SALES AGREEMENT

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Exhibit 10.5

SALES AGREEMENT

        This Sales Agreement ("Agreement") is hereby entered into and effective as of this 1 ^st day of October, 2004 by and between E. I. du Pont de Nemours and Company, a Delaware corporation, having its principal place of business at 1007 Market Street, Wilmington, DE 19898, and Morgan Trailer Mfg. Co., d/b/a Morgan Corporation, a New Jersey corporation, whose principal place of business is located at 35 Thousand Oaks Boulevard, Morgantown, PA 19543 ("Morgan" or "Customer").

WITNESSETH

        Whereas, DuPont (as herein defined) is a seller of automotive paint materials; and,

        Whereas, Morgan (as herein defined) desires to purchase automotive paint from DuPont and DuPont desires to sell such automotive paint to Morgan.

        This Agreement shall be for all current Morgan locations.

        Now therefore, intending to be legally bound hereby Morgan agrees to purchase from DuPont and DuPont agrees to sell to Morgan under the following terms and conditions:

        1.     Definitions .    

        For purposes of this Agreement, the following terms shall have the following meanings:

        (a)   "DuPont" shall mean E. I. du Pont de Nemours and Company.

        (b)   "Product" shall mean any and all DuPont Automotive Products listed on the Morgan price list attached hereto on Exhibit A.

        (c)   "Morgan Location(s)" shall include, but shall not be limited to, any and all facilities set forth on Exhibit B, which is attached hereto and incorporated into this Agreement.

        (d)   "Morgan" shall mean Morgan Corporation and all its current subsidiaries.

        2.     Replacement of Prior Agreements .    This Agreement shall take the place of and entirely supersede any oral or written contracts/arrangements that deal with the same subject matter as referenced herein and shall specifically supercede the Sales Agreement between Morgan Corporation and DuPont dated May             2002 ("Original Morgan Agreement").

        3.     Quantity .    

        During the term of this Agreement, DuPont shall sell and Morgan shall purchase Products for at least ninety-eight percent (98%) of all of the paint materials Morgan requires in order to paint and/or finish the vehicles and/or parts Morgan manufactures, paints, and/or sells from any current Morgan Location. In the event a Morgan customer specifies that it desires non-DuPont paint materials, Morgan agrees to cooperate and work together with DuPont in an effort to convert such customer to using DuPont Products exclusively. Notwithstanding the preceding, if a Morgan customer requests non-DuPont Product or DuPont is incapable of providing the specified Product in the quantity and time-frame requested by Morgan to satisfy a Morgan customer's requirements, such customer shall not be included as a part of Morgan's obligation to purchase its requirements pursuant to this Section 3. In the event DuPont is unable to supply Morgan with Products in the time-frame and quantity specified on pre-approved Morgan Purchase Orders, provided such time-frame is commercially reasonable and, in the event such quantities are necessary for Morgan to meet their customer's reasonable requirements, the resulting replacement product purchased by Morgan shall not be included as a part of Morgan's obligation to purchase its requirements pursuant to this Section 3. DuPont shall have the right to survey any Morgan Location at any time during regular working hours, with written notice, to ensure compliance hereunder.

        4.     Price .    

        (a)   During the first two (2) years of this Agreement from October 1, 2004 until October 1, 2006, Morgan shall pay DuPont the prices for Products set forth on the price list attached hereto as Exhibit A and incorporated as part of this Agreement ("Price List").

        (b)   Beginning October 1, 2006, the prices for Products set forth in Exhibit A shall be adjusted to correspond to the average annual increase or decrease, as the case may be, of the U.S. Department of Labor's Producer Price Index for Paint Material—Index No. 0662 ("PPI"), calculated on the most recently available twenty-four (24) month period immediately prior to the date of the increase or decrease (hereinafter described as the "Process"). Any changes or modifications to the Price List shall be cumulative. Further:

        (i)    If on October 1, 2006 the increase or decrease of the PPI as described above is eight percent (8%) or more, then prices shall be increased or decreased by one-half the comparison percentage. In no event shall the price increase or decrease exceed five percent (5%). In this event, the price determined on October 1, 2006 shall remain in effect until October 1, 2008, and the Process shall be repeated on October 1, 2008 and on every October 1 thereafter in the event this Agreement is extended; or

        (ii)   If on October 1, 2006, the increase or decrease of the PPI as described above is less than eight percent (8%), then the prices for the next twenty-four (24) months will remain the same as the prior twenty four (24) month period. In this event, then on October 1, 2008, the Process shall be repeated. If on October 1, 2008 said increase or decrease of the PPI is eight percent (8%) or more, then prices shall be increased or decreased by one-half the comparison percentage. In no event shall the price increase exceed five percent (5%) of the prices then in effect. In this event, or if the increase or decrease of the PPI is less than eight percent (8%) on October 1, 2008, then the price determined on October 1, 2008 shall remain in effect until October 1, 2009, and on every October 1 ^st thereafter in the event this Agreement is extended.

        (c)   Morgan shall be responsible for all taxes, excises, or other charges, excepting income taxes and franchise taxes based upon income, where DuPont may be required to pay any government (national, state, or local) relating to the Sale of the Product hereunder.

        5.     Morgan Warranty .    Morgan represents and warrants to DuPont that (i) execution and performance of this Agreement by Morgan does not and will not constitute a breach of any existing contract to which Morgan is a party (ii) it has received an offer to purchase products of like grade and quality from another supplier and (iii) DuPont has offered the terms and conditions set forth in this Agreement in order to meet such competitive offer.

        6.     Payment .    Morgan shall pay DuPont for Products that conform to the quantity and specifications of the Product ordered within thirty (30) days after the date of DuPont's invoice. If Morgan remits payment within fifteen days after the date of DuPont's invoice, the amount due shall be discounted by two percent (2%). In the event that Morgan fails to pay in accordance with this provision, and any amounts left unpaid after thirty (30) days shall accrue interest at the rate of two percent (2%) per month or at the lawful rate of interest, the higher amount which is permitted by law.

        7.     Term .    This Agreement shall be effective upon signing, shall extend for a period of five (5) years and thereafter shall continue on a month to month basis after the initial term unless either party provides the other thirty (30) days' notice of termination.

        8.     Delivery .    All Products ordered in quantities of forty (40) gallons or more shall be shipped to Morgan F.O.B. (Morgan's receiving location) freight pre-paid. All Products ordered in quantities less than forty (40) gallons shall be shipped to Morgan F.O.B. DuPont's shipping point. Title and risk of loss of Product shall pass at Morgan's receiving location.

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        9.     OSHA Compliance .    DuPont represents that the goods to be supplied hereunder were or shall be produced and supplied in accordance with The Occupational Safety and Health Act of 1970, all rules, standards and regulations promulgated thereunder and any amendments thereto ("OSHA").

        10.     Other Laws.     DuPont and Morgan shall comply with all applicable federal, state and local laws and all rules and regulations of any governmental authority.

        11.     Insurance .    DuPont represents that it is sufficiently self-insured and wi