FORM OF Direct Purchase Money Loan and Security Agreement

FORM OF

DaimlerChrysler

Truck Financial

Direct Purchase Money Loan and Security Agreement

CREDITOR

, and its successors, transferees and assigns.

I (meaning individually, collectively, and interchangeably, all, Borrowers named above, jointly and severally) have entered into a direct loan ("Agreement") with Creditor to finance the purchase of the following described equipment ("Equipment"). I acknowledge that I have accepted delivery of the Equipment in good order without reservation of rights and without implied warranty as to condition, merchantability, and suitability for any purpose. I further acknowledge and certify that I have entered into this Agreement with Creditor, and I intend to use the purchased Equipment, primarily for business or commercial purposes, and not for personal, family, household or agricultural purposes. As part of the like-kind exchange program, the owner of the equipment has engaged MBF Account Services LLC as a qualified intermediary. You are hereby notified that the owner of the equipment has assigned to MBF Account Services LLC its rights (but not obligations) for the sale of this equipment.

DESCRIPTION OF EQUIPMENT:

List Payoff to:

New/Used

Make

Model

Serial Number

Body Type

Model Year

Cash Sale Price

TRADE-IN & DOWNPAYMENT:

Make

Model

Serial Number

Body-Type

Model-Year

Allowance

PAYMENT TERMS: *** SEE ATTACHED PAYMENT SCHEDULE ADDENDUM ***

Payoff Amount

My loan is payable in (**) installment payments of (**) each, commencing on (**) and continuing on the (**) day of each successive month thereafter, which includes a final payment of the then unpaid principal and interest in the estimated amount of (**) due on (**) (**except as otherwise stated on the Payment Schedule Addendum attached hereto and made a part hereof). The amount of my final payment may vary depending upon when Creditor receives my periodic loan payments, and will include the unpaid principal balance, interest and any other amounts owed as of the final payment due date. The amount of Finance Charges and the Total of Payments disclosed herein have been estimated based upon the assumption that Creditor will receive all payments on the scheduled due dates. I understand that the amount of Finance Charges and the Total of Payments that I will be required to pay over the term of this Agreement may increase or decrease depending upon when Creditor actually receives my payments.

Net Trade-in Allowance

Cash Downpayment

TOTAL DOWNPAYMENT

TOTAL OF PAYMENT CALCULATIONS:

1. Total Cash Sale Price

2. Less Total Down Payment

DISCLOSURES REQUIRED UNDER ILLINOIS LAW:

3. Unpaid Balance of Sale Price

(Subtract Line 2

f rom Line 1)

UNLESS YOU PROVIDE US WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING US WITH EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.

A. Physical Damage Insurance

B. Credit Life/Disability Insurance

C. Non-Trucking Liability Insurance

D. Guaranteed Auto Protection Insurance

E. Insurance Tax (if applicable)

F. Registration/License/Title Fees

G. Federal Excise Tax

H. Sales Tax

I. Documentation Fee

J. Origination Fee

K. Other (    )

L. Other (    )

M. Other (    )

N. Business Service Fee (    )

4.

Total Itemized Charges

5.

Amount Financed (Add line 3 and line 4)

I (we) acknowledge receipt of a completed copy of the Agreement, which I have read and accepted, including the Terms and Conditions on the reverse side or following pages which are made a part hereof.

6.

Finance Charge *e

7.

Total of Payments (Add line 5 and line 6) *e

*e   means estimate

Borrower:

Co-Borrower:

Signature: X

Signature: X

Title:

Title:

GUARANTY

I (we) hereby, jointly, severally and unconditionally guarantee payment of all Indebtedness under this Agreement, and all extensions, substitutions and refinancings thereof, and agree to the Agreement's terms and conditions. I (we) waive any rights that I (we) may have to require Creditor to first exhaust its remedies against the Borrower(s), the Collateral, or any other guarantor, before collecting under this Guaranty.

Guarantor Name:

Guarantor Name:

Signature: X

Signature: X

DaimlerChrysler

Direct Purchase Money Loan and Security Agreement

Truck Financial

1.    Interest/Late Payment : I promise to pay to the order of Creditor the Amount Financed together with daily simple interest thereon at the rate of 6.00% per annum, from the date of this Agreement until all of my obligations under this Agreement are fully paid and satisfied. Interest will be computed on the basis of the actual number of days elapsed in a 365 day year, or a 366 day year if a leap year. If I fail to make any payment within ten (10) days of the due date, I agree to pay Creditor a late payment fee in an amount equal to 5% of the delinquent payment, or such lesser amount as may be limited by law.

2.    Additional Charges : I agree to pay a charge of $25, or such lesser amount as may be limited by law, for each check, draft or similar instrument presented to Creditor that is returned or dishonored for any reason.

3.    Prepayment : I may prepay the then unpaid principal balance, plus accrued interest and other amounts then owing under this Agreement, in full at any time without penalty.

4.    Grant of Security Interest : In order to secure the prompt and punctual payment and satisfaction of my Indebtedness (as defined herein), I am granting Creditor a security interest in the Equipment, and in all accessions, replacements and additions to the Equipment, and in all leases and chattel paper of the Equipment, and in all lease payments, rentals, and rights thereto, and in all proceeds derived from the Equipment, including insurance proceeds and refunds of insurance premiums. If Creditor permits me to allow others to use or lease the Equipment, I agree to stamp any agreement between me and my lessee with language approved by Creditor and to provide and update Creditor with all current contact information of user or lessee. I also agree that collateral securing other loans, credit sales and leases that I may have with Creditor or any affiliate of Creditor, whether now or in the future, additionally will secure my Indebtedness under this Agreement. The Equipment, all leases and chattel paper of the Equipment, all lease payments, rentals, and rights thereto, proceeds, and my additional collateral securing other loans, credit sales, and leases with Creditor or any affiliate of Creditor, are individually, collectively and interchangeably referred to under this Agreement as my "Collateral." For purposes of this Agreement, the term "Indebtedness" means: (1) my indebtedness under my loan and under this Agreement for payment of principal, interest, late charges, returned check fees, liquidated damages and any other amounts due hereunder; (2) my indebtedness under any other loans, leases or other obligations that I may now and in the future owe to Creditor or any affiliate of Creditor; (3) all additional funds that Creditor or any affiliate of Creditor may advance on my behalf as provided in this Agreement; and (4) Creditor's costs and expenses incurred in enforcing Creditor's rights under this Agreement, and in protecting and preserving the Collateral, including reimbursement of Creditor's reasonable attorney's fees, court costs, and collection expenses. I authorize Creditor to perfect its security interest in the Collateral. I agree to reimburse Creditor for all filing costs and perfection expenses, as well as for all costs of amending, continuing and terminating such filings.

5.    Covenants : I agree: (1) not to sell, lease, transfer or assign the Collateral without Creditor's prior written consent; (2) not to allow any other security intere