1 EXHIBIT 10.5 Information has been omitted pursuant to an application for confidential treatment and the omitted material has been filed separately with the Commission pursuant to an application for confidential treatment. Omitted material is indicated with an asterisk(*). MASTER SUPPLY AGREEMENT This Master Supply Agreement ("this Agreement") is entered into as of the closing date of the Stock Purchase Agreement (as defined below) (the "Effective Date"), by and between FORD MOTOR COMPANY ("FORD"), a Delaware corporation, and MSX INTERNATIONAL (HOLDINGS), INC. ("MSXI"), a Delaware corporation (individually, "Party" and collectively, "Parties"). The following space is provided for the Parties to enter the Effective Date: August 31 1997. RECITALS A. Concurrent with the execution and delivery of this Agreement, MSXI executed a Stock Purchase Agreement dated as of July 25, 1997 (the "Stock Purchase Agreement") to purchase all of the capital stock of Geometric Results Incorporated ("GRI") from FORD. As used herein, the term "MSXI" includes GRI and other MSXI majority owned affiliates and the term "FORD" includes FORD's majority owned affiliates. B. GRI currently provides many important services to FORD, some of which are dealt with in the Master Vendor Agreement of even date between FORD and MSXI (the "Master Vendor Agreement"). FORD has supplied MSXI with the attached Business Description which describes the most significant services performed by GRI for FORD other than those addressed in the Master Vendor Agreement. All services performed by GRI for FORD during the first seven months of 1997 other than those covered by the Master Vendor Agreement are referred to herein as the "Services", including, but not limited to, those shown on the Business Description. One of the FORD functions for which GRI performs Services is the Ford Customer Service Division (Europe) ("FCSD"), which Services are referred to herein as "FCSD Services." Other Services are referred to herein as "Other Services." FORD and MSXI desire to ensure that MSXI a provides or causes GRI to continue to provide the Services to FORD and that FORD continues to purchase the Services from GRI. C. FORD and MSXI a desire to avoid or minimize business disruption to the Parties by maintaining, for a reasonable period of time, ordering and billing processes (the "Ford Ordering and Billing Systems") utilized by the Parties and GRI as of the date of this Agreement until such time as new processes and systems are developed and implemented. D. To carry out the foregoing objectives, FORD and MSXI have agreed that FORD will continue to order the Services and MSXI or GRI will continue to supply the Services as set forth herein. The Parties intend that this will be a long-term business relationship where considerations of fairness to each of the Parties, consistent with this Agreement and other agreements between the Parties, will play a major role in dealing with issues that may arise during the course of the relationship. In Article 4.5 of the Stock Purchase Agreement, the Parties have agreed to establish a group of executives from FORD and MSXI (the "Advisory Board") to monitor the relationship between FORD and MSXI. The Parties further agree that the Advisory Board may be called upon 2 to attempt to resolve material issues of fairness in the administration of this Agreement and other contracts which exist between MSXI and FORD. NOW, THEREFORE, for the purpose of inducing MSXI to consummate the transactions contemplated by the Stock Purchase Agreement and in consideration of the premises, the Parties agree as follows: ARTICLE 1. - PURCHASE AND SUPPLY RELATIONSHIP 1.1 The term of this Agreement shall be the five year period commencing with the Effective Date. During the term of this Agreement, FORD, on its own behalf or on behalf of the FORD company identified on the face of a Purchase Order (as defined below), will purchase and MSXI, on its own behalf or on behalf of the MSXI company identified on the face of a Purchase Order (e.g., GRI), will supply certain services as set forth herein. 1.2 During the term of this Agreement, FORD will continue to utilize and order the FCSD Services from MSXI, [ * ] subject to the conditions hereinafter described in Article 1.4. The Parties recognize that FORD's business needs may change during the term of this Agreement so that FORD's need for FCSD Services may change from time to time according to future events which cannot now be foreseen. It is the Parties' intention that the orders placed by FORD pursuant to this Agreement will permit MSXI to maintain a level of revenue from FORD orders for FCSD Services or from orders for services offered by MSXI placed to replace revenues lost because of reductions in such FCSD Services ("Replacement Business"), which approximates the Base and FORD will issue orders for Replacement Business to fulfill that objective. Replacement Business will be comparable to lost FCSD Services business. FORD's obligation to supply Replacement Business shall not be deemed satisfied by (i) the continuation of Other Services business which MSXI is performing at the time of FORD's decision to discontinue the FCSD Services to be replaced unless prior to such decision, MSXI had been notified by FORD that such Other Services were scheduled for termination or (ii) business that at the time of FORD's decision to discontinue a part of the FCSD Services, FORD had decided, in a practical sense, to award to MSXI. 1.3 With Respect to Other Services of which GRI is the sole supplier to a FORD customer, FORD will continue to issue orders to MSXI for such Other Services and will not issue orders to another supplier, subject to the conditions described in Article 1.4. With respect to each type of Other Services for which GRI is not the sole supplier, MSXI shall be a preferred supplier [ * ] 1.4 FORD'S obligation to issue purchase orders for specific Services is subject to the conditions that MSXI remain competitive in key business areas including price, quality, and delivery with other responsible suppliers and FORD shall not be required to order any service, the need for which has 2 3 been eliminated by business changes. In assessing whether MSXI is competitive FORD will give appropriate weight to the long term nature of the relationship between FORD and MSXI. 1.5 FORD and MSXI will use all reasonable efforts to integrate MSXI's activities hereunder with FORD purchasing operations utilizing where appropriate FORD Ordering and Billing Systems. 1.6 FORD represents and warrants to MSXI that to the best of its knowledge, the Business Description contains accurate information relative to the material Services provided by GRI to FORD other than those covered by the Master Vendor Agreement. FORD acknowledges that MSXI is relying upon the descriptive material in the Business Description and agrees that the Business Description shall be presumed correct. 1.7 FORD shall make reasonable efforts to include MSXI in requests for quotations, broadcasts or other opportunities to provide all professional and business services offered from time to time by MSXI. FORD shall make reasonable efforts to treat MSXI as a preferred supplier within FORD for all types of services currently offered by MSXI. FORD will extend its preferred supplier designation to those services currently offered by MSXI which are combined with comparable GRI activities. ARTICLE 2. - OFFER ACCEPTANCE 2.1 Procurement of Services will be accomplished through the utilization of FORD Ordering and Billing Systems and the issuance of standard FORD Purchase Orders (collectively "Purchase Order(s)"), which Purchase Order will constitute an offer to MSXI by FORD to enter into the purchase and supply agreement it describes. MSXI's commencement of work thereunder will constitute acceptance of the offer. 2.2 Once accepted, such Purchase Order together with this Agreement will be the complete and exclusive statement of the purchase agreement. The standard terms of the Purchase Order shall not apply to transactions between FORD and MSXI pursuant to this Agreement. Any modifications proposed by either Party (e.g., purchase order, confirmations, invoices) are not part of the agreement in the absence of the other Party's express written agreement to the modification. ARTICLE 3. - PRICE 3.1 Prices will be as specifically stated in the Purchase Order, which shall be consistent with this Agreement. All prices are firm and any deviation from such prices are the sole responsibility of MSXI. [3.2 * ] 3 4 ARTICLE 4. - DELIVERY DATES, RELEASES 4.1 If delivery dates are not specified in a Purchase Order, MSXI will provide Services only as authorized by FORD to MSXI. ARTICLE 5. - INVOICES, PAYMENT 5.1 The Parties agree that, if reasonable and consistent with sound business practices, all billing, payment and general transaction processes utilized by the Parties and GRI as of the date of this Agreement shall remain in place until such time as new processes are developed and implemented. Without limiting the generality of the foregoing, the Parties will continue the intercompany settlement mechanism for Satellite Operations, Mail Services Operations, and Engineering Records Center pending development of new processes. 5.2 Payment for Services will be due in accordance with the payment practices in effect on the date of this Agreement, as modified in the Stock Purchase Agreement. The Business Description shall be presumed to be correct insofar as it describes payment terms. 5.3 To the extent that prices for Services are based upon, or affected by, third party supplier pricing discounts currently enjoyed by GRI which are not continued during the term of this Agreement, the pricing for Services affected by the discontinuation of such discounts shall be appropriately adjusted in negotiations conducted pursuant to Article 3.2. ARTICLE 6. - OTHER TERMS AND CONDITIONS 6.1 There is hereby incorporated by reference the provisions of Article 6 through Article 18, except Article 16, of the Master Vendor Agreement. 6.2 Except as otherwise provided therein, each type of Service provided for herein shall be considered in all respects as covered by a separate agreement pursuant to the terms and conditions set forth herein. Without limiting the generality of the foregoing, a right of FORD to terminate as a result of MSXI's performance of one type of Service shall not give rise to a right to terminate with respect to any other Services. 6.3 If MSXI materially breaches this Agreement, FORD may terminate its purchase obligations. FORD shall provide written notice to MSXI which outlines its cause of termination and specifies a termination date at least nine months after the date of notice. If, within six months after the date of the notice, MSXI corrects the causes for termination, termination will be canceled and this Agreement will continue. Any dispute relative to FORD's right to terminate shall be resolved pursuant to Article 18 of the Master Vendor Agreement. 4 5 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. FORD MOTOR COMPANY MSX INTERNATIONAL (HOLDINGS), INC__________. By: ? By: ? ----------------------------- ---------------------------- Title: Title: Vice President -------------------------- ------------------------ 5 6 MASTER SUPPLY AGREEMENT BUSINESS DESCRIPTION 1996 Revenue Publications [ A Warranty Process B Customer Assistance Centers C Rapid Fit D Service Upgrading Program (DPI) E Mail Services F Computer Output to Microfilm (COM) G Education Training and Development (ET&D) H Technical Hotline I Technical Field Engineers * J Engineering Records Center K Electronic Data Management L Extended Service Plan (ESP) M Jaguar Operations N Ford Accident Repair Program (Body Shop) 0 Warranty Claims Assessors P ADTeam Q Training Schools R Miscellaneous Contracts S New Business ] T TOTAL 7 PUBLICATIONS - INCLUDING SATELLITE OPS A-1 8 GRI Program Description Template PROGRAM NAME: Publications CUSTOMER/ORGANIZATION NAME: Various Ford Customers MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: Printing, Copying, Bindery and Graphic Photo Services management. [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Net l5th/30th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: United States (Michigan area locations) IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: DDS provides printing, copying and bindery services and graphic photo services without the benefit of a contract. Jobs are billed on a job by job basis. DDS competes for work without the support of purchasing other than acknowledgement of the Ford blanket. REFERENCE DATA PN# : EXPIRATION DATE: 12/31/97 [ * ] NEW INITIATIVES: We continue to market our services to the Ford community. Our services are being enhanced by the addition of Orbitech, the on-line ordering of digital services. A-2 9 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Advanced Engineering Center (AEC) MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) Management of building wide self serve copying machines and related supplies, 2) Management of select general office supplies. [ * ] QUANTITIES: As required by customer. No minimum or maximum established with the exception of the fixed service management fees. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 11/03/97 [ * ] NEW INITIATIVES: A-3 10 SUPPLY Depot AEC SUPPLIES Item Description Unit Qty/Unit Misc. Ref Unit Quantity Total Price Ordered - ----------------------------------------------------------------------------------------------------------- 1 Mouse Pad 10.75"x8.5"x.25" Each 1 BO160164 [ Blue 2 3M Disk 3.5" DSHD 2MB Box 10 B0160152 Preformatted (1.44MB after format) 3 Cleaning Towelettes 40/40 Box 40 B0160080 Wet/Dry Texwipe 4 4mm Data Cartridges 90 Meter Each 1 B0316689 2GB Verbatim MVE88195FD TEKTRONIX PHASER III SUPPLIES: 5 Color Stix - Black w/fuser wiper Box 8 B0848695 6 Color Stix - Cyan Box 8 B0848698 7 Color Stix - Magenta Box 8 B0848704 8 Color Stix - Yellow Box 8 B0848705 9 Letter Size Transparencies Box 100 B0848741 TEKTRONIX PHASER 11 PXI SUPPLIES: 10 4 Color Roll Each 1 B0512908 11 Letter Size Paper Box 1000 016089100 * 12 Letter Size Transparencies Box 100 B0512910 TEKTRONIX PHASER 11 SD SUPPLIES: 13 4 Color Roll Each 1 016117100 14 Letter Size Paper Box 200 016117300 15 Letter Size Transparencies Box 50 B0848748 TEKTRONIX 200 SUPPLIES: 16 3 Color Roll Each 1 B0848785 17 Thermal Transfer Paper 8.5x11 Box 100 B0848764 18 Letter Size Transparencies Box 50 B0848747 TEKTRONIX 540 SUPPLIES: 19 Black Toner (250 grams) Each 1 016131900 20 Cyan Toner (200 grams) Each 1 016132000 21 Magenta Toner (200 grams) Each 1 016132100 22 Yellow Toner (200 grams) Each 1 016132200 23 Color Imaging Kit Each 1 016131600 24 Corona Kit Each 1 016131700 ] A-4 11 Item Description Unit Qty/Unit Misc. Ref Unit Quantity Total Price Ordered - ----------------------------------------------------------------------------------------------------------- 25 Transfer Kit Each 1 016131800 [ 26 Fuser (11Ov Phaser540) Each 1 016132300 27 Letter Size Paper Box 500 016136800 28 Letter Size Transparencies Box 50 016132500 HP LASERJET 4,4M,4+,4M+ SUPPLIES: 29 Black Cartridge Each 1 B0681842 HP LASERJET 3SI, 4SI SUPPLIES: 30 Black Cartridge Each 1 B0316695 * HP LASERJET II, III SUPPLIES: 31 Black Cartridge Each 1 B0160113 HP LASERJET 5M SUPPLIES: 32 Black Cartridge Each 1 B0848673 HP LASER SUPPLIES: 33 8.5 x 11 Box 50 T3MO1866 Transparency/MMMCG 3300 Total Depot Items ] A-5 12 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Body and Assembly General Office (B&AGO) MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: [ * ] QUANTITIES: Fixed service management fee only. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 07/31/97 [ * ] NEW INITIATIVES: A-6 13 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Powertrain Operations Facilities Engineering (Livonia Campus) MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) Management of building wide self serve copying, plotting and fax machines and related supplies, 2) Management of select general office supplies. [ * ] QUANTITIES: As required by customer. No minimum or maximum established with the exception of any fixed service management fees. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA EXPIRATION DATE: 12/31/97 PN#: N/A [ * ] NEW INITIATIVES: A-7 14 LIVONIA CAMPUS ATTACHMENT I Item DTC SUPPLIES Unit Qty/Unit Misc Ref Unit # Price 1 Mouse Pad 10.75" x 8.5" x.25" Blue Each 1 B0160164 2 3M Disk 3.5" DSHD 2MB Preformatted (1.44MB Box 10 B0160152 after format) 3 Cleaning Towelettes 40/40 WetDry Texwipe Box 40 B0160080 4 4mm Data Cartridges 90 Meter 2GB Verbatim Each 1 B0316689 MVE88195FD 5 8mm Data Cartridges 2.2GB Verbatim Each 1 B0160141 MVE87698FD HP HP DESKJET 1600C SUPPLIES 6 Black Cartridge Each 1 B0511424 7 Cyan Cartridge Each 1 B0511434 8 Magenta Cartridge Each 1 B0511435 9 Yellow Cartridge Each 1 B0511436 10 Glossy Paper 8.5 x 11 Box 50 B0511444 11 Clear Transparencies 1.5 x 11 Box 50 B0511470 HP 1200C SUPPLIES: 12 Black Cartridge Each 1 B0511424 13 Cyan Cartridge Each 1 B0511434 14 Magenta Cartridge Each 1 B0511435 * 15 Yellow Cartridge Each 1 B0511436 TEKTRONIX PHASER III SUPPLIES: 16 Color Stix - Black w/fuser wiper Box 8 B0848695 17 Color Stix - Cyan Box 8 B0848698 18 Color Stix - Magenta Box 8 B0848704 19 Color Stix - Yellow Box 8 B0848705 TEKTRONIX PHASER 11 SUPPLIES: 20 3 Color Roll Each 1 B0512909 21 Black Roll Each 1 016090400 22 Letter Size Transparencies Box 50 B0512910 23 Letter Size Paper Box 1000 016089100 TEKTRONIX 2001/4681 SUPPLIES: 24 Letter Size Paper Box 100 016118300 25 Letter Size Paper Box 100 B0848765 26 Black Roll Each 1 016118800 27 3 Color Roll Each 1 B0848786 28 Transparencies 8.5 x 11 Box 50 B0848746 29 Colorcoat Roll Each 1 016122200 TEKTRONIX 340 SUPPLIES: 30 Color Stix - Black Box 3 B848707 31 Color Stix - Cyan Box 3 B848713 32 Color Stix - Magenta Box 3 B848715 33 Color Stix - Yellow Box 3 B848717 34 Maintenance Tray Each 1 436029MOl A-8 15 35 Letter Size Paper Box 500 016136800 [ 36 Transparencies 8.5 x 11 Box 50 B0848743 37 Cleaning Kit Each 1 016134100 HP LASERJET 4,4M,4+,4M+ SUPPLIES: 38 Black Cartridge Each 1 B0681842 HP LASERJET 3SI, 4SI SUPPLIES: 39 Black Cartridge Each 1 B0316695 HP LASERJET 11, 111 SUPPLIES: 40 Black Cartridge Each 1 B0160113 HP LASERJET 5M SUPPLIES: 41 Black Cartridge Each 1 B0848673 HP LASERJET 5SI SUPPLIES: 42 Black Cartridge Each 1 B0848670 HP 2000 SUPPLIES: 43 Black Cartridge Each 1 B0160109 HP LASER SUPPLIES: 44 8.5 x 11 Transparency/MMMCG 3300 Box 50 T3MO1866 * DEC 3500 SUPPLIES: 45 Black Cartridge Each 1 TDELN14XAA QMS860 SUPPLIES: 46 Black Cartridge Each 1 B0512793 SUNSPARC LASER SUPPLIES: 47 Black Cartridge Each 1 SPRNTONER SUN NEWSPRINTER LASER SUPPLIES: 48 Black Cartridge Each 1 SPRN20TONERKT RS7120 SUPPLIES: 49 Cardboard Transparencies Frames Box 20 T3MO7368 COPIER ADMINISTRATION 50 Cost per Copy under 10,000/mo/avg Click 1 51 Cost per Copy 10,000-25,000/mo/avg Click 1 52 Cost per Copy over 25,000/mo/avg Click 1 PLOTTER ADMINISTRATION 53 Roll Each 1 FACSIMILE ADMINISTRATION 54 Facsimile Machines/mo Each 1 PROJECT ADMINISTRATION 55 Administration/mo Each 1 ] SUPPLIES ADMINISTRATION * PTO will receive Attachment II listing additional supplies and pricing upon completion of supplies inventory by DDS/GRI. A-9 16 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford CCD MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA [ * ] A-10 17 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Commercial Truck Vehicle Center (CTVC) MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building wide self serve copying machines and related supplies, 3) Management of select general office supplies. [ * ] QUANTITIES: As required by customer. No minimum or maximum established with the exception of the fixed service management fees. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: Valid until replaced [ * ] A-11 18 Item DTC SUPPLIES Description Unit Qty/Unit Misc Ref Unit Quanity Total # Price Ordered 1 Mouse Pad 10.75" x 8.5"x.25" Blue Each 1 B0160164 [ 2 3M Disk 3.5" DSHD 2MB Preformatted (1.44MB after Box 10 B0160152 format) 3 Cleaning Towelettes; 40/40 Wet/Dry Texwipe Box 40 B0160080 4 4mm Data Cartriges; 90 Meter 2GS Verbatim Each 1 B0316689 MVE88195FD 5 8mm Data Cartriges 2.2GB Verbatim MVE87698FD Each 1 B0160141 HP DESKJET 1600C SUPPLIES: 6 Black Cartridge Each 1 B0511424 7 Cyan Cartridge Each 1 B0511434 8 Magenta Cartridge Each 1 B0511435 9 Yellow Cartridge Each 1 B0511436 10 Glossy Paper 8.5 x 11 Box 50 B0511444 11 Clear Transparencies 1.5 x 11 Box 50 B0511470 HP 1200C SUPPLIES: 12 Black Cartridge Each 1 B0511424 13 Cyan Cartridge Each 1 B0511434 14 Magenta Cartridge Each 1 B0511435 15 Yellow Cartridge Each 1 B0511436 TEKTRONIX PHASER III SUPPLIES: 16 Color Stix - Black w/fuser wiper Box 8 B0848695 * 17 Color Stix - Cyan Box 8 B0848698 18 Color Stix - Magenta Box 8 80848704 19 Color Sbx - Yellow Box 8 B0848705 19.1 Transparencies 8.5 x 11 Box 100 80848741 TEKTRONIX PHASER 11 SUPPLIES: 20 3 Color Roll Each 1 B0512909 21 Black Roll Each 1 016090400 22 Letter Size Transparencies Box 50 B0512910 23 Letter Size Paper Box 1000 016089100 TEKTRONIX 2001/4681 SUPPLIES: 24 Letter Size Paper Box 100 016118300 25 Letter Size Paper Box 100 B0848765 26 Black Roll Each 1 016118800 27 3 Color Roll Each 1 B0848786 28 Transparencies 8.5 x 11 Box 50 B0848746 29 Colorcoat Roll Each 1 016122200 TEKTRONIX 340 SUPPLIES: 30 Color Stix - Black Box 3 B848707 31 Color Stix - Cyan Box 3 B848713 32 Color Stix - Magenta Box 3 B848715 33 Color Stix - Yellow Box 3 B848717 34 Maintenance Tray Each 1 436029M0l 35 Letter Size Paper Box 500 016136800 36 Transparencies 8.5 x 11 Box 50 B0848743 ] A-12 19 37 Cleaning Kit Each 1 016134100 [ HP LASERJET 4,4M,4+,4M+ SUPPLIES: 38 Black Cartridge Each 1 B0681842 HP LASERJET 3SI, 4SI SUPPLIES: 39 Black Cartridge Each 1 B0316695 HP LASERJET II, III SUPPLIES: 40 Black Cartridge Each 1 B0160113 HP LASERJET 5M SUPPLIES: 41 Black Cartridge Each 1 B0848673 HP LASERJET 5SI SUPPLIES: * 42 Black Cartridge Each 1 B0848670 HP 2000 SUPPLIES: 43 Black Cartridge Each 1 B0160109 HP LASER SUPPLIES: 44 8.5 x 11 Transparency/MMMCG 3300 Box 50 T3MO1866 DEC 3500 SUPPLIES: 45 Black Cartridge Each 1 TDELN14XAA QMS860 SUPPLIES: 46 Black Cartridge Each 1 B0512793 SUNSPARC LASER SUPPLIES: 47 Black Cartridge Each 1 SPRNTONER SUN NEWSPRINTER LASER SUPPLIES: 48 Black Cartridge Each 1 SPRN20TONERK7 RS7120 SUPPLIES: 49 Cardboard Transparencies Frames Box 20 T3M07368 ] A-13 20 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Large Front Wheel Drive Vehicle Center - Experimental Vehicle Building (EVB) MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building wide self serve copying machines and related supplies, 3) Management of select general office supplies. [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 12/31/97 [ * ] A-14 21 Item Description Unit Qty/Unit Misc Ref Unit Quantity # Price Ordered Total 1 Mouse Pad 10.75" 8.5" x .25" Blue Each 1 B0160164 [ 2 3M Disk 3.5" DSHD 2MB Preformatted Box 10 B0160152 (1.44MB after format) 3 Cleaning Towelettes 40/40 Wet/Dry Box 40 B0160080 Texwipe 4 4mm Data Cartriges 90 Meter 2GB Each 1 B0316689 Verbatim MVE88195FD 5 8mm Data Cartriges 2.2GB Verbatim Each 1 B0160141 MVE87698FD HP DESKJET 1600C SUPPLIES: 6 Black Cartridge Each 1 B0511424 7 Cyan Cartridge Each 1 B0511434 8 Magenta Cartridge Each 1 B0511435 9 Yellow Cartridge Each 1 B0511436 * 10 Glossy Paper 8.5 x 11 Box 50 B0511444 11 Clear Transparencies 1.5 x 11 Box 50 B0511470 HP 1200C SUPPLIES: 12 Black Cartridge Each 1 B0511424 13 Cyan Cartridge Each 1 B0511434 14 Magenta Cartridge Each 1 B0511435 15 Yellow Cartridge Each 1 B0511436 TEKTRONIX PHASER III SUPPLIES: 16 Color Stix - Black w/fuser wiper Box 8 B0848695 17 Color Stix - Cyan Box 8 B0848698 18 Color Stix - Magenta Box 8 B0848704 19 Color Stix - Yellow Box 8 B0848705 TEKTRONIX PHASER II SUPPLIES: 20 3 Color Roll Each 1 B0512909 21 Black Roll Each 1 016090400 22 Letter Size Transparencies Box 50 B0512910 23 Letter Size Paper Box 1000 016089100 TEKTRONIX 2001/4681 SUPPLIES: 24 Letter Size Paper Box 100 016118300 25 Letter Size Paper Box 100 B0848765 26 Black Roll Each 1 016118800 27 3 Color Roll Each 1 B0848786 28 Transparencies 8.5 x 11 Box 50 B0848746 29 Colorcoat Roll Each 1 016122200 TEKTRONIX 340 SUPPLIES: 30 Color Stix - Black Box 3 B848707 31 Color Stix - Cyan Box 3 B848713 32 Color Stix - Magenta Box 3 B848715 33 Color Stix - Yellow Box 3 B848717 34 Maintenance Tray Each 1 436029M0l 35 Letter Size Paper Box 500 016136800 36 Transparencies 8.5 x 11 Box 50 B0848743 37 Cleaning Kit Each 1 016134100 HP LASERJET 4,4M,4+,4M+ SUPPLIES: 38 Black Cartridge Each 1 B0681842 ] HP LASERJET 3SI, 4SI SUPPLIES: A-15 22 39 Black Cartridge Each 1 B0316695 [ HIP LASERJET II, III SUPPLIES: 40 Black Cartridge Each 1 B0160113 HP LASERJET 5M SUPPLIES: 41 Black Cartridge Each I B0848673 HIP LASERJET 5SI SUPPLIES: 42 Black Cartridge Each 1 B0848670 HIP 2000 SUPPLIES: * 43 Black Cartridge Each 1 B0160109 HP LASER SUPPLIES: 44 8.5 x 11 Transparency/MMMCG 3300 Box 50 TDELN14XAA DEC 3500 SUPPLIES: 45 Black Cartridge Each 1 TDELN14XAA QMS860 SUPPLIES: 46 Black Cartridge Each 1 B0512793 SUNSPARC LASER SUPPLIES: 47 Black Cartridge Each 1 SPRNTONER SUN NEWSPRINTER LASER SUPPLIES: 48 Black Cartridge Each 1 SPRN20TONERK7 RS7120 SUPPLIES: 49 Cardboard Transparencies Frames Box 20 T3MO7368 ] A-16 23 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Advanced Vehicle Technology Chassis Operations MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) Management of on site engineering copying machines and related supplies 2) Drawing file and reproduction support (ERC) 3) PCI distribution support (ERC) THIS CONTRACT EXPIRED ON 12/13 AND CUSTOMER HAS NOT SIGNED A NEW AGREEMENT. SERVICE IS STILL BEING PERFORMED. [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 12/13/96 [ * ] A-17 24 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Automotive Components Division Sheldon Road Plant MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) Operation of a full service copy center and related supplies THIS CONTRACT EXPIRED ON 12/ 31/96 AND CUSTOMER HAS BEEN ISSUING A P.N. EACH MONTH IN ARREARS OF THE WORK BEING DONE. PRICING: [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 12/13/96 [ * ] A-18 25 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Motor Credit Company (FMCC) MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building wide self serve copying machines and related supplies, 3) Management of select general office supplies. [ * ] QUANTITIES: As required by customer. No minimum or maximum established with the exception of any fixed service management fees. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 01/30/98 [ * ] NEW INITIATIVES: A-19 26 DIVERSIFIED DOCUMENT Solutions ALL PRODUCTS AND SERVICES ARE BILLED BASED ON USAGE AND IN ACCORDANCE WITH THE DDS-FORD BLANKET BKBO 106842. COPY CENTER Copy centers will be billed according to the menu of services and prices listed in the DDS blanket BKBO 106842. The configuration determined for during the review of the facilities determines the price breaks for B numbers #'s B1018679 to B1018765. pricing will be: [ Description Unit ----------- ---- Copying, Black & White, 8.5 x 11, One (1) Sided Each Copying, Black & White, 8.5 x 11, 3 Hole, One (1) Sided Each Copying, Black & White, 8.5 x 14, One (1) Sided Each Copying, Black & White, 11 x 17, One (1) Sided Each Copying, Black & White, 8.5 x 11, Two (2) Sided Each Copying, Black & White, 8.5 x 11, 3 Hole, Two (2) Sided Each Copying, Black & White, 8.5 x 14, Two (2) Sided Each Copying, Black & White, 11 x 17, Two (2) Sided Each Additional Services required outside of Copy Center Hours, weekday Hour Additional Services required outside of Copy Center Hours, weekend Hour and holiday * WALK-UP COPIER ADMINISTRATION All walk-up copiers administered by DDS will be billed on a cost per copy basis for the actual equipment usage, a per machine monthly fee, and paper / supplies delivered. The following billing rates will apply in accordance with the DDS blanket BKBO 106842: Blanket Item Description Unit ------------ ----------- ---- B1018652 Copying Service, Black & White Click B1018657 Administration Monthly Charge (per Machine) Month B1018676 Supply Administration, Paper Supplies % Click counts for the billing will be collected monthly and will be billed in arrears. SUPPLY ADMINISTRATION Supplies ordered for the copiers, printers, computers and general office will be billed per the DDS blanket BKBO 106842: Blanket Item Description Unit ------------ ----------- ---- B1018660 Supply Administration, Fax Supplies % B1018676 Supply Administration, Other Supplies % B1018676 Supply Administration, Paper Supplies % ] A-20 27 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Fairlane Program Center (FPC) MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building wide self serve copying machines and related supplies, 3) Management of select general office supplies. [ * ] QUANTITIES: As required by customer. No minimum or maximum established with the exception of the fixed service management fees. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 10/13/97 [ * ] A-21 28 SUPPLY DEPOT FPC SUPPLIES ITEM DESCRIPTION UNIT QTY UNIT QUANTITY TOTAL # UNITS MIS. REF. PRICE ORDERED 1 Mouse Pad 10.75" x 8.5" x .25" Blue Each 1 B0160164 [ 2 3M Disk 3.5" DSHD 2MB Preformatted (1.44MB Box 10 B0160152 after format) 3 Cleaning Towelettes 40/40 Wet/Dry Texwipe Box 40 B0160080 4 4mm Data Cartridges; 90 Meter 2GB Verbatim Each 1 B0316689 MVE88195FD 5 8mm Data Cartridges 2.2GB Verbatim Each 1 B0160141 MVE87698FD HP DESKJET 1600C SUPPLIES: 6 Black Cartridge Each 1 B0511424 7 Cyan Cartridge Each 1 B0511434 8 Magenta Cartridge Each 1 B0511435 9 Yellow Cartridge Each 1 B0511436 10 Glossy Paper 8.5 x 11 Box 50 B0511444 11 Clear Transparencies 1.5 x 11 Box 50 B0511470 HP 1200C SUPPLIES: 12 Black Cartridge Each 1 B0511424 13 Cyan Cartridge Each 1 B0511434 14 Magenta Cartridge Each 1 B0511435 15 Yellow Cartridge Each 1 B0511436 TEKTRONIX PHASER III SUPPLIES: 16 Color Sbx - Black w/fuser wiper Box 8 B0848695 17 Color Stix - Cyan Box 8 B0848698 18 Color Stix - Magenta Box 8 B0848704 19 Color Stix - Yellow Box 8 B0848705 * TEKTRONIX PHASER II SUPPLIES: 20 3 Color Roll Each 1 B0512909 21 Black Roll Each 1 016090400 22 Letter Size Transparencies Box 50 B0512910 23 Letter Size Paper Box 1000 016089100 TEKTRONIX 2001/4681 SUPPLIES: 24 Letter Size Paper Box 100 016118300 25 Letter Size Paper Box 100 B0848765 26 Black Roll Each 1 016118800 27 3 Color Roll Each 1 B0848786 28 Transparencies 8.5 x 11 Box 50 B0848746 29 Colorcoat Roll Each 1 016122200 TEKTRONIX 340 SUPPLIES: 30 Color Stix - Black Box 3 B848707 31 Color Stix - Cyan Box 3 B848713 32 Color Stix - Magenta Box 3 B848715 33 Color Stix - Yellow Box 3 B848717 34 Maintenance Tray Each 1 436029M01 35 Letter Size Paper Box 500 016136800 36 Transparencies 8.5 x 11 Box 50 B0848743 37 Cleaning Kit Each 1 016134100 HP LASERJET 4,4M,4+,4M+ SUPPLIES: 38 Black Cartridge Each 1 B0681842 HP LASERJET 3SI, 4SI SUPPLIES: 39 Black Cartridge Each 1 B0316695 HP LASERJET II, III SUPPLIES: ] A-22 29 40 Black Cartridge Each 1 B0160113 [ HP LASERJET SM SUPPLIES: 41 Black Cartridge Each 1 B0848673 HP LASERJET 5SI SUPPLIES: 42 Black Cartridge Each 1 B0848670 HP 2000 SUPPLIES: 43 Black Cartridge Each 1 B0160109 HP LASER SUPPLIES: 44 8.5 x 11 Transparency/MMMCG 3300 Box 50 T3M01866 DEC 3500 SUPPLIES: 45 Black Cartridge Each 1 TDELN14XAA * QMS860 SUPPLIES: 46 Black Cartridge Each 1 B0512793 SUNSPARC LASER SUPPLIES: 47 Black Cartridge Each 1 SPRNTONER SUN NEWSPRINTER LASER SUPPLIES: 48 Black Cartridge Each 1 SPRN20TONERKT RS7120 SUPPLIES: 49 Cardboard Transparencies Frames Box 20 T3MO7368 ] A-23 30 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Powertrain Operations Material Control Department - Livonia and Van Dyke Locations MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) 2 on site full service copy centers, 2) Management of building wide self serve copying machines and related supplies. [ * ] QUANTITIES: As required by customer. No minimum or maximum established with the exception of the fixed service management fees. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 11/30/97 [ * ] A-24 31 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Product Development Center (PDC) MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building wide self serve copying machines and related supplies, 3) Engineering File Storage (Aperture Card) and reproduction, 4) Management of select general office supplies. [ * ] QUANTITIES: As required by customer. No minimum or maximum established with the exception of the fixed service management fees. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 12/13/97 [ * ] A-25 32 PDC SUPPLY DEPOT Item Description Unit Qty/Unit Misc Ref Unit Quanity Total # Price Ordered 1 Mouse Pad 10.75" x 8.5" x .25" Each 1 B0160164 [ Blue 2 Mouse Paw Each 1 AVIMOUSEPAW 3 Wrist Rest/Padded Each 1 INTWR1 4 3M Disk 3.5" DSHD 2MB Box 10 B0160152 Preformatted (1.44MB after format) 5 3M Disk 5.25" DSHD 1.2MB Box 10 B0160151 Preformatted 6 Labels for 3.5" diskettes Box 450 AVE5096 7 Disk Case 3.5" Cap 45 Hingetop Each 1 B0160154 8 Cleaning Towelettes 40/40 Box 40 B0160080 Wet/Dry Texwipe 9 DC6150 Data Cartridge 1/4" Each 1 B0160139 10 4mm Data Cartridges 90 Meter Each 1 B0316689 2GB Verbatim MVE88195FD 11 8mm Date Cartridge 2.2GB Each 1 B0316717 Sony MSOQG112MFD 12 8mm Data Cartridges 2.2GB Each 1 B0160141 Verbatim MVE87698FD 13 AAA Batteries 4Pack 1 MN2400B4 HP DESKJET 1600C SUPPLIES: 14 Black Cartridge Each 1 BO511424 * 15 Cyan Cartridge Each 1 B0511434 16 Magenta Cartridge Each 1 B0511435 17 Yellow Cartridge Each 1 B0511436 18 Glossy Paper 8.5 x 11 Box 50 B0511444 19 Clear Transparencies 1.5 x 11 Box 50 B0511470 HIP 1200C SUPPLIES: 20 Black Cartridge Each 1 B0511424 21 Cyan Cartridge Each 1 BO511434 22 Magenta Cartridge Each 1 B0511435 23 Yellow Cartridge Each 1 B0511436 TEKTRONIX PHASER III SUPPLIES: 24 Color Stix - Black w/fuser wiper Box 8 B0848695 25 Color Stix - Cyan Box 8 B0848698 26 Color Stix - Magenta Box 8 B0848704 27 Color Stix - Yellow Box 8 B0848705 TEKTRONIX PHASER II SUPPLIES: 28 3 Color Roll Each 1 B0512909 29 Black Roll Each 1 016090400 30 Letter Size Transparencies Box 50 B0512910 31 Letter Size Paper Box 1000 016089100 TEKTRONIX 2001/4681 SUPPLIES: 32 Letter Size Paper Box 100 016118300 33 Letter Size Paper Box 100 B0848765 34 Black Roll Each 1 016118800 35 3 Color Roll Each 1 B0848786 36 Transparencies 8.5 x 11 Box 50 B0848746 ] A-26 33 37 Colorcoat Roll Each 1 016122200 [ TEKTRONIX 340 SUPPLIES: 38 Color Stix - Black Box 3 B848707 39 Color Stix - Cyan Box 3 B848713 40 Color Stix - Magenta Box 3 B848715 41 Color Stix - Yellow Box 3 B848717 42 Maintenance Tray Each 1 436029M01 43 Letter Size Paper Box 500 016136800 44 Transparencies 8.5 x 11 Box 50 B0848743 45 Cleaning Kit Each 1 016134100 LASERJET SUPPLIES: 46 LaserJet I Toner Each 1 B0160114 47 LaserJet II Toner Each 1 B0160113 48 LaserJet IV Toner Each 1 B0320088 HP LASERJET 4,4M,4+,4M+ SUPPLIES: 49 Black Cartridge Each 1 B0681842 HP LASERJET 3SI, 4SI SUPPLIES: 50 Black Cartridge Each 1 B0316695 HP LASERJET II, III SUPPLIES: 51 Black Cartridge Each 1 B0160113 HP LASERJET 5M SUPPLIES: 52 Black Cartridge Each 1 B0848673 HP LASERJET 5SI SUPPLIES: * 53 Black Cartridge Each 1 B0848670 HP 2000 SUPPLIES: 54 Black Cartridge Each 1 B0160109 HP LASER SUPPLIES: 55 8.5 x 11 Transparency/MMMCG Box 50 T3M01866 3300 DEC 3500 SUPPLIES: 56 Black Cartridge Each 1 TDELN14XAA QMS860 SUPPLIES: 57 Black Cartridge Each 1 B0512793 SUNSPARC LASER SUPPLIES: 58 Black Cartridge Each 1 SPRNTONER SUN NEWSPRINTER LASER SUPPLIES: 59 Black Cartridge Each 1 SPRN20TONERKT RS7120 SUPPLIES: 60 Cardboard Transparencies Box 20 T3M07368 Frames IBM 4029/4039/4079 SUPPLIES: 61 4029 Toner (10M copies) Each 1 B0512782 62 4029 Toner (10M copies) Each 1 B0316698 63 4039 Toner (10M copies) Each 1 B0512786 64 4039 Toner (20M copies) Each 1 B0512788 65 Black Cartridge-4079 Each 1 1380490 66 Cyan Cartridge-4079 Each 1 1380491 67 Magenta Cartridge-4079 Each 1 1380492 68 Yellow Cartridge-4079 Each 1 1380493 69 Coated Paper - Tabloid Box 200 1372079 70 Coated Paper - Letter Box 200 1372078 ] A-27 34 71 Transparencies 8.5 x 11 Box 50 1372083 [ COMPAQ PAGEMARC SUPPLIES: * 72 Toner Ct 1 B0511466 ] A-28 35 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Powertrain Operations Engine & Electrical Engineering (Poee) MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building wide self serve copying machines and related supplies, 3) Management of select general office supplies 4) Management of Fax Machines 5) Plotter administration 6) Engineering File Storage (Aperture Card) and reproduction [ * ] QUANTITIES: As required by customer. No minimum or maximum established with the exception of the fixed service management fees. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 4/30/98 [ * ] A-29 36 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford ROB MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: Until replaced (started Jun,97) [ * ] NEW INITIATIVES: A-30 37 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Advanced Vehicle Technology - Robalo Technical Center MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: Management of building wide self serve copying machines and paper supplies. [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 07/21/97 [ * ] NEW INITIATIVES: A-31 38 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Technical Education (Tech-Ed) MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) Management of building wide self serve copying machines and paper. [ * ] Cost plus 12% for copies and supplies. QUANTITIES: As required by customer. No minimum or maximum established with the exception of the fixed service management fees. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: Valid until replaced [ * ] NEW INITIATIVES: A-32 39 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Truck Operations Commercial Truck Vehicle Center (TRMC) MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) Management of building wide self serve copying machines and related supplies, 2) Engineering File Storage (Aperture Card) and reproduction. [ * ] Cost plus 12% for copies, file services and supplies. QUANTITIES: As required by customer. No minimum or maximum established with the exception of the fixed service management fees. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 10/22/97 [ * ] A-33 40 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford Large Front Wheel Drive Vehicle Center - VC2 East & West MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) On site full service copy center, 2) Management of building wide self serve copying machines and related supplies, 3) Management of select general office supplies. [ * ] QUANTITIES: As required by customer. No minimum or maximum established with the exception of the fixed service management fees. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 12/31/97 [ * ] A-34 41 SUPPLY DEPOT VC11 SUPPLIES 1 Mouse Pad 10.75" x 8.5"x .25" Blue Each 1 B0160164 2 3M Disk 3.5" DSHD 2MB Preformatted Box 10 B0160152 [ (1.44MB aftr format) 3 Cleaning Towelettes 40/40 Wet/Dry Texwipe Box 40 B0160080 4 4mm Data Cartriges 90 Meter 2GB Verbatim Each 1 B0316689 MVE88195FD 5 8mm Data Cartriges 2.2GB Verbatim Each 1 B0160141 MVE87698FD HP DESKJET 1600C SUPPLIES: 6 Black Cartridge Each 1 B0511424 7 Cyan Cartridge Each 1 B0511434 8 Magenta Cartridge Each 1 B0511435 9 Yellow Cartridge Each 1 B0511436 10 Glossy Paper 8.5 x 11 Box 50 B0511444 11 Clear Transparencies 1.5 x 11 Box 50 B0511470 HP 1200C SUPPLIES: 12 Black Cartridge Each 1 B0511424 13 Cyan Cartridge Each 1 B0511434 14 Magenta Cartridge Each 1 B0511435 15 Yellow Cartridge Each 1 B0511436 TEKTRONIX PHASER III SUPPLIES: 16 Color Stix - Black w/fuser wiper Box 8 B0848695 17 Color Stix - Cyan sox 8 B0848698 18 Color Stix - Magenta Box 8 B0848704 19 Color Stix - Yellow Box 8 B0848705 TEKTRONIX PHASER II SUPPLIES: * 20 3 Color Roll Each 1 80512909 21 Black Roll Each 1 016090400 22 Letter Size Transparencies Box 50 B0512910 23 Letter Size Paper Box 1000 016089100 TEKTRONIX 2001/4681 SUPPLIES: 24 Letter Size Paper Box 100 016118300 25 Letter Size Paper Box 100 B0848765 26 Black Roll Each 1 016118800 27 3 Color Roll Each 1 B0848786 28 Transparencies 8.5 x 11 Box 50 B0848748 29 Colorcoat Roll Each 1 016122200 TEKTRONIX 340 SUPPLIES 30 Color Stix- Black Box 3 B848707 31 Color Stix - Cyan Box 3 B848713 32 Color Stix - Magenta Box 3 B848715 33 Color Stix - Yellow Box 3 B848717 34 Maintenance Tray Each 1 436029MO1 35 Letter Size Paper Box 500 016136800 36 Transparencies 8.5 x 11 Box 50 B0848743 37 Cleaning Kit Each 1 016134100 HP LASERJET 4,4M,4+,4M+ SUPPLIES: 38 Black Cartridge Each 1 B0681842 HP LASERJET 3SI, 4SI SUPPLIES: 39 Black Cartridge Each 1 B0316695 ] A-35 42 HP LASERJET II, III SUPPLIES: 40 Black Cartridge Each 1 B0160113 [ HP LASERJET 5M SUPPLIES: 41 Black Cartridge Each 1 B0848673 HP LASERJET 5SI SUPPLIES: 42 Black Cartridge Each 1 B0848670 HP 2000 SUPPLIES: 43 Black Cartridge Each 1 80160109 HP LASER SUPPLIES: 44 8.5 x 11 Transparency/MMMCG 3300 Box 50 T3M01866 DEC 3500 SUPPLIES: 45 Black Cartridge Each 1 TDELN14XAA QMS860 SUPPLIES: * 46 Black Cartridge Each 1 B0512793 SUNSPARC LASER SUPPLIES: 47 Black Cartridge Each 1 SPRNTONER SUN NEWSPRINTER LASER SUPPLIES: 48 Black Cartridge Each 1 SPRN20TONERKT RS7120 SUPPLIES: 49 Cardboard Transparencies Frames Box 20 T3M07368 HP LASERJET 4MV Each 1 B0848671 Lexmark 4097, 8.5xl1 coated paper Box 200 IBMI372078 ] A-36 43 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Satellite Operations CUSTOMER/ORGANIZATION NAME: Ford World Headquarters MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: 1) Management of building wide self serve copying machines and related supplies [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Intercompany Settlement BILLING SYSTEMS USED: Manual Production, & Avanti Invoicing. (Satellite billing system in production to replace manual production of billing). SPECIAL TERMS: COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: N/A EXPIRATION DATE: 12/31/97 [ * ] NEW INITIATIVES: A-37 44 WARRANTY PROCESS IMPROVEMENT B-1 45 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Warranty Specialist Program CUSTOMER/ORGANIZATION NAME: FCSD - Europe MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): BPO on Ford Germany, Payment: Britain from Ford Britain, Rest of Europe from Germany SCOPE OF SERVICE: Field specialists to implement warranty process improvements in Ford dealerships, train dealers in warranty and policy changes and achieve warranty cost reductions. In some markets GRI also operates Telephone Prior Approval. [ * ] QUANTITIES: As required by Ford, currently 61 heads in Europe. PAYMENT TERMS: Monthly BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Britain, Germany, Spain, France, Italy, Austria, Belgium, Denmark, Finland, Ireland, Netherlands, Norway, Portugal, Sweden, Switzerland IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA I PN#: 64248 EXPIRATION DATE: Current Releases cover Jan. to June 1997. New Releases commencing July are in process. [ * ] B-2 46 NEW INITIATIVES: Upgraded process management, improved reporting and analysis of results. B-3 47 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: WPI (Warranty Process Improvement) CUSTOMER/ORGANIZATION NAME: FCSD MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): FORD AUSTRALIA SCOPE OF SERVICE: Field specialists to implement warranty process improvements in Ford dealerships, train dealers in warranty and policy changes and achieve warranty cost reductions. In addition, GRI assists Ford in processing normal dealer warranty prior approval requests. Re-write of Warranty & Policy Manual (equivalent to Section F in the European Manual). Due date November 1997. Timing on schedule. Work undertaken by dedicated head. This service was covered in the original quotation and is covered in the PO. [ * ] QUANTITIES: A minimum staff level of 1 Project Manager, 4 Field Consultants, and 2 Telephone Consultants will be maintained by GRI. PAYMENT TERMS: Net 30 days BILLING SYSTEMS USED: Manual SPECIAL TERMS: In addition to the work specified above, GRI will also undertake a rewrite of Ford of Australia's Warranty & Policy Manual. COUNTRY(S) ADMINISTERED: Australia IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: B 518025 EXPIRATION DATE: 31/3/99 [ * ] B-4 48 [ * ] NEW INITIATIVES: Pilot WPI implementation in New Zealand scheduled for September 1997 with roll-out of full program in January 1998. Note: Management will be by current WPI Project Manager and implementation by 2 new NZ based field consultants. B-5 49 GRI PROGRAM DESCRIPTION TEMPLATE WARRANNTY PROCESS IMPROVEMENT - PRICING STRUCTURE LOCAL CURRENCY [ Britain Germany Spain France Italy Austria Belgium Denmark Finland Ireland Netherlands Norway Portugal Sweden Switzerland * Britain Germany Spain France Italy Austria Belgium Denmark Finland Ireland Netherlands Norway Portugal Sweden Switzerland ] B-6 50 CUSTOMER ASSISTANCE CENTERS (CAC) C-1 51 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Nordic CAC CUSTOMER/ORGANIZATION NAME: Ford Denmark, Finland, Norway and Sweden MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Sweden SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers, dealers/retailers and manufacturer in order to resolve customer concerns, supply related information or act pro-actively using customer database in marketing campaigns. [ * ] QUANTITIES: Currently 8 heads PAYMENT TERMS: Monthly in arrears, 30 days credit BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Denmark, Finland, Norway and Sweden. IDENTIFY ANY CURRENT PRACTICES THAT DO DOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: 97000196 EXPIRATION DATE: 31/08/97 [ * ] NEW INITIATIVES: PN was issued for 11 month (Feb. to Dec. 1997) but consequently terminated by Ford as per Aug. 31, due to budget restrains. Ford plan is to reduce work force and to relocate CAC's to the individual Ford offices. Our initiative is to bid for the relocated operation. C-2 52 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Customer Assistance Center CUSTOMER/ORGANIZATION NAME: FCSD Spain MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford of Spain SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers, dealers/retailers and manufacturer in order to resolve customer concerns, supply related information or act pro-actively using customer database in marketing campaigns. [ * ] QUANTITIES: As required by customer, currently 22 employees. PAYMENT TERMS: Net 30th. BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Spain IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: 438266 // 436853 EXPIRATION DATE: 31/12/97 [ * ] NEW INITIATIVES: C-3 53 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Customer Assistance Center CUSTOMER/ORGANIZATION NAME: FCSD Italy MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Italy SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers, dealers/retailers and manufacturer in order to resolve customer concerns, supply related information or act pro-actively using customer database in marketing campaigns. [ * ] QUANTITIES: As required by Customer, currently 15 employees. PAYMENT TERMS: 30 days after invoices presentation BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Italy IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: 1380/1376/2079 EXPIRATION DATE: 31/12/97 [ * ] NEW INITIATIVES: C-4 54 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Customer Assistance Center CUSTOMER/ORGANIZATION NAME: FCSD Germany MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Germany SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers, dealers/retailers and manufacturer in order to resolve customer concerns, supply related information or act pro-actively using customer database in marketing campaigns. Handling of customer correspondence. [ * ] QUANTITIES: Number of telephone agents determined by Ford, currently 16 employees. PAYMENT TERMS: 30 days net BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Germany IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN# 64376 (+ CHANGE NOTICES) EXPIRATION DATE: 31.10.1998 [ * ] NEW INITIATIVES: Possible expansion to cover vehicle sales/marketing. C-5 55 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Customer Assistance Center CUSTOMER/ORGANIZATION NAME: FCSD France MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford France SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers, dealers/retailers and manufacturer in order to resolve customer concerns, supply related information or act pro-actively using customer database in marketing campaigns. [ * ] Expense for travel (if required) are charged at costs. QUANTITIES: As required by customer and depending on volume, currently 30 employees. PAYMENT TERMS: Net 30th/45th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: FRANCE IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: 75210 EXPIRATION DATE: 31/12/97 [ * ] NEW INITIATIVES: C-6 56 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: CAC (Customer Assistance Centre) CUSTOMER/ORGANIZATION NAME: FCSD MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Australia SCOPE OF SERVICE: Customer Assistance Center acts as agent between customers, dealers/retailers and manufacturer in order to resolve customer concerns, supply related information or act pro-actively using customer database in marketing campaigns. [ * ] QUANTITIES: Staff level determined by GRI in order to deliver agreed Service Level. In case of additional heads being necessary as result of volume increases terms will be renegotiated. A minimum staff level of 1 Project Manager, 1 Supervisor, 3 Team Leaders, 8 CSR's, and 1 Administrative/Clerical will be maintained by GRI. PAYMENT TERMS: Net 14 days BILLING SYSTEMS USED: Manual SPECIAL TERMS: Staffing levels vary according to call and correspondence volumes as defined by the contract. COUNTRY(S) ADMINISTERED: Australia IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: NP 546513 EXPIRATION DATE: 9/12/99 [ * ] NEW INITIATIVES: Negotiations are currently underway for GRI to run Ford of New Zealand's CAC from the Ford of Australia CAC facility. C-7 57 RAPID FIT D-1 58 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Quick Lane CUSTOMER/ORGANIZATION NAME: Ford Customer Service Division MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: Expert industry specialist support for the development of the Ford US Quick Lane pilot program. [ * ] QUANTITIES: Currently one head. PAYMENT TERMS: Net l5th/30th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: Two day training of dealer staff at each of four pilot dealers. Cost borne by GRI. REFERENCE DATA PN#: 2460-030929 EXPIRATION DATE: 05/19/98 [ * ] NEW INITIATIVES: Working toward a national roll-out. Pilot phase will continue for the remainder of 1997. D-2 59 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: RapidFit CUSTOMER/ORGANIZATION NAME: FCSD Britain MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Britain SCOPE OF SERVICE: Provision of industry expert specialists to develop dealer business cases for the implementation of the RapidFit program, assist dealers in implementing Ford Rapidfit facilities and maintain standards, train dealer staff, provide guidance in pricing of RapidFit services and advertising/promotion activities, measure individual dealer and national results. [ * ] QUANTITIES: As determined by customer, currently 14 incl. Project Manager PAYMENT TERMS: Net 24th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Britain IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: 09028 EXPIRATION DATE: 31/12/97 [ * ] NEW INITIATIVES: D-3 60 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Rapid Fit CUSTOMER/ORGANIZATION NAME: Ford of Spain MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford of Spain SCOPE OF SERVICE: Provision of industry expert specialists to develop dealer business cases for the implementation of the RapidFit program, assist dealers in implementing Ford Rapidfit facilities and maintain standards, train dealer staff, provide guidance in pricing of RapidFit services and advertising/promotion activities, measure individual dealer and national results. [ * ] QUANTITIES: 4 specialists as required by customer. PAYMENT TERMS: Net 30th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Spain IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: 438288 EXPIRATION DATE: 31/12/97 [ * ] D4 61 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: RapidFit CUSTOMER/ORGANIZATION NAME: FCSD Italy MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Italy SCOPE OF SERVICE: Provision of industry expert specialists to develop dealer business cases for the implementation of the RapidFit program, assist dealers in implementing Ford Rapidfit facilities and maintain standards, train dealer staff, provide guidance in pricing of RapidFit services and advertising/promotion activities, measure individual dealer and national results. [ * ] QUANTITIES: As required by Ford, currently 4 specialists. PAYMENT TERMS: 30 days after invoices presentation BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Italy IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: 1923 EXPIRATION DATE: 31/05/98 1996 REVENUE: 1997 REVENUE YTD (3/31/97): [ * ] D-5 62 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: RapidFit Canada CUSTOMER/ORGANIZATION NAME: FCSD Canada MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford of Canada SCOPE OF SERVICE: GRI Program Manager to support the development of the "Fast Lane" concept and the implementation and operation of the program at selected Pilot Dealers [ * ] QUANTITIES: As determined by customer PAYMENT TERMS: Quarterly BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Canada IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: Provision of additional specialist resources for 3.5 months during April - June 1997. REFERENCE DATA PN#: BPO 446052 EXPIRATION DATE: 30 Sept. 1997 [ * ] NEW INITIATIVES: Possible national program roll-out late 1997 D-6 63 SERVICE UPGRADING PROGRAM (DPI) E-1 64 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Service Upgrading Program (DPI) CUSTOMER/ORGANIZATION NAME: Ford Sweden and Ford Norway MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Sweden and Ford Norway SCOPE OF SERVICE: Provision of field based specialists in local markets to implement the Ford Service Upgrading Program in Ford dealerships. [ * ] QUANTITIES: Sweden 1 head / Norway 1 head PAYMENT TERMS: Monthly in arrears BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Norway, Sweden IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: Services not included in PN's: Consolidation of key measurables from individual markets and creating European reports. Co-ordination of European and other markets through dedicated GRI SUP Operations Manager. REFERENCE DATA PN#: 97000212,97000526,97000138, 97000139 EXPIRATION DATE: 31/12/97 [ * ] NEW INITIATIVES: E-2 65 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Service Upgrading Program (DPI) CUSTOMER/ORGANIZATION NAME: Ford of Spain MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford of Spain SCOPE OF SERVICE: Provision of field based specialists to implement the Ford Service Upgrading Program in Ford dealerships and provision of a local Project Manager/Team Leader. [ * ] QUANTITIES: As required by Ford, currently 1 Team Leader and 8 Specialists PAYMENT TERMS: Net 30th. BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Spain IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: Services not included in PN's: Consolidation of key measurables from individual markets and creating European reports. Co-ordination of European and other markets through dedicated GRI SUP Operations Manager. REFERENCE DATA PN#: 438459 EXPIRATION DATE: 31/12/97 [ * ] NEW INITIATIVES: Providing additional consultants for Ford DPI program initially for a limited period. E-3 66 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Service Upgrading (DPI) CUSTOMER/ORGANIZATION NAME: FCSD Italy MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Italy SCOPE OF SERVICE: Provision of field based specialists to implement the Ford Service Upgrading Program in Ford dealerships and provision of a local Project Manager/Team Leader. [ * ] QUANTITIES: As required by Ford, currently 1 Team Leader and 9 Specialists. PAYMENT TERMS: 30 days after invoices presentation BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Italy IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: Services not included in PN's: Consolidation of key measurables from individual markets and creating European reports. Co-ordination of European and other markets through dedicated GRI SUP Operations Manager. REFERENCE DATA PN#: 1335 EXPIRATION DATE: 31/01/98 [ * ] NEW INITIATIVES: E-4 67 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Service Upgrading (DPI) CUSTOMER/ORGANIZATION NAME: FCSD Ireland MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Ireland SCOPE OF SERVICE: Provision of field based specialists to implement the Ford Service Upgrading Program in Ford dealerships. [ * ] QUANTITIES: As required by Ford, currently 1 Specialist. PAYMENT TERMS: 30 days after invoice presentation BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Italy IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: Services not included in PN's: Consolidation of key measurables from individual markets and creating European reports. Co-ordination of European and other markets through dedicated GRI SUP Operations Manager. REFERENCE DATA PN#: EXPIRATION DATE: 31/01/98 [ * ] NEW INITIATIVES: E-5 68 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Service Upgrading (DPI) CUSTOMER/ORGANIZATION NAME: FCSD-E/NSC's MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Germany, Belgium, Netherlands SCOPE OF SERVICE: Provision of field based specialists to implement the Ford Service Upgrading Program in Ford dealerships and provision of a local Project Manager/Team Leader. [ * ] QUANTITIES: Number of consultants agreed with Ford currently 2 in Belgium and 4 in the Netherlands. PAYMENT TERMS: 30 days net BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Belgium, Netherlands IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: Services not included in PN's: Consolidation of key measurables from individual markets and creating European reports. Co-ordination of European and other markets through dedicated GRI SUP Operations Manager. REFERENCE DATA PN# Netherlands 97000281 and 97000773; EXPIRATION DATE: not fixed; 6 months notice Belgium 97000212 [ * ] E-6 69 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Service Upgrading (DPI) CUSTOMER/ORGANIZATION NAME: FCSD France MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford France SCOPE OF SERVICE: Provision of field based specialists to implement the Ford Service Upgrading Program in Ford dealerships and provision of a local Project Manager/Team Leader. [ * ] QUANTITIES: Depending on number of dealers on program. PAYMENT TERMS: Net 30th / 45th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: FRANCE IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: Services not included in PN's: Consolidation of key measurables from individual markets and creating European reports. Co-ordination of European and other markets through dedicated GRI SUP Operations Manager. REFERENCE DATA PN#: 75385 EXPIRATION DATE: 31/12/97 [ * ] NEW INITIATIVES: E-7 70 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Service 2000 CUSTOMER/ORGANIZATION NAME: FCSD MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Australia SCOPE OF SERVICE: Provision of field based specialists to implement the Ford Service Upgrading Program in Ford dealerships and provision of a local Project Manager/Team Leader. Assistance with assessment and selection of suitable dealers for the program. [ * ] QUANTITIES: A minimum staff level of 1 Project Manager, 8 Field Consultants, and 1 Administrative/Clerical will be maintained by GRI. PAYMENT TERMS: Net 14 days BILLING SYSTEMS USED: Manual SPECIAL TERMS: Start up staffing levels will be dependent on initial sign-up rate of dealers. COUNTRY(S) ADMINISTERED: Australia IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: Services not included in PN's: Co-ordination of European and other markets through dedicated GRI SUP Operations Manager. REFERENCE DATA PN#: Purchase Request A42322 EXPIRATION DATE: Proposed as 31/12/00 [ * ] 1997 BUDGETED REVENUE: N.A. [ * ] E-8 71 MAIL SERVICES F-1 72 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Mail Services Operations CUSTOMER/ORGANIZATION NAME: Ford Motor Company MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: Collection, sorting, posting, distribution and delivery of U.S. and interoffice mail for Ford Motor Company in SE Michigan. Preparation of overseas express carrier packages. Special couriers services for executive staff throughout SE Michigan. [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Intercompany settlements BILLING SYSTEMS USED: Avanti SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: F-2 73 REFERENCE DATA PN#: N/A EXPIRATION DATE: N/A [ * ] NEW INITIATIVES: Contacts at individual building locations are pursued that provide specialized on-site mail services. These revenues are above and beyond the assessed amounts of the primary services defined above. F-3 74 COMPUTER OUTPUT TO MICROFILM (COM) G-1 75 EDUCATION TRAINING AND DEVELOPMENT (ET&D) H-1 76 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: ET&D (FORD EDUCATION TRAINING AND DEVELOPMENT) CUSTOMER/ORGANIZATION NAME: ET&D MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): FORD US SCOPE OF SERVICE: Turn-key managed training services, providing on-site design and development, administration, and plant training management. Current (7/l/97) levels of billed support are as follows: 52 Design and Development professionals, 4 Financial Analysts, 7 systems and support specialists, 13 clerical personnel, 10 training coordinators, 42 Plant Training Development Leaders, or TDLs (including 3 regional supervisiors), and 1 Project Manager. These TDLs are located in every Vehicle Operations Plant in the US and CANADA. Additional Plants are as follows: Vulcan/Woodhaven Forge (Powertrain Division), Connersville (Automotive Products Division) and Dearborn Glass (Automotive Products Division) [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Net 15th/30th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: United States and Canada [ * ] H-2 77 REFERENCE DATA PN#: 8840-914516 EXPIRATION DATE: 12/31/97 [ * ] NEW INITIATIVES: We continue to negotiate increasing levels of service that may include additional products (e.g. instructors, additional management services, etc.). Ford is considering dividing the current PN into seven (7) separate PNs aligned with their internal organization. H-3 78 TECHNICAL HOTLINE I-1 79 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Dealer Technical Helpline (Hotline) CUSTOMER/ORGANIZATION NAME: FCSD - Europe MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): Ford of Europe SCOPE OF SERVICE: The purpose of the Hotline is to provide Ford Dealers with a telephone service to assist with the resolution of technical concerns with Ford vehicles. When a Dealer is unable to resolve a concern using normal procedures and technical data, he will contact the Hotline for specialised assistance. The service is provided from 6 Centers to 15 WEurope markets and newly 150 other countries. PRICING: See attached price list. QUANTITIES: Agreed headcount by Center / market (presently 52). PAYMENT TERMS: As Ford of Europe terms (ie 60 days): however, payment typically received within 30 days. BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Primarily Western Europe (UK, Ireland, Norway, Sweden, Finland, Denmark, Germany, Austria, Switzerland, Belgium, Netherlands, France, Spain, Portugal, Italy) plus nearly 150 other countries IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: Added services not in PN:- - - Monthly reporting to National Sales Companies, FCSD-Europe and FCSD-US for Global Hotline - - Audio and ICE Hotline integrated - - Radio KeyCode support integrated - - Campaign, Recall and Field Investigation support - - Running pan-European Technical Concerns clinics - - Inward facing (ie Ford) technical support (eg Literature errors, FDS 'bugs') Services in PN not performed:- - - Not Applicable REFERENCE DATA PN#: 64247 EXPIRATION DATE: 31-March-2000 ('rolling' 3 years) [ * ] NEW INITIATIVES: - - Process Computer Modelling - Computer Predictive Call Modelling - - Computer Telephony Integration - Real-time high definition video and stills - - Call Avoidance Program - Supplier Call Handling I-2 80 GRI PROGRAM DESCRIPTION TEMPLATE TECHNICAL DEALER HOTLINE Annual Pricing Structure CENTER [ Location Service Charge Reconciliation Charge * Annual Total Headcount ] Notes: Service charge Britain includes $85,800 for Project Management. Annual Reconciliation Items - - Balance of Telephone Calls - - Non-Commissionable Items - - Travel - - Training and Recruitment - - Stationery - - Petrol, Oil, Diesel etc - - Storage - - Taxes, Duties etc - - Insurances - - Post, Freight etc Telephone Calls include a 'fixed' 3% margin Non-commissionable items are not permitted a mark-up I-3 81 TECHNICAL FIELD ENGINEERS J-1 82 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Technical Field Engineers CUSTOMER/ORGANIZATION NAME: FCSD - Britain MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): Ford Britain SCOPE OF SERVICE: The purpose of the service is to provide regionally-based field team of competent technical staff to assist Dealers in product concern diagnosis PRICING: See attached price list QUANTITIES: Agreed headcount (presently 10). PAYMENT TERMS: As Ford of Europe terms (ie 60 days): however, payment typically received within 30 days. BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: GBritain Note: France and Italy also administered by separate contracts IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: Added services not in PN:- - - Investigation of critical concerns - - Verification of Service 'Fixes' - - Submission of Express Service Reports (ESRs), and, weekly concern and quality reports - - Special surveys - - Campaign and Recall investigation and support - - Liaison with Customer Assistance Center on Commitment and 'high profile' customer vehicles - - Support for special events eg Wimbledon, Customer Clinics etc Services in PN not performed:- - - Not Applicable REFERENCE DATA PN#: 09018 EXPIRATION DATE: 31-March-2000 ('rolling' 3 years) [ * ] NEW INITIATIVES: - - Investigation into digital picture (stills and video) transmission from and to Dealers J-2 83 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Field Technical Engineer CUSTOMER/ORGANIZATION NAME: FCSD Italy MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): Ford Italy Scope of Service: The purpose of the service is to provide regionally- based field team of competent technical staff to assist Dealers in product concern diagnosis [ * ] QUANTITIES: Agreed headcount (presently 10). PAYMENT TERMS: 30 days after invoices presentation BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Italy IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: 1384 EXPIRATION DATE: 31/12/97 [ * ] J-3 84 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: TECHNICAL FIELD ENGINEERS CUSTOMER/ORGANIZATION NAME: FCSD France MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford France SCOPE OF SERVICE: The purpose of the service is to provide regionally- based field team of competent technical staff to assist Dealers in product concern diagnosis [ * ] QUANTITIES: Agreed headcount (presently 10). PAYMENT TERMS: Net 30th/45th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: FRANCE IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: 75212 EXPIRATION DATE: 31/12/97 [ * ] J-4 85 GRI PROGRAM DESCRIPTION TEMPLATE TECHNICAL FIELD ENGINEERS Pricing Structure [ * ] J-5 86 ENGINEERING RECORDS CENTER K-1 87 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Engineering Records Center CUSTOMER/ORGANIZATION NAME: Ford US MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: Reproduction, and distribution of Ford Motor Company engineering drawings. Production and storage of aperture cards and full size files. [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Intercompany settlements BILLING SYSTEMS USED: Avanti SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: FMOFB BKBO 106842 EXPIRATION DATE: 04/03/98 [ * ] NEW INITIATIVES: Consolidation of 60+ filerooms throughout SE Michigan; value approximately $1.4 million. K-2 88 ENGINEERING RECORDS & MICROFORMS [ * ] K-3 89 [ * ] K-4 90 [ * ] K-5 91 ELECTRONIC DATA MANAGEMENT L-1 92 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: WISE (Worldwide Integrated Standards for Engineering) CUSTOMER/ORGANIZATION NAME: ESSE (Engineering Standards and System Engineering), formally ASES MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: Create, maintain, manage, and electronically deploy Ford worldwide product standards, design and material specifications, and vehicle requirements to Ford Product Development and suppliers. [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Monthly billing BILLING SYSTEMS USED: Avanti (electronic withdraw) SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: United States and Europe IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: EDM provides a program management infrastructure to support the WISE effort. This includes systems development, systems administration, project management, helpdesk support (US and Europe), and production support. REFERENCE DATA PN#: Contract Letter of Intent - signed 11 August 94 ($59,000) and 17 February 95 ($17,400), new contract currently in negotiation - 5 years $85,000 per month + 7% annual increase. EXPIRATION DATE: 11 August 97 [ * ] L-2 93 NEW INITIATIVES: We continue to negotiate increasing levels of service that may include additional products and services. This is reflected in the new contract currently under negotiation. L-3 94 GRI PROGRAM DESCRIPTION TEMPLATE Electronic Data Management - project 2800740 PROGRAM NAME: DocMan CUSTOMER/ORGANIZATION NAME: Timing, Release & Material Control (TRMC) MASTER CONTRACT ORGANIZATION (SOURCE OF PAYMENT): Ford US [ * ] SCOPE OF SERVICE: aperture card archive loading, storage, Web site hosting, and remote hardcopy distribution solution QUANTITIES: No quantities on system accesses. Drawing on Demand (scanned cards 200/day) PAYMENT TERMS: Monthly Billing BILLING SYSTEMS USED: Avanti (Electronic withdraw) SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: The DocMan user group is identified for measurement reporting. The metrics are established as; 1) system up-time 2) help desk support 3) drawing-on-demand service 4) data loading time REFERENCE DATA PN# : Contract Letter of Intent - signed 4/17/97 EXPIRATION DATE: none [ * ] L-4 95 NEW INITIATIVES: This project has the ability to negotiate remote repositories at a fee of $250,000 per site. Brazil was the first instance of this and logical candidates such as Europe, Australia and other Ford locations. L-5 96 GRI PROGRAM DESCRIPTION TEMPLATE Electronic Data Management - project number 2800750 PROGRAM NAME: JVCarr /Purchasing Conversion Services CUSTOMER/ORGANIZATION NAME: Ford Purchasing MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: remote document disassembly, scanning, and reassemble [ * ] QUANTITIES: estimated through put of 245,000 images per month PAYMENT TERMS: Monthly Billing BILLING SYSTEMS USED: Avanti (Electronic withdraw) SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: United States 1) IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: REFERENCE DATA PN#: Addendum Contract Letter - signed April 1997 Original Contract Signed July 1996 EXPIRATION DATE: none First Billing Effective May 1, 1997 [ * ] NEW INITIATIVES: [ * ] The Ford Human Resources pilot PN has been approved. On-going conversion services to be derived from pilot and production award pending. L-6 97 EXTENDED SERVICE PLAN (ESP) M-1 98 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: ESP Administration CUSTOMER/ORGANIZATION NAME: FCSD MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford US SCOPE OF SERVICE: Administration services in support of the Ford Extended Service Plan, including File Maintenance, Fileroom, Mailroom, Time Payment, Direct Mail, Contract Cancellations, Contract Transfers, Claims Handling and supporting supervisory activities. [ * ] QUANTITIES: Variable, as required depending on volume and approved by customer. PAYMENT TERMS: Net l5th/30th BILLING SYSTEMS USED: Manual SPECIAL TERMS: Overtime billed at 1.3 times regular rate COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC: None REFERENCE DATA PN#: FMOFB BKBO 104511 EXPIRATION DATE: 03/31/99 [ * ] NEW INITIATIVES: Working with customer to take on Mazda contract registrations in conjunction with American Road Insurance Operations (Ford Credit). Targeted to launch in July. Possible extension of ESP administration to cover Canada. M-2 99 EXTENDED SERVICE PLAN (ESP) PRICING PERSONNEL [ Project Manager Section Secretary Unit Supervisor Administrative Assistant Hotline Group Leader Service Representative Systems Analyst Reporting Analyst FILE MAINTENANCE Group Leader Analyst Registration/Verification Analyst FILEROOM Coordinator Assistant * MAILROOM Group Leader Imaging Clerk Mail Clerk TIME PAYMENT Group Leader Specialist Assistant DIRECT MAIL Group Leader Specialist Assistant CANCELLATIONS Group Leader Specialist Analyst TRANSFERS Group Leader Transfers/Registration Analysts Assistant FLEET Group Leader Specialist ] M-3 100 Assistant [ ESP PRICING (CONTINUED) CLAIMS Group Leader Claims Service Representative FACILITIES Monthly cost per Square Foot Space & Utilities * Furniture Telephone System Supplies TOTAL COURIER SERVICES Vehicle Lease (per month) Courier (per hour) ] NOTE: 1) Overtime is calculated at 1.3 times the regular hourly rate. 2) All telephone bills, travel and miscellaneous expenses approved by Ford will be rebilled at cost. 3) GRI's commitment for space will be for 2 years based upon customer input. M-4 101 JAGUAR OPERATIONS N-1 102 NEW BUSINESS EDM Engineering Records Support Ford HR $575,000 Center T-6 103 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Jaguar Consolidated CUSTOMER/ORGANIZATION NAME: Jaguar Cars MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Jaguar US SCOPE OF SERVICE: Provide staffing within Jaguar US Headquarters' Customer Assistance Center, Technical Center, and other departments such as Accounting, Marketing, Public Affairs, etc. [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Monthly BILLING SYSTEMS USED: MICS SPECIAL TERMS: Each employee may be reimbursed up to $1,800 per year for training/education costs. COUNTRY(S) ADMINISTERED: United States IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA PN#: None (contract only) EXPIRATION DATE: 12/31/98 [ * ] NEW INITIATIVES: N-2 104 GRI PROGRAM DESCRIPTION TEMPLATE JAGUAR SERVICES - BILL RATES POSITION [ PROPOSED RATE Accounting Clerk Admin Assistant Admin Assistant Admin Assistant Admin Assistant Senior Admin Assistant Cust Assist Rep Cust Assist Center Admin Consumer Affairs Specialist Financial Analyst * Marketing Coord Media Support Coord Parts Testing Supervisor Parts Testing Tech Program Coord Public Affairs Assistant Remarketing Analyst Secretary Service Technician Warranty Specialist ] N-3 105 FORD ACCIDENT REPAIR PROGRAM (BODY SHOP) O-1 106 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Bodyshop CUSTOMER/ORGANIZATION NAME: FCSD Belgium MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Belgium SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in implementing and maintaining Ford Authorized Bodyshop standards, promoting dealer body and paint repair business, liaising with insurance companies to secure Ford dealers as a preferred source of repair. [ * ] QUANTITIES: Number of specialists as agreed with Ford, presently one. PAYMENT TERMS: 30 days net BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Belgium IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None ================================================================================ REFERENCE DATA PN#: Belgium 97000211 EXPIRATION DATE: 31.12.1997 with option to prolong [ * ] NEW INITIATIVES: None O-2 107 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Bodyshop CUSTOMER/ORGANIZATION NAME: FCSD France MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford France SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in implementing and maintaining Ford Authorized Bodyshop standards, promoting dealer body and paint repair business, liaising with insurance companies to secure Ford dealers as a preferred source of repair. [ * ] QUANTITIES: As required by Ford, currently 4 employees. PAYMENT TERMS: Net 30th / 45th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: FRANCE IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None ================================================================================ REFERENCE DATA PN#: 75083 EXPIRATION DATE: 31/12/97 [ * ] NEW INITIATIVES: O-3 108 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Bodyshop CUSTOMER/ORGANIZATION NAME: FCSD Germany MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Germany SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in implementing and maintaining Ford Authorized Bodyshop standards, promoting dealer body and paint repair business, liaising with insurance companies to secure Ford dealers as a preferred source of repair. [ * ] QUANTITIES: Number of specialists agreed with Ford. PAYMENT TERMS: 30 days net BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Germany IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None ================================================================================ REFERENCE DATA PN#: 972568 EXPIRATION DATE: 31.12.1997 with option to prolong [ * ] NEW INITIATIVES:. None O-4 109 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Bodyshop CUSTOMER/ORGANIZATION NAME: FCSD Italy MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Italy SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in implementing and maintaining Ford Authorized Bodyshop standards, promoting dealer body and paint repair business, liaising with insurance companies to secure Ford dealers as a preferred source of repair. [ * ] QUANTITIES: As required by Customer, currently 5 specialists. PAYMENT TERMS: 30 days after invoices presentation BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Italy IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None ================================================================================ REFERENCE DATA PN#: 1924 EXPIRATION DATE: 30/06/98 [ * ] NEW INITIATIVES: O-5 110 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Bodyshop CUSTOMER/ORGANIZATION NAME: FCSD Spain MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford of Spain SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in implementing and maintaining Ford Authorized Bodyshop standards, promoting dealer body and paint repair business, liaising with insurance companies to secure Ford dealers as a preferred source of repair. [ * ] QUANTITIES: 3 specialists as required by Ford. PAYMENT TERMS: Net 30 th. BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Spain IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None REFERENCE DATA ================================================================================ PN#: 439291 EXPIRATION DATE: 31/12/97 [ * ] NEW INITIATIVES: 0-6 111 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Accident Repair Center Program (Bodyshop) CUSTOMER/ORGANIZATION NAME: FCSD Britain MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Britain SCOPE OF SERVICE: Provision of industry expert specialists to assist dealers in implementing and maintaining Ford Authorized Bodyshop standards, promoting dealer body and paint repair business, liaising with insurance companies to secure Ford dealers as a preferred source of repair. [ * ] QUANTITIES: 7 employees PAYMENT TERMS: net 24th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Britain IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: In previous year employees were paid a year end bonus mutually agreed between Ford and GRI. 50% of bonus was paid by GRI. ================================================================================ REFERENCE DATA PN#: 420828 EXPIRATION DATE: 31/12/97 NEW INITIATIVES: O-7 112 WARRANTY CLAIMS ASSESSORS P-1 113 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Warranty Claims Assessors CUSTOMER/ORGANIZATION NAME: Ford Germany MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Germany SCOPE OF SERVICE: Assessing of dealer warranty and policy claims within delegated authority, handling of telephone inquiries from dealers, policy telephone prior approval, approval of paint repairs and general administartion support related to warranty and policy claims. [ * ] QUANTITIES: Depending on claims volume. PAYMENT TERMS: 30 days net BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Germany IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None ================================================================================ REFERENCE DATA PN#:64392 EXPIRATION DATE: 31.12.1999 [ * ] NEW INITIATIVES: P-2 114 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Warranty Administration CUSTOMER/ORGANIZATION NAME: FCSD - Britain MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Britain SCOPE OF SERVICE: Assessing of dealer warranty and policy claims within delegated authority, handling of telephone inquiries from dealers, policy telephone prior approval, approval of paint repairs and general administartion support related to warranty and policy claims. [ * ] QUANTITIES: As required by Ford, currently 16 employees incl. a Team Leader. PAYMENT TERMS: Monthly BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: Britain I IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None ================================================================================ Reference Data PN#: 519075 Expiration Date: 31ST DECEMBER 1997 [ * ] P-3 115 ADTEAM Q-1 116 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: ADTEAM CUSTOMER/ORGANIZATION NAME: Ford US & UK MASTER CONTRACT ORGANIZATION(SOURCE OF PAYMENT): Ford Worldwide (Currently Mexico, Canada, Germany, UK, & Portugal) SCOPE OF SERVICE: Sole source process for the negotiation, award, administration, and payment of consultancy, research, and training services procured by Facilities, Materials and Services Purchasing for Ford Motor Company. [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Immediate BILLING SYSTEMS USED: CPARS PN's - Wire Transfer upon electronic payment approval. *Currently: Manual & COSMIC PN's - Manually SPECIAL TERMS: Function as an agent for Ford COUNTRY(S) ADMINISTERED: United States and United Kingdom IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING GENERAL AGREEMENT AND/OR BLANKET ORDER. EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE AGREEMENT OR BLANKET ORDER, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE AGREEMENT OR BLANKET ORDER, ETC.: ADTEAM represents Ford Facilities, Materials & Services Purchasing (FM&SP) on various Ford procurement related committees, as well as at customer and supplier meetings. Also, ADTEAM serves as liaison between the customer, supplier, and Ford's Office of General Council (OGC) on terms and conditions issues. Additionally, ADTEAM monitors orders released against the established blanket order for their service content as it relates to the scope of our contract Orders received which are not within our scope are addressed with FM&SP. Q-2 117 ================================================================================ REFERENCE DATA MASTER AGREEMENT EXPIRATION DATE: 02/01/98 BLANKET ORDER#: BKBO 103971 EXPIRATION DATE: 02/01/99 [ * ] NEW INITIATIVES: * ADTEAM is in final testing of an automated/consolidated billing file feed into Ford's CCAPS system. This will reduce payment timing from approximately 3-4 weeks to 1-2 days for those invoices associated with manual and COSMIC PN's. ADTEAM has also begun our Quality initiative, targeting ISO 9000 certification in 1997. Q-3 118 TRAINING SCHOOLS R-1 119 GRI PROGRAM DESCRIPTION TEMPLATE PROGRAM NAME: Training Schools CUSTOMER/ORGANIZATION NAME: FCSD MASTER CONTRACT ORGANIZATIONS (SOURCE OF PAYMENT): Ford France (FOF) Ford Italy (FOI) SCOPE OF SERVICE: Turn-key managed training services, providing on-site instructor services, facilities and equipment (where applicable), and management. [ * ] QUANTITIES: As required by customer. No minimum or maximum established. PAYMENT TERMS: Net 30th BILLING SYSTEMS USED: Manual SPECIAL TERMS: None COUNTRY(S) ADMINISTERED: France and Italy IDENTIFY ANY CURRENT PRACTICES THAT DO NOT SPECIFICALLY MATCH THE CURRENT GOVERNING PURCHASE NOTIFICATION (PN). EXAMPLES INCLUDE ADDITIONAL SERVICES NOT DESCRIBED IN THE PN, SERVICES NOT PERFORMED THAT ARE IDENTIFIED IN THE PN, ETC.: None ================================================================================ REFERENCE DATA PN#: France: 75213, 75214 EXPIRATION DATE: 12/31/97 Italy: 01381, 01382, 01383 EXPIRATION DATE: 12/31/97 [ * ] NEW INITIATIVES: No significant new business initiatives at this time R-2 120 MISCELLANEOUS CONTRACTS S-1 121 Country Contracts by Legal Blanket/PN Expiration date SBU Master Contract Administered Contract Name Customer Entity Number Present New --- --------------- ------------ ------------- -------- ------ ------ ------- --- APM N.A USA FSP FCSD Ford US 2460-802621 2/28/00 APM N.A USA Minority Dealership FCSD Ford US 2450-222276 12/31/96 APM Mexico Mexico Process Improvement FCSD Ford of Mexico N/A 12/31/96 APM UK France ACD Field Engineer FCSD Ford of Britain 555138 2/1/98 APM UK Italy ACD Field Engineer FCSD Ford of Britain 581980 12/31/96 APM UK Germany CDP FCSD Ford of Germany 64248 7/31/99 APM UK UK Dealer Representation FCSD Ford of Britain 669590 12/31/97 APM UK UK DPI FCSD Ford of Britain 230624 7/31/97 APM UK UK EDI FCSD Ford of Britain 177442 7/31/99 APM UK UK Extra Cover Admin. FCSD Ford of Britain 028419 12/31/96 APM UK Germany FastTrack FCSD Ford of Germany 64248 3/31/97 APM UK Sweden Fleet Comm. Centre FCSD Ford of Sweden 95000873 8/20/96 APM UK UK Ford Direct Supp. Ser. FCSD Ford of Britain 15211 1/31/98 APM UK UK National Central Billing FCSD Ford of Britain VARIOUS TBD APM UK UK National Central Billing FCSD Ford of Britain 35105 TBD APM UK UK Parts Quality Invest. (Den) FCSD Ford of Britain 165384 12/31/96 S-2 122 APM UK UK Parts Quality Invest. (UK) FCSD Ford of Britain 373224 12/31/96 APM UK UK PCB FCSD Ford of Britain 522508 TBD APM UK Netherlands SVO SVO Ford of Britain 09072 12/31/96 APM UK Sweden Transit Locator FCSD Ford of Sweden 96000451 4/30/97 APM UK Sweden Transit Zone Manager FCSD Ford of Sweden 95001359 11/30/96 APM UK UK Type Central Billing FCSD Ford of Sweden 95001359 11/30/96 APM UK UK VCI Export Market Liaison FCSD Ford of Britain FV174610 6/30/97 APM UK Germany Wiring Call In Program FCSD Ford of Germany 833561 9/30/99 APM UK UK Worldwide Exports FCSD Ford of Britain 520039 9/30/99 APM Spain Spain Accessories Marketing FCSD Ford of Spain 418593 12/31/96 APM Spain Spain Bus. Mgmt. Consultant FCSD Ford of Spain 407392-418237 12/31/96 APM Spain Spain Logistic System FCSD Ford of Spain 400899-412915 12/31/96 APM Spain Spain New Contract Transc. FCSD Ford of Spain 428710 12/31/96 APM Spain Spain Parts Analyst FCSD Ford of Spain 418281-418749- 12/31/96 435876 APM Spain Spain Parts Assistance Center FCSD Ford of Spain 40826-434016 12/31/96 APM Spain Spain Pricing Menu FCSD Ford of Spain 421462 12/31/96 APM Spain Spain Sales Process Improv. FCSD Ford of Spain 413704-419053 12/3/86 APM Spain Spain Suppliers Handling FCSD Ford of Spain Various 12/31/96 APM Spain Spain Warehouse Auditor FCSD Ford or Spain 418961 4/1/97 APM France France Commercial Engineer FCSD Ford of France 74016 12/31/96 S-3 123 APM France France Dealer Assistance Centre FCSD Ford of France 74057 12/31/96 APM France France Fleet Sales Assistant FCSD Ford of France 74034 12/31/96 APM France France Ford Comm. Network FCSD Ford of France 74504-74260 12/31/96 APM France France Homologation FCSD Ford of France 74051 12/31/96 APM France France Keyboarding FCSD Ford of France 74429-74122- 12/31/96 74447 APM France France Legal Assistance FCSD Ford of France 74506 12/31/96 APM France France Sales Analyst FCSD Ford of France 74342 12/31/96 APM France France Supplier Handling FCSD Ford of France Various 12/31/96 APM France France Warranty Assesor FCSD Ford of France 743368 12/31/96 APM France France Assistance Methode FCSD Ford of France 74343-74347 12131/96 APM France UK SVO SVO Ford Britain TBD TBD APM Italy Italy Exchange Parts FCSD Ford of Italy 16377-13979 1/30/97 APM Germany Netherlands Core Accessories FoN FCSD Ford Netherland B.V. 96000040 12/3/96 APM Germany Germany Fast Track FCSD Ford Werke AG N/A TBD APM Germany Germany Hotline FCSD Ford Werke AG 64376 TBD APM Germany Germany JAG Dealer Warranty FCSD Jaguar GmbH 04044 TBD APM Germany Germany Parts Quality Invest G FCSD Ford Werke AG Various 12/31/97 APM Germany Switzerland Sub Dealer Agency FCSD Ford Motor 96000096 11/30/96 Company SWI APM Germany Germany SVO FCSD Ford Motor BPOO9072 TBD Company Ltd. APM Germany Germany Techn Library FCSD Ford Werke AG 64390 5/30/97 S-4 124 _ APM Australia Australia WARPEC FCSD Ford of Australia TBD | | TSD France France Ford Marketing Institute FMI Ford of France 74368 12/31/96 * TSD Spain Spain Ford Marketing Institute FMI Ford of France 419052-55&67, 12/31/96 |_| 421307-08 S-5 125 New Business T-1 126 NEW PROJECT INFORMATION - APM GRI OPERATION: UNITED STATES - ----------------------------------------------------------- COUNTRY OF START DATE/ MONTHLY PROJECT NAME PROJECT DESCRIPTION OPERATION PN/PO NO. STATUS ------------------ - --------------------- ---------------------------------- ------------- ----------- ----------- Fleet Central Billing - Central Billing services for Ford United States 2460-802621 Feb-97 [ US Fleet Program (U.S.) Fleet Central Billing - 3 month analysis to identify United States G18 P097- Jul-97 Canadian Analysis Canadian business and system 102387 requirements to support Central Billing in Canada. Service Upgrading Current State Analysis and Pilot United States tbe Awaiting program to implement the PN Service Upgrading Program in the United States. NOTES: 1) Months 1-5 of Fleet Central billing - US billed at $29,488/month 2) Service Upgrading is a 6 month pilot, hence the annual figure. GRI OPERATION: GERMANY * - ----------------------------------------------------------- CAC Handling of customer letters Germany 64376 April, 97 CAC Extension of present activity to Germany 64376 3rd quarter improve accessibility 1997 CAC Direct mailing action for Scorpio Germany 64376 June, 97 ] T-2 127 HOTLINE DealerTechnical Hotline for Germany t.b.e. mid Sept [ Mazda Germany, Project scope '97 similar to Ford HOTLINE 4 ready-to-go work places for Germany 944240 January, special telephone 97 marketing/service actions HOTLINE Powertrain Pilot Hotline engineer Germany 521669 April,97 dedicated to a special task HOTLINE Wiring call in, Hotline engineer Germany GRGB December, dedicated to a special task contract 97 HOTLINE Extended export activity, Hotline Germany GRGB half engineer dedicated to a special contract Febr. 97 task BODY SHOP Extension from 3 to 5 Germany 972568 January, * employees 97 SERVICE Training and piloting support Germany 944301 tbe UPGRADING SERVICE Development and pilot Brazil/ Germany 943863 February UPGRADING Argentine ,97 SERVICE Menu Pricing Specialist working Netherlands 97000773 April,97 UPGRADING at Ford Netherlands WPI WPI - New Holland Pilot Germany GRGB March, contract 97 SERVICE Market Study/Current State Germany Order dated May, 97 UPGRADING Analysis with selected dealers for 25.4.1997 Mazda Germany GRI OPERATION: BRITAIN - ----------------------------------------------------------- WDMO Extended To extend the WDMO Hotline Germany 8500-14405 from mid Service Hours service hours to provide 'real- to Apr '97 ] time' support until mid-day Far East Singapore - Service Costs for 6 month pilot T-3 128 Powertrain Telephone To review proposed Dealer Germany 521669 1-Apr-97 [ Prior Approval repairs by telephone for Powertrain, primarily Engine and Transmission items) - 2 month pilot Powertrain Telephone To review proposed Dealer Germany tbe 1-Jun-97 Prior Approval repairs by telephone for Powertrain, primarily Engine and Transmission items) - 2 month pilot extension European On-Board To provide field data from Dealers Britain VVB 005928 14-Jul- Diagnostics Program regarding FDS2000 and record Germany 97 findings which will be collated for Spain design finalisation of EOBD - 5 month pilot Mazda Technical As Ford Dealer Technical Germany t.b.e. mid Nov- Hotline Hotline 97 launch Parts Plus Parts Wholesaling consultancy Britain 493163 1-JUL-97 and management service to Ford/Ford "Parts Plus" dealers (to extend trade sales) GRI OPERATIONS: FRANCE * - ----------------------------------------------------------- WARRANTY Training on warranty procedures France 75093 Jan-97 TRAINING in the dealership or in a technical training school KEYBOARDING Keyboarding of datas for the Marketing 74485 Jan-97 (extension) department in CSD Ford France DIFFUSION New Mail, printed documents ... 62686 Feb-97 Holland MENU PRICING Extension at the SUP 75397 Mar-97 programme FORD MEDIA To follow the costs of awaiting PN Jul-97 advertisements GRI OPERATION: SPAIN - ----------------------------------------------------------- DPI Provide Dealer support in Spain 435779 Jun-97 implementing Ford Dealer standards. CAC Extension to present CAC Spain 436853 Jan-97 ] T-4 129 operation SUP Extention to present SUP Spain 438459 Jun-97 project Marketing Substitution of FCSD Marketing Spain 438399 Feb-97 Consultant Manager until December 1997. OEW Launch,support sale and Argentina TBE Nov-97 administer Optional Extended Warranty program for Ford Argentina: GRI OPERATION: ITALY - ----------------------------------------------------------- DPI Parts Scope is to optimate processes Italy 1595 Mar-97 Upgrading implemented by SUP with focus on Parts Rapid Fit anage Rapid Service in Ford Italy 1923 Jun-97 * Dealers in a professional way to increase Customer Loyalty Sub-Dealers Provide Ford Sub-Dealers field Italy 1952 Jul-97 business specialists to increase Customer Loyalty and implement the base of Service Upgrading. Bodyshop Provide Ford Bodyshop Italy 1924 Jul-97 specialist to Ford dealers. Menu-Pricing SUP specialist to implement Italy 1592 Mar-97 Menu Pricing System in Ford dealerships. Warranty Analyst Support Warranty Specialists Italy 1892 Apr-97 team in the project findings GRI OPERATION: SWEDEN - ----------------------------------------------------------- NIL RETURN GRI OPERATION: AUSTRALIA - ----------------------------------------------------------- Service Specialist and program Australia t.b.e. awaiting management support to PN implement SUP T-5 130 Powertrain Telephone To review proposed Dealer Germany 521669 1-Apr-97 DM 50,250 29,070 Prior Approval repairs by telephone for Powertrain, primarily Engine and Transmission items) - 2 month pilot Powertrain Telephone To review proposed Dealer Germany tbe 1-Jun-97 DM 26,900 15,562 Prior Approval repairs by telephone for Powertrain, primarily Engine and Transmission items) - 2 month pilot extension Pound Sterling European On-Board To provide field data from Dealers Britain WB 005928 14-Jul- 8,760 29,220 Diagnostics Program regarding FDS2000 and record Germany 97 DM 16,400 findings which will be collated for Spain Ptas design finalisation of EOBD - 5 908,560 month pilot Mazda Technical As Ford Dealer Technical Germany t.b.e. mid Nov- DM 35,000 Hotline Hotline 97 60,500 launch Pound Sterling Parts Plus Parts Wholesaling consultancy Britain 493163 1-Jul-97 22,103 36,692 and management service to Ford/Ford "Parts Plus" dealers (to extend trade sales) GPI OPERATION: FRANCE - ----------------------------------------------------------- WARRANTY Training on warranty procedures France 75093 Jan-97 FF 68,000 11,664 TRAINING in the dealership or in a technical training school KEYBOARDING Keyboarding of datas for the Marketing 74485 Jan-97 FF 52,000 8,919 (extension) department in CSD Ford France DIFFUSION New Mail, printed documents ....... 62686 Feb-97 FF 81,000 13,894 Holland MENU PRICING Extension at the SUP 75397 Mar-97 FF 47,200 8,096 programme FORD MEDIA To follow the costs of awaiting PN Jul-97 FF 60,000 10,292 advertisements GRI OPERATION: SPAIN - ----------------------------------------------------------- DPI Provide Dealer support in Spain 435779 Jun-97 FF 16,895 implementing Ford Dealer 2,469,220 standards. CAC Extension to present CAC Spain 436853 Jan-97 FF 721,000 4,933 T-4 131 operation SUP Extention to present SUP Spain 438459 Jun-97 project Marketing Substitution of FCSD Marketing Spain 438399 Feb-97 Consultant Manager until December 1997. OEW Launch, support sale and Argentina TBE Nov-97 administer Optional Extended Warranty program for Ford Argentina. GRI OPERATION: ITALY * - ----------------------------------------------------------- DPI Parts Scope is to optimate processes Italy 1595 Mar-97 Upgrading implemented by SUP with focus on Parts Rapid Fit Manage Rapid Service in Ford Italy 1923 Jun-97 Dealers in a professional way to increase Customer Loyalty Sub-Dealers Provide Ford Sub-Dealers field Italy 1952 Jul-97 business specialists to increase Customer Loyalty and implement the base of Service Upgrading. Bodyshop Provide Ford Bodyshop Italy 1924 Jul-97 specialist to Ford dealers. Menu Pricing SUP specialist to implement Italy 1592 Mar-97 Menu Pricing System in Ford dealerships. Warranty Analyst Support Warranty Specialists Italy 1892 Apr-97 team in the project findings GRI OPERATION: SWEDEN - ----------------------------------------------------------- NIL RETURN GRI OPERATION: AUSTRALIA - ----------------------------------------------------------- Service Specialist and program Australia t.b.e. awaiting management support to PN implement SUP