DISTRIBUTOR AGREEMENT

GRADALL EQUIPMENT
DISTRIBUTOR AGREEMENT


AGREEMENT between THE GRADALL COMPANY of New Philadelphia, Ohio (hereinafter called "The Company") and: Western Traction Company 1333 Atlantic Street Union City, California 94587


(hereinafter called 'The Distributor") covering the sale of Gradall EXCAVATOR equipment. including superstructure. wheel undercarriage, crawler, attachments and parts set forth in Annex "A" and/or Annex "A-1" attached hereto (hereinafter sometimes referred to as "products"):


Territory: The Distributor's territory shall consist of the following area:


In the State of California, all counties North of, but excluding San Luis Obispo, Kern, Inyo and the Eastern slope of the Sierra Nevada Mountains in Mono County.


A. Transactions Covered: The Distributor shall have the privilege of purchasing such products and reselling the same as an authorized Distributor for the Company. No sales of used, repaired, rebuilt or second-hand products are covered by this Agreement, nor other new products unless specifically listed in Annex "A" and/or Annex "A-1.


B. Sales Activities: The Distributor shall use his best efforts in promoting. maintaining and increasing the sale and use of said products in the territory. He agrees to carry in stock within his territory certain of the products covered hereby of a type and quantity to be mutually agreed on. He shall maintain within his territory an organization and facilities adequate and appropriate for his territory. for the solicitation of business. and the storage. installation. and servicing of said products.


The Company shall provide the Distributor with such quantities of its sales literature, including price lists, catalogs, photographs and circulars, at are regularly furnished to its Distributors; and the Distributor shall be responsible for regular distribution of such sales literature. Additional quantities of the literature shall be requested regularly to insure an adequate supply on hand at all times.


C. Prices: The Company will furnish the Distributor with the Company's suggested prices for the products These prices are subject to change upon notice to the Distributor.


D. Discount: On all products purchased by the Distributor under this Agreement, the price to him shall be the Company's price less the applicable base discount stated in Annex "A" and/or Annex "A-1," which shall be applicable subject to modification from time to time at the Company's discretion. That discount shall be allowed in full on all orders received from the Distributor and accepted by the Company where the underlying orders to the Distributor arise from sources within his designated territory and which require and are completed by shipment to and original use in his designated territory; in other cases the discount shall be adjusted as provided in paragraph E.


E. Adjustments of Discounts: (a) Where the Company accepts an order from a Federal Government, or any agencies thereof, no compensation shall be due the Distributor unless the Distributor has been requested by the Company to participate in the transaction in which event the compensation will be adjusted in accordance with paragraph (b) below.


(b) Where the Company accepts an order from any source outside the Distributor's designated territory requiring shipment to and original use and delivery in the Distributor's territory, or where a customer located within the Distributor's territory prefers to deal with, and place orders directly with the Company requiring shipment to and


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original use and delivery in the Distributor's territory, or where orders originate in the Distributor's territory but the completion thereof requires shipment, original use and delivery outside the designated territory, compensation to the Distributor shall be adjusted on the basis of the extent of the Distributor's participation in the transaction, if any. Generally, three-quarters of the base discount will be considered to be fair for securing and financing an order, and one-quarter for pre-delivery, delivery, and servicing of equipment after shipment. The decision of the Company in all cases shall be final and binding upon the Distributor.


F. Terms of Sales: All orders are subject to approval or modification by the Company's main office. The terms of sale shall be Net 30 days, f.o.b. factory. A special cash discount of 2% of the net f.o.b. factory price will be allowed on the purchase of any machine superstructure, undercarriage or boom attachment, provided the Distributor's account is not past due, and provided that full payment is made within 15 days from date of shipment from the factory. No cash discount will be allowed on payment for parts. All payments shall be made in United States funds free of exchange and collection charges. Overdue accounts are subject to a charge of 1-1/2% per month or the maximum legal contractual rate between corporations, whichever is the lesser. If, in the sole discretion of the Company, terms of payment other than those stipulated above appear advisable, the Distributor shall agree to an equitable revision of such terms. "Volume Discounts", Cancellation Charges, "Floor Plan" and "Rental Terms" are set forth in Annex "B."


G. Forcemajeure: The fulfillment of accepted orders is contingent on accidents, fires, strikes, or other causes beyond the Company's control.


H. Termination: (1) The parties to the Agreement may by mutual consent terminate the Agreement any time.


(2) Either party to the Agreement may terminate the Agreement immediately by telegraphic or written notice to the other party for any one of the following causes: (a) insolvency. (b) bankruptcy, (c) assignment of property for the benefit of creditors, (d) re-organization and/or changes in ownership,(e) default in payment of monies due the terminating party and (f) breach of covenants or failure to perform under provisions of this Agreement.


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GRADALL EQUIPMENT
DISTRIBUTOR AGREEMENT


AGREEMENT between THE GRADALL COMPANY of New Philadelphia, Ohio (hereinafter called "The Company") and:


Western Traction Company 1333 Atlantic Street Union City, California 94587


(hereinafter called "The Distributor") covering the sale of Gradall EXCAVATOR equipment, including superstructure, wheel undercarriage, crawler, attachments and parts set forth in Annex "A" and/or Annex "A-1" attached hereto (hereinafter sometimes referred to as "products"):


Territory: The Distributor's territory shall consist of the following area:


In the State of Nevada, all counties West of and including Humboldt, Lander and Nye.


A. Transactions Covered: The Distributor shall have the privilege of purchasing such products and reselling the same as an authorized Distributor for the Company. No sales of used, repaired, rebuilt or second-hand products are covered by this Agreement, nor other new products unless specifically fisted in Annex "A" and/or Annex "A-1."


B. Sales Activities: The Distributor shall use his best efforts in promoting, maintaining and increasing the sale and use of said products in the territory. He agrees to carry in stock within his territory certain of the products covered hereby of a type and quantity to be mutually agreed on. He shall maintain within his territory an organization and facilities. adequate and appropriate for his territory, for the solicitation of business, and the storage, installation, and servicing of said products.


The Company shall provide the Distributor with such quantities of its sales literature, including price lists, catalogs, photographs and circulars, as are regularly furnished to its Distributors; and the Distributor shall be responsible for regular distribution of such sales literature. Additional quantities of the literature shall be requested regularly to insure an adequate supply on hand at all times.


C. Prices: The Company will furnish the Distributor with the Company's suggested prices for the products. These prices are subject to change upon notice to the Distributor.


D. Discount: On all products purchased by the Distributor under this Agreement, the price to him shall be the Company's price less the applicable base discount stated in Annex "A" and/or Annex "A-1," which shall be applicable subject to modification from time to time at the Company's discretion. That discount shall be allowed in full on all orders received from the Distributor and accepted by the Company where the underlying orders to the Distributor arise from sources within his designated territory and which require and are completed by shipment to and original use in his designated territory; in other cases the discount shall be adjusted as provided in paragraph E.


E. Adjustments of Discounts: (a) Where the Company accepts an order from a Federal Government, or any agencies thereof, no compensation shall be due the Distributor unless the Distributor has been requested by the Company to participate in the transaction, in which event the compensation will be adjusted in accordance with paragraph (b) below


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(b) Where the Company accepts an order from any source outside the Distributor's designated territory requiring shipment to and original use and delivery in the Distributor's territory, or where a customer located within the Distributor's territory prefers to deal with, and places orders directly with the Company requiring shipment to and original use and delivery in the Distributor's territory, or where orders originate in the Distributor's territory but the completion thereof requires shipment, original use and delivery outside the designated territory, compensation to the Distributor shall be adjusted on the basis of the extent of the Distributor's participation in the transaction, if any. Generally, three-quarters of the base discount will be considered to be fair for securing and financing an order, and one-quarter for pre-delivery, delivery, and servicing of equipment after shipment. The decision of the Company in all cases shall be final and binding upon the Distributor.


F. Terms of Sales: All orders are subject to approval or modification by the Company's main office. The terms of sale shall be Net 30 days, f.o.b. factory. A special cash discount of 2% of the net f.o.b. factory price will be allowed on the purchase of any machine superstructure, undercarriage or boom attachment, provided the Distributor's account is not past due, and provided that full payment is made within 15 days from date of shipment from the factory. No cash discount will be allowed on payment for parts. All payments shall be made in United States funds free of exchange and collection charges. Overdue accounts are subject to a charge of 1-1/2% per month or the maximum legal contractual rate between corporations, whichever is the lesser. If, in the sole discretion of the Company, terms of payment other than those stipulated above appear advisable, the Distributor shall agree to an equitable revision of such terms. "Volume Discounts", "Cancellation Charges", "Floor Plan" and "Rental Terms" are set forth in Annex "B."


G. Forcemajeure: The fulfilment of accepted orders is contingent on accidents, fires, strikes, or other causes beyond the Company's control.


H. Termination: (1) The parties to the Agreement may by mutual consent terminate the Agreement any time.


(2) Either party to the Agreement may terminate the Agreement immediately by telegraphic or written notice to the other party for any one of the following causes: (a) insolvency, (b) bankruptcy, (c) assignment of property for the benefit of creditors, (d) re-organization and/or changes in ownership, (e) default in payment of monies due the terminating party and (f) breach of covenants or failure to perform under provisions of this Agreement.


(3) If either party is dissatisfied with the other party's performance under the Agreement and wishes to terminate the Agreement (for reasons other than the causes in paragraph 2 above) the complaining party may initiate a termination procedure in the following manner: (a) The party wishing to terminate the Agreement shall mail a notice to the other party stating his reasons for dissatisfaction with the other party's performance under the contract. (b) The party initiating the termination procedure shall give the other party a thirty day period after the above notice to personally discuss the areas of differences with a top official of the party initiating the termination procedure. (c) The initiating party shall give the other party an additional 30 days to correct, to the satisfaction of the initiating party, any alleged deficiencies in the other party's performance under the Agreement, (d) If the initiating party decides 60 days following the issuance of his original notice that the other party's performance under the Agreement is still not satisfactory, the initiating party may notify the other party by registered mail of the termination Agreement 30 days from the date of the mailing of this notice.


4 5 (4) Every liability and obligation of either party to the other accrued at the time of expiration or termination of this Agreement shall continue and be payable not withstanding such expiration or termination. Upon breach of, or termination of this Agreement by the Distributor the Company may at its option cancel any or all unfilled orders. Upon breach of or termination of this Agreement by the Company, all unfilled orders shall be automatically canceled without notice except those covering products already contracted to be sold by the Distributor.


I. Return of Products: (a) With the written consent of the Company. except as provided below, the Distributor may return unused new products for credit provided that such products ware originally purchased from the Company and have appeared on all inventory lists supplied the Company. Credit will be allowed to the Distributor at the net price originally received by the Company, less any transportation expense paid by the Company, handling, inspection, painting and other restocking charges necessary to recondition product to make it saleable as new material, See Annex "C" for Annual Return and errors in shipment. (b) The Company, at any time by written notice to the Distributor, may designate products as non-returnable. Within a period of 30 days after the giving of such notice, the Distributor may without further consent of the Company return products to designated upon the terms stated in (a) above. If the Distributor fails to do so within this period, the Company need not consent to the return of any such product, (c) Upon termination by the Distributor of this Agreement, the Company may, at its option, require the return of any or all of the Distributor's stock for credit in accordance with (a) and (b) above. (d) Upon termination of this Agreement by the Company, with the exception of such products as may have been previously contracted to be told by the Distributor and excepting such products as may have become non-returnable for credit in accordance with (b) above, the Distributor may return promptly to the Company, in accordance with its shipping instructions, all unused new products which were originally purchased from the Company and which have appeared in all inventory lists supplied to the Company. Credit will be allowed to the Distributor in accordance with (a) above except that the Company will bear the transportation costs from the Distributor.


J. Warranty: The Company's warranty is set forth in the Warranty Policy and Instruction Manual attached as Annex "D",


THAT WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).


K. Reports: The Distributor shall forward for the Company's confidential use such balance sheets, earnings statements or other financial information pertaining to his business at such time or times as ...