material adverse change in Customer's or Guarantor(s)' financial condition between the date of this Agreement and the actual date of warehouse installation or reinstallation or at any time during the term of this Agreement; if Customer interferes with _________'s activities as warehouseman; or if there is a shortage of goods, or merchandise in the warehouse; or if Customer shall fail to furnish to _________ a financial statement reflecting Customer's financial condition whenever in the regular course of Customer's business such a statement is prepared; provided, however, that Customer must furnish to _________ such a statement at least once during each warehouse agreement year during the term thereof; or if any indemnitor shall fail to provide _________ with an annual financial statement upon request by _________.

5. _________ agrees to maintain a warehouse in or on said buildings, rooms and/or premises so leased by Customer to _________ and agrees to issue its warehouse receipts upon goods and merchandise which Customer may store or cause to be stored in or on said leased buildings, rooms and/or premises.

6. Customer shall furnish to _________ two or more agents, as required by _________, to permit _________ to operate its field warehouse or other collateral control services. Such agents shall be available to _________ to assist in warehouse audits, inspections, or physical inventories as required by _________. _________ shall have the sole right, if in its discretion _________ deems it advisable, to replace at any time its agents or watchmen in charge of said warehouse or the goods and merchandise stored therein or thereon. _________ employees and agents shall have access to all Customer inventory related records for purposes of verifying all inventory activity for inventory covered by _________ documents.

7. Customer agrees to promptly pay _________ for the regular warehouse services performed by _________'s agents, watchmen and other employees, and, upon presentation of invoices, to promptly pay _________ for all other warehouse labor performed by _________'s employees or furnished by _________ together with all license taxes or charges levied or imposed by Federal, State, County or Municipal Governments or by a quasi-public or governmental agency upon the operation of said warehouse, the cost of constructing and maintaining enclosures, placing signs, and any similar services, and all other necessary expenses, including attorney's fees, incurred by _________ incident to the conducting of said warehouse under this Agreement and maintaining care, preservation, and possession of the goods and merchandise stored therein for the benefit of warehouse receipt holders and including, without limiting the foregoing, expenses incurred in connection with any claims or litigation affecting the stored goods and merchandise or the warehouse premises, or in connection with the determination, handling, clearing, or settlement of any shortage or shortages of goods and merchandise stored in _________'s warehouse, or in connection with bankruptcy or other insolvency proceeding affecting Customer, or in connection with the termination of the warehouse plus the following charges:

Schedule of Charges

Installation charge per location $_____, plus a Deposit equal to one half of the total bonded agents' monthly payroll, such Deposit to be refunded upon normal termination of service and payment of all _________ charges in full at time of such termination.

Each additional location in excess of one, $30.00 per month. Each additional bonded employee in excess of two, $5.00 per month. Each additional Receipt Holder and/or Certificate Holder in excess of one, $30.00 per month. Changing any location area already installed or changing any bonded employee, $50.00 per change. Each line item in excess of 100 received and delivered during each monthly period as evidenced by inbound and outbound inventory documents, $.10 per line item.

_________ charges, including two bonded employees, computed on inventory valuation on hand first day of each calendar month and inventory valuation received during the month:

For documents issued to a lender—$275.00 for the first $100,000.00 inventory value. $1.75 per $1,000.00 for the next $100,000.00 inventory value. $1.50 per $1,000.00 on the next $100,000.00 inventory value. $1.25 per $1,000.00 on all inventory value over $300,000.00.

For documents issued to a supplier—$275.00 for the first $100,000.00 inventory value. $1.75 per $1,000.00 on all inventory value over $100,000.00.

8. The Customer agrees to have _________ and Receipt Holder(s)' named as a loss payee, as its interest may appear, in all insurance policies carried by the Customer affecting all commodities or inventory stored with, or in the custody or control of _________, and further agrees that it hereby waives all rights of subrogation against _________ under all insurance policies insuring in any way real or personal property of the Customer, or in which the Customer has an interest.

9. _________ shall have a continuing warehouseman's lien on all goods and merchandise of Customer in _________'s warehouse, and all such goods and merchandise are pledged to _________, with power of sale, to secure _________ for all unpaid charges and expenses and advances made by _________ under Paragraph 7 of this Agreement.

10. The above schedule of charges shall remain in effect, and continue for a period of three (3) years from the date of this Agreement or the date of installation of the warehouse, whichever date is later. In the event that Customer shall decide, for any reason, not to make use of a warehouse service for a period of three (3) years from the date of this Agreement, _________ agrees that Customer shall not be obligated to make any of the payments provided for in this Agreement. It is further understood and agreed that if no Warehouse Receipts are issued and none are outstanding during any calendar month of this Agreement and all agents are removed from the payroll of _________, then until such time as warehouse service is resumed all charges scheduled above will be waived, except for the installation charge as outlined under Paragraph 7 Schedule of Charges, when such installation has commenced as authorized by the Customer; however, in any calendar month during which there are no Warehouse Receipts issued or outstanding, but an agent or agents are included on _________'s payroll, there shall be a $50.00 monthly service charge.

11. Customer agrees that Customer will not tender to _________ for storage in said warehouse any goods or merchandise which Customer does not have the legal right to deposit or store. Customer further agrees that all goods and merchandise of like description or of like kind and size may be treated as fungible.

12. _________ shall not be required to accept goods and merchandise from Customer not to be covered by Warehouse Receipts, and in the event that _________ shall accept any such goods and merchandise, such goods and merchandise will be received by _________ as a gratuitous bailee and _________'s responsibility shall be strictly limited to that of a gratuitous bailee. Receipts covering goods and merchandise deposited by Customer will be issued by _________ at additional locations or to additional Receipt Holders, other than the original Receipt Holder(s), only by the mutual consent of _________ and Customer.

13. Customer, in order to induce _________ to execute this agreement, agrees that under no circumstances shall _________ be liable to Customer for any loss of, damage to, or shortage of any goods or merchandise that may be stored in said warehouse or with respect to which Warehouse Receipts, Inventory Certificates or other inventory control documents have been issued; it being the intention of the parties that all loss of, damage to, or shortage of any goods and merchandise that may be stored in said warehouse, or with respect to which Warehouse Receipts, Inventory Certificates or other inventory control documents have been issued, shall be borne by Customer. Customer agrees to indemnify and hold _________ harmless, and does hereby indemnify and hold _________ harmless, from and against any and all claims, liabilities, loss, damage and expenses, including attorney's fees which _________ may pay, sustain or incur; (1) by reason of the failure of Customer to perform and comply with terms and conditions of this Agreement and a lease entered into by Customer and _________; or (2) as a result of or in connection with the warehousing by _________ of goods and merchandise deposited by or for Customer and/or the issuance of Warehouse Receipts, Inventory Certificates or other inventory control documents by _________ covering any goods and merchandise; or (3) arising out of any loss of, damage to, or shortage of goods and merchandise stored in said warehouse or with respect to which Warehouse Receipts, Inventory Certificates or other inventory control documents have been issued; or (4) resulting from the occupancy of said warehouse by _________ and without limiting the foregoing, any and all claims, liabilities, losses, damage and expenses, including fees of attorneys done or occasioned: (a) by or from

plumbing, gas, water, steam, sprinklers or other pipes or sewage or the bursting, leaking or running of any cistern tank, tank, wash stand, water closet, or waste pipe or otherwise, above, upon or about said warehouse; (b) by water, snow or ice coming through the roof, skylight, trap door or otherwise; (c) from acts of neglect of co-tenants or occupants of the same buildings, rooms and/or premises constituting said warehouse or any employees of the owners of said buildings, rooms and/or premises constituting said warehouse or by any owner or occupant of adjacent or contiguous property; (5) arising out of any injury to person or damage to property which may occur within the warehouse area. In no event will the negligence or any other wrongful act of any agent or watchman furnished to _________ by Customer be imputed to _________ by Customer.

14. Customer also agrees to employ _________ exclusively for all inventory certification and inventory control services which may be required by Customer during the term of this Agreement, including any extensions hereof, based upon the schedule of charges set out in Paragraph 7 hereof. Customer agrees to execute all additional agreements required by _________ for such inventory certification service or inventory control services requested by Customer to be provided by _________. In the event that the Customer employs _________ for its Inventory Certification service or other Inventory Control services, and is not then employing _________ to perform its Field Warehouse service, all of the references solely applicable to Field Warehousing contained in this Agreement shall be considered non-applicable, unless and until the Customer shall request and _________ shall provide its Field Warehousing service to Customer.

15. This Agreement shall continue in full force and effect for a period of three (3) years from the date of this Agreement or the actual installation of services by _________, whichever date is later, and shall automatically continue for successive periods of three (3) years each unless either party gives to the other, written notice to terminate at least ninety (90) days prior to the expiration of any such three-year periods; provided, however, that no such notice of intention to terminate given by Customer to _________ shall be effective unless all charges and expenses specified in Paragraph 7 of this Agreement that have accrued under the terms of this Agreement, or under terms of any other Agreements entered into pursuant to the terms of Paragraph 14 hereof, shall have been paid in full to _________ by Customer and all outstanding Warehouse Receipts, Inventory Certificates, or other inventory control documents shall have been cancelled or release order shall have been delivered to _________ from Holder for the goods and merchandise covered by all outstanding Warehouse Receipts, Inventory Certificates, or other inventory control documents at or prior to the expiration of such term. _________ shall have the right, nevertheless, in addition to the optional rights of cancellation contained in Paragraph 4 of this Agreement, to cancel this Agreement at any time by giving thirty (30) days written notice to Customer of its intention to cancel if Customer is in arrears in the payment of the charges or expenses due _________ under the provisions of this Agreement. No cancellation, however, shall affect the rights and obligations of either party as to Warehouse Receipts, Inventory Certificates, or other inventory control documents then outstanding and as to any lease or leases entered into between _________ and Customer.

In witness whereof, _________ has caused this Agreement to be executed by a duly authorized officer and Customer has executed this Agreement or caused this Agreement to be executed by (a) a duly authorized officer and its corporate seal to be affixed hereto or (b) a duly authorized partner, as the case may be, on the day and the year first herein written.

Agreement

In consideration of, and in order to induce, the execution by _________ Warehouse Company, hereinafter called _________, of the foregoing Collateral Control Agreement, and other related agreements including lease(s) of storage space, with _________ hereinafter called Customer, and/or the issuance by _________ of Warehouse Receipts, Inventory Certificates, or other inventory control documents on behalf of Customer, the undersigned, personally, being interested in the affairs of Customer in some manner, jointly and severally hereby unconditionally

agree to guarantee the performance by Customer of the aforesaid Collateral Control Agreement, and to indemnify and hold _________ harmless from any and all claims, liability, loss, damage and expense, including attorney fees, which _________ may incur or have asserted against it arising out of the operation of a field warehouse(s) for Customer and/or the issuance of Warehouse Receipts, Inventory Certificates, or other inventory control documents or for loss or damage to commodities stored by or tendered for storage to _________ under any circumstances. In no event will the negligence or any other wrongful act of any agent or watchman furnished to _________ by Customer be imputed to _________ by the undersigned guarantors. The undersigned guarantors hereby agree to furnish annual financial statements to _________ upon request by _________.

This agreement shall not be subject to revocation during the terms of said Collateral Control Agreement or any renewal or extension thereof.

Witness: