License and Indemnity Agreement For Use of National Auto Auction Association Wholesale Certification Minimum Standards

THIS AGREEMENT is made and entered into effective the _____ day of_______________, _____, between NATIONAL AUTO AUCTION ASSOCIATION, INC., a Colorado corporation (hereinafter NAAA), and ________________________________ (hereinafter Auction). In consideration of the mutual obligations and forbearances set forth herein, and for other good and valuable consideration, the parties agree:

1. NAAA licenses to Auction the use of the NAAA Wholesale Certification Minimum Standards (hereinafter Standards) and the NAAA Wholesale Certification Minimum Standards Logo (hereinafter Logo), but only so long as Auction is in full compliance with this Agreement, and only as specifically authorized by this Agreement. Said license is personal, non-exclusive and non-transferable.

2. Auction shall be required to attend and successfully complete the NAAA Wholesale Certification training program for use of the Standards. Auction shall enroll such person or persons as are required and approved by NAAAs Standards Committee at a training center approved by NAAAs Standards Committee, at Auctions expense, and said person or persons must successfully complete said training.

3. Auction may use the Logo that is part of this License Agreement, however, Auction must use the Logo in its entirety, without change, except as specifically authorized herein or in writing by NAAAs Standards Committee. The Logo must include the following disclaimer verbatim: Certified by (Auction or Auctions Private Label Consignor or Program) to its wholesale buyer only to meet or exceed NAAA wholesale certification minimum standards. Auction shall use its name or the name of its Private Label Consignor or Program on the Logo in place of the phrase Wholesale Motor Vehicle Auction; otherwise, no changes to the Logo are allowed.

4. Auction shall indemnify, hold harmless, and defend NAAA, its directors, officers, employees, agents, committee chairs, committee members, members, volunteers, and all of the successors and assigns of the foregoing (hereinafter sometimes collectively referred to as Releasees), from any and all claims of any nature whatsoever that are made against Releasees as a result of the Standards or Logo or the use of the Standards or Logo by Auction or any of its directors, officers, employees, agents or successors in interest, including, without limitation, all losses, attorneys fees and expenses through appeal.

5. Auction understands that the Standards include the following statement of purpose and limitation of liability:

These standards are minimum standards recommended by the National Auto Auction Association for use by its members or Private Label Consignors and Programs in certifying vehicles to their wholesale buyers. The test procedures are recommended, but not required. Only NAAA member auctions or Private Label Consignors and Programs that agree to and do certify vehicles in accordance with these standards may represent a vehicle as being so certified. NAAA does not certify vehicles and assumes no liability for these Standards or the logo associated with these Standards or for the failure of a member auction, Private Label Consignors and Programs, or other person or entity to fully and accurately follow these standards. By promulgating these standards, NAAA extends no warranty, express or implied, including merchantability, to a member auction, Private Label Consignors and Programs, or other person or entity using these standards or any purchaser of a vehicle, including, without limitation, the purchaser to whom the vehicle is certified.

6. This Agreement is the entire Agreement between the parties and may not be modified except by a written document signed by both parties.

7. Neither party shall assign any of its rights or obligations under this Agreement.

8. Jurisdiction and venue for any legal action arising as a result of this Agreement shall be in Frederick County, Maryland.

NAAA:

NATIONAL AUTO AUCTION ASSOCIATION, INC.

BY:

ITS:

DATE:

AUCTION:

BY:

ITS:

NAAA Wholesale Certification Minimum Standards

NAAA Standards Committee March 2001 to sign the following agreement.