably determine to ensure the uninterrupted
production of supplies for a period of 30 days for Buyer during any anticipated
labor disruption or slowdown resulting from the expiration of the labor
contract.

23. REMEDIES, WAIVER

The individual remedies reserved in a Purchase Order will be in addition to any
remedies provided by law. No waiver of any breach of any provision of a Purchase
Order will constitute a waiver of any other breach of such or any other
provisions.

24. TERMINATION/EXPIRATION

(a) Unless a Purchase Order specifically states otherwise, Buyer may terminate
its purchase obligations under a Purchase Order, in whole or in part, at any
time by a written notice of termination to Seller. Buyer will have such right of
termination notwithstanding the existence of an Excusable Delay of Section 22.

(b) Buyer may terminate a Purchase Order without liability to Seller if Seller
(i) sells, or offers to sell, a substantial portion of its assets used for the
production of Supplies for Buyer, or (ii) sells or exchanges, or offers to sell
or exchange an amount of its stock that would result in a change in the control
of Seller. Buyer shall give Seller written notice of the termination at least 30
days prior to the effective termination date. Seller shall notify Buyer no more
than ten days after entering into any negotiations for the sale or exchange of
its stock or assets that could result in a change of control of Seller. Upon
Seller's request, Buyer will execute an appropriate non-disclosure agreement
relating to information disclosed by Seller regarding the potential transaction.

(c) Upon receipt of the notice of termination, Seller, unless otherwise directed
by Buyer, will (i) terminate promptly all work under a Purchase Order; (ii)
transfer title and deliver to Buyer the finished work, the work in process, and
the parts and materials which Seller produced or acquired in accordance with a
Purchase Order and which Seller cannot use in producing goods for itself or for
others; (iii) verify/settle all claims by subcontractors for actual costs that
are rendered unrecoverable by such termination and provided the recovery of
materials in Seller's possession is ensured; and (iv) take actions reasonably
necessary to protect property in Seller's possession in which Buyer has an
interest until disposal instruction from Buyer has been received; and (v) upon
Buyer's reasonable request, cooperate with Buyer in effecting resourcing
production of the Supplies to a different supplier.


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(d) Upon termination by Buyer under this Section, Buyer's obligation to Seller
will be (i) the Purchase Order price for all finished work and completed
services which conform to the requirements of a Purchase Order; (ii) Seller's
actual cost of the work in process and parts and materials transferred to Buyer
in accordance with subsection (c) (ii) hereof; (iii) Seller's actual costs of
settling the claims by subcontractors of subsection (c) (iii) hereof; and (iv)
Seller's actual cost of carrying out its obligations of subsection (c) (iv)
hereof, but Buyer's obligations will not exceed those Buyer would have had to
Seller in the absence of termination. Unless otherwise stated in a Purchase
Order, Buyer shall have no obligation for and shall not be required to make
payments to Seller, directly or on account of claims by Seller's subcontractors,
for loss of anticipated profit, unabsorbed overhead, interest on claims, product
development and engineering costs, tooling, facilities and equipment
rearrangement costs or rental, unamortized depreciation costs, and general and
administrative burden charges from termination of a Purchase Order.

(e) Seller will furnish to Buyer, within one month after the effective date of
termination, Seller's termination claim, which will consist exclusively of the
items of Buyer's obligation to Seller that are listed in subsection (c) hereof.
Buyer may audit Seller's records, before or subsequent to payment, to verify
amounts requested in Seller's termination claim.

(f) Buyer will have no obligation to Seller under (a), (c), (d), or (e) above if
Buyer terminates its purchase obligations of a Purchase Order because of a
default by Seller.

25. COMPLIANCE WITH LAW

(a) Seller and Supplies shall comply with applicable laws, rules, regulations,
orders, conventions, ordinances or standards of the country of destination or
which relate to the manufacture, labeling, transportation, importation,
licensing, approval or certification of the Supplies, including those relating
to environmental matters, wages, hours, and conditions of employment,
subcontractor selection, discrimination, occupational health/safety, and motor
vehicle safety. At Buyer's request, Seller shall certify in writing its
compliance with any or all of the foregoing. Buyer requires strict compliance
with this provision and has the right to immediately terminate a Purchase Order
if there is a breach hereof.

(b) For Supplies shipped to European destinations Seller will notify Buyer of
the 'Classification of Dangerous Goods' in conformity with the "European
Agreement concerning the International Carriage of Dangerous Goods" prior to the
first delivery of such Supplies.

26. APPLICABLE LAW AND ARBITRATION

(a) A Purchase Order shall be governed by the law of Buyer's principal place of
business without regard to conflict of laws provisions thereof, and litigation
on contractual causes arising from a Purchase Order shall be brought only in
that jurisdiction. For Ford Motor Company, a Delaware corporation and any U.S.
subsidiary, joint venture or other operation located in the U.S., the principal
place of business will be deemed to be Michigan. The UN Convention for the
International Sale of Goods is expressly excluded.

(b) If either party initiates litigation on such contractual causes, the other
party shall have the right to initiate mediation and binding arbitration in
accordance with the following: (i) In the case of Ford Motor Company or any of
its U.S. subsidiaries, joint ventures or other operations located in the U.S.,
the Model Procedure for Mediation of Business Disputes of the Center for Public
Resources ("CPR") and, in the case of arbitration, the CPR Rules for
Non-Administered Arbitration of Business Disputes; (ii) In the case of any Ford
Company subsidiary, joint venture or other operation located in Europe, with the
then-current Model Procedure for Mediation of Business Disputes of the CPR
Institute for Business Resolution or the mediation procedures of the Centre for
Dispute Resolution ("CEDR") in London and, in the case of arbitration, the Rules
of the London Court of International Arbitration; (iii) in the case of Ford
Motor Company of Canada, Limited or any of its Canadian subsidiaries, joint
ventures or other operations located in Canada, the CPR and to the extent not
inconsistent with CPR, the Arbitration Act, 1991 (Ontario) (the "Act"); (iv) in
the case of Ford Motor Company of Australia Limited, or any of its Australian
subsidiaries, joint ventures or other operations located in Australia, the CPR
and in the case of


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arbitration, the Institute of Arbitrators Australia Expedited Commercial
Arbitration Rules except for Rule 19. Each party will bear equally the costs of
the mediation and arbitration.

     (i) The parties will jointly appoint a mutually acceptable mediator or
arbitrator, seeking assistance in such regard from CPR or CEDR, as appropriate,
if they have been unable to agree upon such appointment within 20 days.

     (ii) The parties agree to participate in good faith in the mediation and
negotiations related thereto for a period of 30 days. If the parties are not
successful in resolving the dispute through the mediation, then the parties
agree to submit the matter to binding arbitration by a sole arbitrator in
accordance with the CPR Rules for Non-Administered Arbitration of Business
Disputes, or, where the mediation procedures of CEDR have been adopted, in
accordance with the Rules of the London Court of International Arbitration. In
Canada, neither party may appeal the arbitration award to a court based on
questions of law, fact or mixed law and fact.

     (iii) Unless otherwise agreed by the parties in writing, mediation or
arbitration involving Ford Motor Company and any U.S. subsidiary, joint venture
or other operation located in the U.S. shall take place in the City of Dearborn,
Michigan and this Section 26 is subject to the Federal Arbitration Act, 9
U.S.C.A. Section 1 et seq. and judgment upon the award rendered by the
Arbitrator, if any, may be entered by any U.S. court having jurisdiction
thereof.

Mediation or arbitration involving Ford Motor Company of Canada, Limited or any
of its Canadian subsidiaries, joint ventures or other operations located in
Canada shall take place in Oakville, Ontario. The language shall be English.
Mediation or arbitration involving any Ford Company, subsidiary, joint venture
or other operation located in Europe shall take place in London and the language
shall be English. Mediation or arbitration involving Ford Motor Company of
Australia Limited or any of its Australian subsidiaries, joint ventures or other
operations located in Australia shall take place in Melbourne, Victoria,
Australia. Equitable remedies shall be available in any arbitration. Punitive
and exemplary damages shall not be awarded.

27. BASIC WORKING CONDITIONS AND EMPLOYMENT STATUS

(a) Basic Working Conditions When the Seller performs work on the Supplies or
their component parts and /or provides Services, the Seller will not: (i) use
forced labor, regardless of its form; (ii) employ any person below the age of
15, unless it is part of a government approved job training, apprenticeship or
other program that would be clearly beneficial to its participants; or (iii)
engage in physically abusive disciplinary practices.

(b) Subcontractors If the Seller retains subcontractors to perform work on the
Supplies or their component parts and/or provide Services, the Seller will use
only subcontractors that will adhere to the requirements of Section 27(a). The
Seller will monitor the subcontractor's compliance.

(c) Adoption of Code The Buyer has adopted a CODE OF BASIC WORKING CONDITIONS
that includes the requirements of Section 27(a) and other work-place practices.
The Code applies to all of the Buyer's operations. The Code can be found via the
Social Responsibility Web-Guide or by contacting the Buyer directly. The Seller
is encouraged to adopt and enforce a similar code of practice and to have its
subcontractors do so.

(d) Certification of Compliance The Seller represents when it delivers the
Supplies and/or provides the Services that it has complied with the requirements
of Section 25, Section 27(a) and Section 27(b). The Buyer may retain an
independent third party, or request the Seller to retain one reasonably
acceptable to the Buyer, to: (i) audit the Seller's compliance with the
requirements of Section 27; and (ii) provide the Seller and the Buyer with
written certification of the Seller's compliance, including areas for potential
improvement.


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(e) Cost of Audit The Seller may bear the cost of any third-party audit and
certification, regardless of which party retained the auditor. The Buyer, at its
option, may accept an audit or certification by the Seller in lieu of a
third-party certification.

(f) Temporary Assignment of Employees The temporary assignment of employees of
one party to the facilities operated by the other party will not affect the
status or change the employment relationship of the assigned employees.

28. TOOLING: TITLE, IDENTIFICATION

All right, title, and interest in and to any part of Tooling to be paid for by
Buyer ("Buyer-owned Tooling") shall pass to Buyer as soon as it is acquired or
fabricated in accordance with a Purchase Order. During the term of a Purchase
Order, all such Buyer-owned Tooling in the possession of Seller shall be deemed
to be Bailed Property and shall not be deemed to be a fixture or a part of
Seller's real property. Seller will (i) properly house and maintain such
property on Seller's premises, (ii) prominently mark it Property of Buyer, (iii)
refrain from commingling it with the property of Seller or with that of a third
party, and (iv) adequately insure it against loss or damage and (v) not move it
to another location whether owned by Seller or a third party, without the prior
written consent of Buyer, except in the case of an emergency, Seller may move
the Tooling property provided that it gives Buyer notice that the Tooling has
been moved and the location of the Tooling as soon as reasonably practicable.
Seller shall indemnify Buyer against any claim adverse to Buyer's ownership of
the Buyer-owned Tooling, except as such claims may result from any acts or
omissions of Buyer. To the extent permitted by law, Seller waives its right to
object to the repossession of the Buyer-owned Tooling by Buyer in the event
Seller is involved in bankruptcy proceedings. While in its possession, Seller,
at Seller's expense, shall maintain the Buyer-owned Tooling in first class
condition and immediately replace any items which are lost or destroyed or
become worn out. All repaired or replaced Buyer-owned Tooling shall be the
property of Buyer. Wear and repair of the Buyer-owned Tooling is Seller's
responsibility. Title to any modifications, changes or accessions to Buyer-owned
Tooling shall vest in Buyer regardless of whether Buyer has reimbursed Seller
for such modification, changes or accessions. Seller shall keep such records in
relation to the Buyer-owned Tooling as Buyer may reasonably require. None of the
Buyer-owned Tooling shall be used in the production, manufacture or design of
any goods or materials except to the order of Buyer. Seller shall not sell or
otherwise dispose of any product using Buyer-owned Tooling to any party other
than Buyer except where specifically authorized by Buyer in writing. Seller's
responsibility continues beyond the expiry date of the related parts Purchase
Order. If the Buyer-owned Tooling is not utilized to produce any parts for Buyer
for a period of two years, Seller shall so notify Buyer and request instructions
as to the disposition of the Buyer-owned Tooling. If Seller subcontracts all or
any portion of the manufacture of the Buyer-owned Tooling, Seller shall so
notify Buyer in advance and obtain for Buyer all of the rights contained in this
Section 28 from each such subcontractor used by Seller.

29. TOOLING INVOICES, PAYMENT FOR BUYER-OWNED TOOLING

To the extent permitted by applicable law, any payments made by Buyer for
Buyer-owned Tooling are expressly intended by Buyer to be held in trust for the
benefit of any subcontractor(s) used by Seller to produce the Buyer-owned
Tooling that are covered by such payments and Seller agrees to hold such
payments as trustee in express trust for such subcontractors until Seller has
paid the subcontractors in full for the Buyer-owned Tooling. Seller acknowledges
and agrees that its subcontractor is an intended third party beneficiary of the
terms of this section relating to the express trust and as such, the tooling
subcontractors shall have the right to enforce these terms directly against
Seller in their own name. Seller agrees that Buyer has no obligation to Seller
or Seller's tooling subcontractor under this section other than making the
payment to Seller in accordance with a Purchase Order. In the event Seller's
tooling subcontractor brings an action against Seller under this section, Seller
agrees that it will not join Buyer in any such action.


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