VRAM maintenance contract form

SERVICE AGREEMENT

Date ________________

______________________________, hereafter referred to as THE PLANT OPERATOR, and Olson Manufacturing Company, hereafter referred to as VRAM, enter into the following Maintenance Agreement:

VRAM shall, for a period of ____ years from the date of installation of each of the pumps identified in the attached Exhibit "A", said installation being paid for by under the supervision and direction of VRAM, shall thereafter provide THE PLANT OPERATOR with expert input and guidance concerning the operation and repair of said pumps as THE PLANT OPERATOR may upon such reasonable notice request.

THE PLANT OPERATOR shall pay to VRAM $__________ per month for the maintenance of the equipment during the term of this Agreement, payable on the___________ day of each month, the first payment to be made upon the execution of this Agreement. If the payment or any part thereof is at any time overdue, THE PLANT OPERATOR shall pay to VRAM interest on such arrears at the rate of _________ % per annum from the date of default until the arrearage shall be paid, together with all reasonable collection charges and expenses. These charges shall be in addition to all other remedies at law or in equity which VRAM may have against THE PLANT OPERATOR for default in payment for the service provided for herein.

Plant security procedures and policies will be maintained and followed by VRAM including the following conditions:

VRAM will be allowed access to a computer with an Allen Bradley control interface containing operational information on each pump and trended parameters through a phone line connection that is secure.

Plant communications software and hardware will be used that will not allow VRAM to alter operational parameters or information at any time.

Security passwords and codes will be used at all times to maintain plant operation integrity.

Any and all information concerning the pumps and plant operations will be treated as confidential by both parties. Only with mutual agreement will information be shown to a third party.

Periodic maintenance of the pumps shall be the responsibility of VRAM with the cooperation of THE PLANT OPERATOR.

Maintenance of the pumps may be performed by the following with mutual approval of THE PLANT OPERATOR and VRAM:

By VRAM and its employees

By THE PLANT OPERATOR and its employees with reimbursement from VRAM at a rate of ______ DOLLARS per hour for the direct out-of-pocket cost incurred by THE PLANT OPERATOR

By outside services

VRAM will inspect and service the pumps on a six month cycle. The goal of this service will be to insure that the pumps will operator without failure for the following six months. The six month interval can be changed if deemed more advantageous by both parties.

THE PLANT OPERATOR is responsible for all fluids and maintenance of said fluids, greasing auger bearings and adjustment of auger packing to keep from leaking if needed.

THE PLANT OPERATOR is responsible for lack of site monitoring and maintenance or damage due to abuse or lack of daily service required if any.

VRAM is responsible for parts and repair occurring as a result of normal and customary use, treatment, and upkeep of operating the pump(s).

A monthly maintenance report will be provided by VRAM. See exhibit "B".

THE PLANT OPERATOR will provide a weekly log to VRAM (see exhibit "C") for the following weekly inspections of each pump:

Check hydraulic oil filter indicators.

Check oil level in auger gear box.

Check/adjust auger shaft seals for product leakage.

Grease auger bearings.

THE PLANT OPERATOR will provide a monthly log to VRAM (see exhibit "D") for the following daily inspections of each pump:

Hydraulic oil condition

Piston cooling water flow level and contamination level

Auger gear box oil condition

Pumping chamber and hydraulic unit walk around

Check for leaks

ii.

Check for noises

iii.

Note any other concerns and conditions

THE PLANT OPERATOR acknowledges that the Equipment designated in Exhibit "A" is of the size, design, capacity, description and manufacture selected by THE PLANT OPERATOR. THE PLANT OPERATOR is satisfied that the Equipment designated in Exhibit "A" is suitable and fit for its purposes. THE PLANT OPERATOR acknowledges that, except for the express warranty provided with the equipment, VRAM has not made and does not make any warranty or representation whatsoever, either express or implied, as to the fitness, condition, merchantability, design or operation of the equipment, its fitness for any particular purpose, the quality or capacity of the equipment, nor any other representation or warranty whatsoever. THE PLANT OPERATOR acknowledges that VRAM shall not be liable to THE PLANT OPERATOR or his/her agents or employees for any loss, damage, or expense of any kind or nature caused, directly or indirectly, by any equipment serviced hereunder or the use or failure to properly use the equipment hereunder, or for any loss of business howsoever caused. VRAM shall not be liable for any consequential or incidental damages as those terms are used in the uniform commercial code.

Actual and full cooperation will be maintained by both parties.

VRAM will provide advice and troubleshooting support upon request at all times. This support will utilize the dial up access to pump operational information. The connection will be maintained and be available to plant personal and VRAM at all times.

THE PLANT OPERATOR can terminate this agreement for any reason with 30 days notice.

This agreement will continue until terminated or renegotiated upon mutually accepted terms.

This agreement may be modified at anytime with mutual consent of both parties.

For the purpose of minimizing maintenance time and costs for both parties, plant personnel will cooperate and provide support as requested when VRAM is on site maintaining the pumps. This support will follow normal plant operational and maintenance procedures.

THE PLANT OPERATOR will follow normal maintenance procedures as established within the manuals provided by VRAM.

THE PLANT OPERATOR assumes liability for and shall indemnify, protect, save and keep harmless VRAM, its agents, servants, and employees from and against all losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal expenses of whatever kind or nature imposed upon, incurred by or asserted against VRAM in any way relating to or arising out of this Agreement. The indemnity contained in this Section 21 shall continue in full force and effect, notwithstanding the termination of this Agreement.

VRAM will maintain complete operational and maintenance support for the pumps on its website. The following information will be available to plant personal at all times:

Service parts listing and identification

Past service parts installed and date of installation by VRAM

Troubleshooting guide for most conditions

All maintenance and service procedures

Listing of all historical documents, communications, and technical information associated with the pumps

THE PLANT OPERATOR may at its option choose to maintain individual pumps without the service support provided for by this agreement.

THE PLANT OPERATOR shall make payment to VRAM for the Maintenance Agreement as provided for in this agreement by the following schedule of pumps covered by this agreement:

One (1) Pump

__________ DOLLARS per month

Two (2) Pumps

__________ DOLLARS per month

Three (3) Pumps

__________ DOLLARS per month

Four (4) Pumps

__________ DOLLARS per month

Five (5) Pumps

__________ DOLLARS per month

Six (6) Pumps

__________ DOLLARS per month

The payment shall start on the 30th day of each month following the date of each pump's initial coverage by this agreement.

An existing pump may be covered by this agreement. VRAM will inspect the pump and provide a quote of expense and procedure to bring the pump into the agreement.

This Agreement sets forth the entire understanding between the parties, there being no terms, conditions, warranties or representations other than those contained herein, and no amendments hereto shall be valid unless made in writing and signed by the parties hereto.

IN WITNESS WHEREOF, the parties have executed this agreement as of this _______ day of _________, 2005

Olson Manufacturing Company (a/k/a VRAM)

BY: __________________________

It's: __________________________

(a/k/a THE PLANT OPERATOR)

BY: ____________________________

It's: _____________________________