POINDEXTER J B & CO INC
MANAGEMENT SERVICES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.116
<SEQUENCE>3
<FILENAME>h10675exv10w116.txt
<DESCRIPTION>MANAGEMENT SERVICES AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.116

                          MANAGEMENT SERVICES AGREEMENT

      THIS MANAGEMENT SERVICES AGREEMENT (this "AGREEMENT") is entered into as
of _________, 2003, by and among MS Truck Body Corp., a Delaware corporation
(the "COMPANY"), J. B. Poindexter & Co., Inc., a Delaware corporation ("JBPCO"),
and Morgan Trailer Mfg. Co., a New Jersey corporation ("MORGAN"). The Company,
JBPCo and Morgan are sometimes each referred to individually herein as a "PARTY"
and together as the "PARTIES".

                                    RECITALS

      WHEREAS, the Company desires to retain the managerial and support services
of certain employees of each of JBPCo and Morgan, and JBPCo and Morgan are
willing to provide the time of certain of their employees to render such
services to the Company, upon the terms and conditions hereinafter set forth.

      NOW, THEREFORE, for and in consideration of the mutual covenants and
promises contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

                                    ARTICLE 1
                                   DEFINITIONS

      Section 1.1 Defined Terms. For the purpose of this Agreement, the
following terms shall have the meanings given below unless otherwise specified
or clearly required by the context in which such term is used:

      "AFFILIATES" means, with respect to a Person, any Person that directly or
indirectly, through one or more intermediaries controls, is controlled by or is
under common control with, such Person; the term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management, activities or policies of any Person or entity, whether through the
ownership of voting securities, by contract, employment or otherwise.

      "AGREEMENT" means this Management Services Agreement, as modified from
time to time by any duly adopted amendments.

      "BUSINESS" means all business activities of the Company conducted both
directly and indirectly through subsidiaries, nominees, joint ventures, general
and limited partnerships and other entities of which the Company serves as a
partner or in which it otherwise has an interest, as such Business is now
conducted or may hereafter be conducted in the future.

      "PERSON" means an individual, corporation, partnership, limited
partnership, unincorporated association, trust, estate, or other incorporated or
unincorporated entity.

      "TERM OF AGREEMENT" means the period from the date hereof until this
Agreement is terminated or otherwise expires pursuant to Article 4 hereof.
<PAGE>
                                    ARTICLE 2
                                    SERVICES

      Section 2.1 Provision of Services by JBPCo. JBPCo hereby agrees to make
available to the Company certain managerial and support personnel listed on
Exhibit A hereto, and such other personnel as may from time to time be
designated by JBPCo in its sole discretion, as may be required for the
reasonable conduct of the Business, as determined by JBPCo (the "JBPCO
SERVICES").

      Section 2.2 Provision of Services by Morgan. Morgan hereby agrees to make
available to the Company certain managerial and support personnel listed on
Exhibit B hereto, and such other personnel as may from time to time be
designated by Morgan in its sole discretion, as may be required for the
reasonable conduct of the Business, as determined by Morgan (the "MORGAN
SERVICES", and collectively with the JBPCo Services, the "MANAGEMENT SERVICES").

      Section 2.3 Standard of Performance. Each of JBPCo and Morgan shall,
within the scope of its obligations as set out in this Agreement, use its
reasonable best efforts to further the interests of the Company and to provide
its portion of the Management Services in a competent and professional manner.

      Section 2.4 Compliance with Laws. Each of JBPCo and Morgan, to the extent
such matters are within its control, shall use reasonable efforts to cause
compliance with federal, state and municipal laws, ordinances, regulations and
orders relative to the use, operation, development and maintenance of the
Business; provided, however, that neither JBPCo nor Morgan shall be required to
make any payment or incur any liability on account of any violation of any law,
ordinance, rule, regulation or order. Each of JBPCo and Morgan shall promptly
notify the Company of any violation which comes to its attention and the steps
to be taken to remedy the violation, and shall transmit promptly to the Company
a copy of any citation or other communication received by it setting forth any
such violation.

      Section 2.5 Limits on Authority. Notwithstanding any powers JBPCo or
Morgan may from time to time exercise under this Agreement, the Company shall
retain all authority and control over the business, policies, operation and
assets of the Company's Business, and each of JBPCo and Morgan shall perform its
duties in accordance with and pursuant to all directives of the Company.

                                   ARTICLE 3
                                  COMPENSATION

      Section 3.1 Compensation for Management Services. Exhibit A and Exhibit B
hereto set forth respectively the hourly rate of each JBPCo and Morgan employee
designated to provide certain Management Services to the Company. The hourly
rates set forth on Exhibit A and Exhibit B are based on the current salary,
benefit and overhead costs of the employees and they may be amended, from time
to time, by JBPCo or Morgan, as applicable, in order to reflect changes in the
salary, benefits or other costs of such employees' time and services. Any such
amendments will become binding on the Parties five (5) business days' following
delivery of notice of such amendments to the Company by JBPCo or Morgan, as
applicable. As compensation for the provision of such services, the Company
shall pay, on a monthly basis, to JBPCo or Morgan, as applicable, an amount
equal to the sum of each such hourly rate multiplied by the number of hours
devoted to the performance of the Management Services by each such employee. The
payments made to JBPCo are referred to herein as the "JBPCO FEE", and the
payments made to Morgan are referred to herein as the "MORGAN FEE", and together
with the JBPCo Fee, the "MANAGEMENT SERVICES FEES", and each of the Morgan Fee
and the JBPCo Fee, a "MANAGEMENT SERVICES FEE".


                                       2
<PAGE>
      Promptly following the last day of each month during the term of this
Agreement, each of JBPCo and Morgan will deliver to the Company a detailed
invoice setting forth its respective Management Services Fee payable with
respect to the month then ended. The Company shall pay to each of JBPCo and
Morgan their respective Management Services Fee within ten (10) business days
after receipt of such invoice. The Company shall have the right to audit the
calculation of any invoiced Management Services Fee upon notice to JBPCo or
Morgan, as applicable.

      Section 3.2 Payment of Expenses. Each of JBPCo and Morgan shall be
entitled to reimbursement from the Company for all of its reasonable
out-of-pocket expenses and such expenses of its employees, agents and
consultants, including reasonable travel expenses, incurred in the performance
of its portion of the Management Services pursuant to this Agreement.

                                    ARTICLE 4
                        TERM AND TERMINATION OF AGREEMENT

      Section 4.1 Initial Term. The initial term of this Agreement shall
commence on the date hereof and end on the first anniversary of the date hereof
(the "INITIAL TERM"). Following the expiration of the Initial Term, this
Agreement shall automatically renew for successive one-year periods until
terminated in accordance with the provisions of this Article 4.

      Section 4.2 Termination. This Agreement may be terminated as follows:

      (a)   This Agreement may be terminated upon the written agreement of all
            of the Parties.

      (b)   Each Party may, with or without cause, terminate this Agreement at
            any time by giving to the other Parties at least five (5) business
            days' prior written notice of its intent to terminate, whereupon
            this Agreement shall terminate on the date specified in such notice.

      Section 4.3 Effects of Termination. The termination of this Agreement in
accordance with the provisions of this Article 4 shall have the following
effects:

      (a)   Upon termination of this Agreement, all rights and obligations of
            the Parties to this Agreement shall terminate, provided that (i) the
            rights and obligations set forth in Section 3.2, this Section 4.3,
            Article 9, and Article 10 of this Agreement and any other mutual
            covenants or other provisions herein that by their terms extend
            beyond the Term of Agreement, and (ii) any rights, claims or causes
            of action that any Party may have against any other Party, whether
            for damages or other relief, arising out of or by virtue of anything
            done or omitted to be done by such other Party (through or by
            agents, employees or other representatives thereof) outside the
            scope of, or in violation of, this Agreement, shall survive such
            termination.

      (b)   Upon termination of this Agreement, each of JBPCo and Morgan shall
            promptly deliver to the Company all books and records of the Company
            in its possession.

      (c)   Upon the termination of this Agreement, the Company shall promptly
            pay to each of JPBCo and Morgan any of their respective Management
            Services Fees accrued but unpaid to the date of such termination.


                                       3
<PAGE>
                                   ARTICLE 5
                            PERSONNEL ADMINISTRATION

      Section 5.1 General. All matters pertaining to the employment,
supervision, compensation, promotion and discharge of any employees or personnel
of JBPCo are the responsibility of JBPCo, which is in all respects the employer
of any such employees. All matters pertaining to the employment, supervision,
compensation, promotion and discharge of any employees or personnel of Morgan
are the responsibility of Morgan, which is in all respects the employer of any
such employees. All such employment arrangements are solely the concern of JBPCo
or Morgan, as the case may be, and the Company shall have no liability with
respect thereto except as may be required by law.

                                   ARTICLE 6
                                  LIABILITIES

      Section 6.1 Non-Assumption of Liabilities. Neither JBPCo nor Morgan shall,
by entering into this Agreement, assume or become liable for any of the
obligations, debts or other liabilities of the Company in existence or arising
on or after the date hereof. Other than with respect to any Damages (as defined
in Section 9.1) caused by the fraud, willful misconduct or gross negligence of
JBPCo in rendering JBPCo Services hereunder, JBPCo shall not, by providing JBPCo
Services to the Company, assume or become liable for any of the obligations,
debts or other liabilities of the Company. Other than with respect to any
Damages caused by the fraud, willful misconduct or gross negligence of Morgan in
rendering Morgan Services hereunder, Morgan shall not, by providing Morgan
Services to the Company, assume or become liable for any of the obligations,
debts or other liabilities of the Company.

                                   ARTICLE 7
                             INDEPENDENT CONTRACTOR

      Section 7.1 Independent Contractor. Each of JBPCo and Morgan shall perform
its portion of the Management Services hereunder as an independent contractor,
retaining control over and responsibility for its own operations and the actions
of its employees and agents. Neither JBPCo nor Morgan nor any of their
respective employees or agents shall, solely by virtue of this Agreement or the
arrangements hereunder, be considered an employee or agent of the Company and
shall not have authority to contract in the name of or bind the Company, except
as expressly provided in this Agreement.

                                   ARTICLE 8
            ACCESS TO INFORMATION, BOOKS AND RECORDS; CONFIDENTIALITY

      Section 8.1 Access to Books and Records. Each of JBPCo and Morgan and
their respective duly authorized employees and representatives shall have
complete access to the Company's offices, facilities and records wherever
located, in order to discharge the Company's responsibilities hereunder. All
records and materials furnished to JBPCo or Morgan by the Company in performance
of this Agreement shall at all times during the Term of Agreement remain the
property of the Company.

      Section 8.2 Confidentiality. Each of JBPCo and Morgan agree to keep
confidential all non-public information concerning the Company acquired by it or
its Affiliates during the Term of Agreement. For the purpose of this Section
8.2, confidential information shall not include any information available to or
otherwise disclosed by the Company to third parties generally. Nothing in this
Section 8.2 prohibits any announcement or disclosure by a party hereto that such
party determines is required to be disclosed by applicable law or court order.


                                       4
<PAGE>
                                   ARTICLE 9
                                INDEMNIFICATION

      Section 9.1 Indemnification by the Company. The Company hereby agrees to
indemnify, hold harmless and defend (with counsel reasonably satisfactory to
JBPCo or Morgan, as applicable) each of JBPCo and Morgan and their respective
officers, members, employees, agents and Affiliates (collectively, the
"INDEMNITEES") from and against any and all threatened or actual claims,
demands, causes of action, suits, proceedings (formal or informal), losses,
damages, fines, penalties, liabilities, costs and expenses of any nature,
including attorneys' fees and court costs, (collectively, "DAMAGES"), sustained
or incurred by or asserted against any of the Indemnitees by any person, firm,
corporation, governmental authority, or other entity by reason of or arising out
of the conduct of the Company, the Business, the provision of any Management
Services by JPBCo, Morgan or any of their respective employees pursuant to this
Agreement, or any matter arising out of the relationship created hereby, except
to the extent arising from the fraud, gross negligence or willful misconduct of
JBPCo or Morgan.

                                   ARTICLE 10
                                  MISCELLANEOUS

      Section 10.1 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Texas
(excluding any conflicts-of-law rule or principle that might refer the same to
the laws of another jurisdiction), except to the extent that the same are
mandatorily subject to the laws of another jurisdiction pursuant to the laws of
such other jurisdiction.

      Section 10.2 Notices. Any notice, request, instruction, correspondence or
other document to be given hereunder by any party hereto to any other party
(herein collectively called "NOTICE") shall be in writing and delivered in
person or by courier service requiring acknowledgment of receipt of delivery or
mailed by certified mail, postage prepaid and return receipt requested, or by
telecopier, as follows:

                  If to the Company, addressed to:
                  MS Truck Body Corp.
                  c/o Mr. Stuart McGowen
                  1801 South Nottawa Street
                  Sturgis, Michigan  49091
                  Telecopy: (___) _________

                  If to JBPCo, addressed to:
                  J. B. Poindexter & Co., Inc.
                  c/o Mr. Andrew Foskey
                  1100 Louisiana, Suite 5400
                  Houston, Texas  77002
                  Telecopy: (713) 951-9038

                  If to Morgan, addressed to:
                  Morgan Trailer Mfg. Co.
                  c/o Mr. Robert Ostendorf
                  35 Thousand Oaks Blvd.
                  Morgantown, Pennsylvania  19543
                  Telecopy: (610) 286-2220

Notice given by personal delivery, courier service or mail shall be effective
upon actual receipt. Notice given by telecopier shall be confirmed by
appropriate answer back and shall be effective upon actual


                                       5
<PAGE>
receipt if received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not received
during the recipient's normal business hours. All Notices by telecopier shall be
confirmed promptly after transmission in writing by certified mail or personal
delivery. Any party hereto may change any address to which Notice is to be given
to it by giving Notice as provided above of such change of address.

      Section 10.3 Amendments and Waivers. No supplement, modification or waiver
of this Agreement shall be binding unless executed in writing by the party to be
bound thereby. The failure of a party to exercise any right or remedy shall not
be deemed or constitute a waiver of such right or remedy in the future. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (regardless of whether
similar), nor shall any such waiver constitute a continuing waiver unless
otherwise expressly provided.

      Section 10.4 Binding Effect and Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns; but neither this Agreement nor any of the
rights, benefits or obligations hereunder shall be assigned, by operation of law
or otherwise, by any party hereto without the prior written consent of the other
parties. Nothing in this Agreement, express or implied, is intended to confer
upon any person or entity other than the parties hereto and their respective
permitted successors and assigns, any rights, benefits or obligations hereunder.

      Section 10.5 Severability. If any provision of the Agreement is rendered
or declared illegal or unenforceable by reason of any existing or subsequently
enacted legislation or by decree of a court of last resort, the parties hereto
shall promptly meet and negotiate substitute provisions for those rendered or
declared illegal or unenforceable, but all of the remaining provisions of this
Agreement shall remain in full force and effect.

      Section 10.6 Headings. The headings of the sections herein are inserted
for convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement.

      Section 10.7 Counterparts. This Agreement may be executed in multiple
counterparts each of which shall be deemed an original and all of which shall
constitute one instrument.

      Section 10.8 Entire Agreement; Parties in Interest; Nonreliance. This
Agreement (a) constitutes the entire agreement between the Parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings, both written and oral, between the Parties with respect to the
subject matter hereof; and (b) is not intended to confer upon any other person
or entity any rights or remedies hereunder. The parties to this Agreement agree
that no other party to this Agreement (including its agents and representatives)
has made any representation, warranty, covenant or agreement to or with such
parties relating to the Management Services.

                [Remainder of this page intentionally left blank]


                                       6
<PAGE>
      IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective duly authorized representatives as of the day and year first
above written.

                              MS TRUCK BODY CORP.

                              By:
                                  --------------------------------------
                              Name:
                              Title:



                              J. B. POINDEXTER & CO., INC.




                              By:
                                  --------------------------------------
                              Name:
                              Title:


                              MORGAN TRAILER MFG. CO.



                              By:
                                  --------------------------------------
                              Name:
                              Title:
<PAGE>
                                    EXHIBIT A
                                 JBPCO EMPLOYEES

<TABLE>
<CAPTION>
           Employee                         Hourly Rate
           --------                         -----------
<S>                                         <C>
           Andy Foskey                      $100.00 per hour

           Phil Schull                      $60.00 per hour

           Other JBPCo                      An hourly rate determined
           employees                        by JBPCo for each such
           designated by JBPCO              employee
</TABLE>


                                 Exhibit A - 1
<PAGE>
                                    EXHIBIT B
                                MORGAN EMPLOYEES

<TABLE>
<CAPTION>
           Employee                            Hourly Rate
           --------                            -----------
<S>                                            <C>
           Robert Ostendorf                    $150.00 per hour

           Joe Sakal                           $50.00 per hour

           Beverly Prohaska                    $60.00 per hour

           Mark Robinson                       $90.00 per hour

           Jim Erven                           $80.00 per hour

           Doug Sanders                        $40.00 per hour

           Charlie Helms                       $60.00 per hour

           Brian McCafferty                    $50.00 per hour

           Other Morgan                        An hourly rate
           employees                           determined by Morgan
           designated by                       for each such employee
           Morgan
</TABLE>


                                 Exhibit B - 1



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