NATIONAL EQUIPMENT REGISTER^SM

ONLINE MEMBERSHIP AGREEMENT

MEMBERSHIP WITH NATIONAL EQUIPMENT REGISTER, INC. ("NER") ALLOWS YOU TO REGISTER YOUR EQUIPMENT WITH NER AND BENEFIT FROM THE NER RECOVERY SERVICES SHOULD YOUR EQUIPMENT BE STOLEN. READ THESE MEMBERSHIP TERMS AND CONDITIONS CAREFULLY BEFORE ENTERING INTO THIS AGREEMENT. THIS AGREEMENT IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND NER. BY CLICKING ON THE "YES" BUTTON OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK ON THE "NO" BUTTON, AND YOU WILL IMMEDIATELY EXIT THE NER MEMBER REGISTRATION PROCESS AND WILL NOT BE PERMITTED TO MAKE ANY FURTHER USE HEREOF.

I.DEFINITIONS

a) "You" refers to the individual or company with authority to enter into this Membership Agreement with NER.

b) "Member" refers to the individual or company that has been granted limited access to the NER ownership database and related services.

c) "NER Ownership Database" refers to the confidential database of Equipment ownership information maintained by the National Equipment Register, Inc. Authorized Members may access the NER Ownership Database to register and amend the Member's Equipment ownership details.

d) "NER Theft Database" refers to the confidential database of stolen, missing or recovered heavy Equipment maintained by the National Equipment Register, Inc. The NER Theft Database is accessible by law enforcement and approved investigators.

e) "Equipment" refers to all off-road mobile equipment that may fall prey to theft such as construction, agricultural, forestry and road maintenance equipment. Equipment that is generally not considered mobile, such as some types of cranes, would also fall within this definition.

f) "Item" refers to each unique piece of Equipment that You will be registering with the NER Ownership Database.

II. LICENSE TO NER DATABASE: NER grants You, as a Member of NER, a non-exclusive, non-transferable License to access, use and download Your Equipment ownership details from the NER Ownership Database subject to the terms and conditions contained herein. Except as may be permitted under this Agreement, You agree to restrict access to the NER Ownership Database to Your authorized employees who have a need to use the NER Ownership Database solely for your internal business purposes.

III.SERVICES: As a Member of NER, You will be granted access to the NER Ownership Database to register, view and amend the ownership details of Your Equipment. The number of Items that You will be permitted to register will differ depending on the membership level that You choose. The fees regarding the membership levels are outlined in Section IV of this Agreement. NER also maintains a database that contains Records of stolen, missing, or recovered Equipment ("NER Theft Database"). These Records are made available to law enforcement and approved investigators and play an integral role in the fight against Equipment theft. In the event that any Item that You have registered on the NER Ownership Database is stolen, as a Member, you will have the ability to submit this theft Record to the NER Theft Database. This record will be made available to law enforcement and approved investigators and will increase the likelihood that the Item will be recovered. In some situations it may also be possible that an Item that you have registered on the NER Ownership Database will be stolen and recovered through the efforts of NER before you have become aware of the theft or before you have submitted the theft to the NER Theft Database.

IV.NER MEMBERSHIP FEE: The annual membership fee that You will be charged to access the NER Ownership Database to register, view and amend the ownership details of Your Equipment differs depending on the number of Items that you wish to register. The fees are scheduled as follows:

Lifetime	Per item	$40
Annual Level	Number of items	Annual Fee
1	1 to 5	$75
2	6 to 10	$100
3	11 to 20	$180
4	21 to 50	$400
5	51 to 100	$700
6	over 100	call NER for pricing

Note that if You wish to register more than 100 Items at any given time, You will be required to contact NER to discuss the specific membership fee. Membership fees for those who wish to register any number of Items over 100 will be determined on an individual basis.

V.MARKETING RIGHTS: In the event that any of your registered Items are stolen and subsequently recovered as a result of NER's efforts, You grant NER the unlimited right to publicize the details of the recovery. NER agrees to limit publication of the recovery to details regarding the stolen Item and the circumstances surrounding the recovery - your details will not be made public. In addition, You grant NER the right to use the name of any company or organization that is a Member as a client of NER in any marketing materials. NER is committed to maintaining the privacy of its Members and will not publicize any of Your personal details.

VI.TERM: This Agreement is effective upon your acceptance of these terms and conditions and shall remain in force for the duration of one year with an automatic renewal of successive one year periods, or until otherwise terminated by either party for any reason as defined herein. In addition to any other right to terminate set out in this Agreement, this Agreement may be terminated by NER:

a) If You violate any term or condition of this Agreement and fail to cure said violation within thirty (30) days following notice thereof; or

b) For any other NER reason, business or otherwise, upon one hundred eighty (180) days written notice to You.

This Agreement may be terminated by You:

c) If NER violates any of term or condition of this Agreement and fails to cure such violation within thirty (30) days following receipt of such notice of violation; or

d) If You decide not to renew this Agreement, You must provide NER with thirty (30) days prior written notice before the Term expires.

In the event of termination of this Agreement, NER shall have the right and will cease providing You with access to the NER Ownership Database without further notice or demand. Termination of this Agreement shall be in addition to and not in lieu of any other remedies available to NER. Upon the termination of this Agreement, NER will cease providing You with access to the NER Ownership Database, and, at NER's option, You will (i) return to NER all applicable documents, manuals, associated materials that NER has provided you including any copies thereof; or (ii) destroy all applicable manuals, associated documentation provided to you including any copies thereof, and certify in writing signed by your officer that such documents have been so destroyed.

VII.INDEPENDENT CONTRACTOR: Nothing contained in this Agreement shall be construed as creating a joint venture or partnership between the parties hereto. Except as otherwise provided, neither party is by virtue of this Agreement authorized as an agent, employee or legal representative of the other party, and their status is, and at all times will continue to be, that of independent contractors with respect to each other. Neither party shall have, or shall hold itself out as having, any power or authority to bind or commit the other.

VIII.RESTRICTION AGAINST COPYING OR MODIFYING THE NER OWNERSHIP DATABASE: You, your employees, agents, authorized users, or anyone acting by or through You shall not: sell, resell, transfer, distribute, publish, adapt, re-engineer, amend, reword, modify, alter, disclose, display or otherwise make the NER Ownership Database available, in whole or in part, or any of the information therein, to any other person or entity, without the express written consent of NER. You, your employees, agents, authorized users, or anyone acting by or through You shall not use the NER Ownership Database for any purpose that is unlawful or prohibited by law (federal and state), regulations, and this Agreement. Use of the NER Ownership Database does not confer the right to print, reprint, adapt, publish, copy, amend, modify, sell, resell, file or use same in any manner without the written permission of the copyright owner. You agree to reproduce and incorporate NER's copyright notice, or any third party copyright notice stated in the NER Ownership Database, including copies or other media, where appropriate.

In the event You violate any of the conditions specified in the above paragraph, NER may immediately terminate this Agreement and terminate your access to the NER Ownership Database. Upon curing your default hereunder to NER's satisfaction, NER may reinstitute this Agreement and your access to the NER Ownership Database at the earliest reasonable opportunity.

IX.PROPERTY: All information provided hereunder are copyrighted by NER and proprietary to NER and any applicable third-party providers. All applicable rights to patents, copyrights, trademarks and trade secrets in the NER Ownership Database, information, any modifications made therefrom and in the information therein, shall remain with NER or the applicable providers. You agree to undertake all reasonable steps to secure and protect the products and the information therein in a manner consistent with the preservation of NER's and any third-party's rights, including any appropriate action by instruction or agreement with Your employees and agents permitted access thereto to satisfy your obligations hereunder. Violation of any provision of this section shall be the basis for immediate termination of this Agreement.

X.CONFIDENTIAL INFORMATION: Your access and/or use of the NER Ownership Database under this Agreement may involve confidential information. All information of any nature that is made available or that becomes available to the recipient as a result of this Agreement shall be held in strict confidence. Confidential information shall not include (a) information which as of the effective date of this Agreement is in the public domain or which becomes part of the public domain other than as a result of a breach by the recipient's obligation hereunder; (b) information which the recipient has acquired from a third party not under an obligation of confidentiality; or (c) information which the recipient has developed or may hereafter develop independently without reference to the information acquired from the other party.

XI.RESTRICTION AGAINST TRANSFER: This Agreement and the use of the NER Ownership Database licensed hereunder may not be assigned, sublicensed or otherwise transferred by You to anyone without the prior written consent of NER.

XII.PASSWORDS: You will have the opportunity to select a unique sign-on ID and password, and You will assure proper and intended use. You will not distribute or divulge the valid sign-on ID and/or password to anyone except your authorized employees. NER retains the right to change any sign-on ID and/or password at its discretion and will notify You in advance so as not to interfere with your use of the NER Ownership Database. NER agrees to promptly change the password upon Your request. Access by your authorized employees to the NER Ownership Database must be discontinued if: (a) Your or your employee terminates his/her employment with You; or, (b) if other authorized users terminate their employment or related relationship with You. You will be responsible for all loss or damage caused by or resulting from the continued use of the password by terminated employees or unauthorized users.

XIII.COPYRIGHT ACKNOWLEDGMENT: You must acknowledge the copyright owner of all copyrighted materials. For the protection of the copyright owner, copyrighted materials must be acknowledged as follows:

a) Where copyrighted material is reprinted, copied or otherwise used as a whole, it must reflect the copyright notice actually shown on the material, as appropriate.

b) Where copyrighted material is reprinted, copied or otherwise used in part, the following legend must appear at the bottom of each page so used:

"Includes copyrighted material of National Equipment Register, Inc. with its permission."

XIV.NO WARRANTIES: NER MAKES NO REPRESENTATIONS, COVENANTS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE NER OWNERSHIP DATABASE AND THE INFORMATION THEREIN, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CONDITION, ACCURACY, QUALITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IN RESPECT OF ANY WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. ALL SUCH INFORMATION RELATED TO THE NER OWNERSHIP DATABASE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NER MAKES NO WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, THAT THE NER OWNERSHIP DATABASE AND THE INFORMATION THEREIN THAT IS PROPRIETARY TO NER WILL ACCURATELY REFLECT, PREDICT OR RESEMBLE EXPERIENCE FOR THE ENTIRE INDUSTRY OR THE EXPERIENCE OF ANY ENTITY. NER SHALL HAVE NO LIABILITY FOR YOUR USE OF THE NER OWNERSHIP DATABASE AND THE INFORMATION THEREIN.

NER shall not be liable to You, nor to anyone else, for any loss or damage of any kind and howsoever caused, including without limitation, any special, incidental, indirect or consequential damage, resulting from Your use of the NER Ownership Database. With respect to your use of the NER Ownership Database as provided to You electronically, NER does not warrant that access to the NER Ownership Database will be available during all scheduled hours of operation. NER warrants that, in the event of an NER system malfunction which causes unavailability of access to the NER Ownership Database, NER will use its bests efforts to correct such malfunction in a timely manner. Oral statements do not constitute warranties, shall not be relied upon by You, and are not part of this Agreement.

XV.INDEMNIFICATION: NER agrees to defend, indemnify and hold You harmless against any loss, cost, expense, damage or liability resulting from any claim or suit brought against You based on an allegation that the NER Ownership Database when properly used as permitted herein infringes any United States copyright, trademark, patent or other intellectual property right of any third party, provided that You, within thirty (30) days of receipt of notice of such alleged infringement, notify NER of such allegation in writing. NER shall have the sole right to conduct the defense of any such claim or suit and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing by the parties hereto. In the event that use of the NER Ownership Database is held to constitute an infringement and its use is permanently enjoined, NER shall, at its own expense and option either: (a) procure for You the right to continue using the NER Ownership Database, and/or materials or information therein; or (b) modify the NER Ownership Database, and/or materials or information therein to become non-infringing; or (c) replace the NER Ownership Database, and/or materials or information with an equally suitable, compatible and functionally equivalent non-infringing product and/or materials or information at no additional charge to You.

You agree to defend, indemnify, and hold harmless NER, together with its respective employees, agents, directors and shareholders, from and against all liabilities, claims, damages and expenses (including costs and attorney's fees associated with both third-party and inter-party claims) arising out of your use of the NER Ownership Database under this Agreement.

XVI.PROPER NOTICE: Any notice required or permitted to be given hereunder shall be deemed properly given at the time it is personally delivered or mailed, properly addressed and postage prepaid to the address first specified above or such other address as NER or You may specify in writing. Notices to NER shall be sent to National Equipment Register, Inc., 545 Washington Blvd., Jersey City, NJ 07310.

XVII. SURVIVAL OF TERMS: The terms and conditions set forth in Section IV, V, VII, VIII, IX, X, XI, XIII, XIV, XV, XVI, XVII, and XVIII shall survive the termination or cancellation of this Agreement, except as may be provided in the provisions themselves.

XVIII.GENERAL: This Agreement shall be construed and enforced in accordance with the laws of the State of New York. Any controversy or claim arising out of or related to this Agreement or breach thereof shall be decided by a court of competent jurisdiction in the State of New York, County of New York. This Agreement contains the entire agreement of the parties and may be changed or modified only in writing signed by the party to be charged. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is, to the extent invalid, deemed to be omitted and the remaining provisions of the Agreement shall continue in full force and effect. The failure of either party to insist upon the performance of any of the terms of this Agreement in any one or more instances will not be construed as a waiver or relinquishment of the future performance of any such term, and the obligation of the parties with respect to any such future performance will continue in full force and effect. This Agreement may be assigned by NER to any of its subsidiaries, affiliates, or related companies, however, no interest herein shall be transferred in any manner by You.