Revised 06/14/07

Retail Inventory Management (RIM) Agreement

General: Retail Inventory Management (RIM) is an inventory management and automated parts replenishment system designed to improve dealership off-the-shelf availability. RIM is a web-based system that interfaces with the dealership’s in-house inventory management system (DMS) to increase parts inventory breadth and reduce depth of dealership inventory through an automated replenishment of stock.

RIM automatically proposes when a part number should begin to be kept in stock RIM calculates the right stocking quantity for parts already in stock RIM automatically replenishes parts as they are sold RIM automatically proposes returns for inactive parts that have been stocked according to RIM

RIM utilizes dealership sales demand, extracted automatically, on a daily basis, from the dealership’s in-house inventory management system, as well as national sales demand by vehicle franchise, to propose when a part number should be added to dealership inventory. An “optimal level of stock” is proposed based upon an algorithm that takes into consideration dealership sales demand, lead time, safety stock, time between replenishment orders, etc. Once the dealership approves the stocking policy for a part, the RIM system takes over to monitor daily sales consumption as well as on-hand and on-order quantities and automatically replenishes the dealership’s inventory and maintains “optimal stocking levels”.

Dealership Requirements:

1. The dealership must have the necessary hardware/software and communications capability required to

participate in RIM (as defined by the General Motors Retail Process Vision). 2. The dealership’s DMS provider must be capable of full integration with the RIM system with respect to

data transfer and web communications. General Motors has provided the necessary specifications to dealership DMS providers of record as of June 1

st, 2004.

3. The dealership must obtain and maintain all necessary DMS software and hardware upgrades as well as web interfaces to ensure the smooth operation of the RIM process. The dealership’s DMS provider can inform the dealership of any necessary software and hardware upgrades, which will be at dealer’s expense. The dealership authorizes the release of genuine GM parts stock information, an initial 12 month historical sales file of all genuine GM part numbers as well as ongoing daily sales file transmissions to GM to be used to update the RIM database and allow RIM to establish “optimal levels of stock”. Dealer grants to General Motors Corporation and its supplier(s) the right to access and use Dealer’s parts inventory data and authorizes Dealer’s DSP to access and retrieve such parts inventory data from Dealer’s DMS System on behalf of General Motors.

4. The dealership agrees to regularly and promptly review and act on all new RIM generated stocking policies and change recommendations.

5. The dealership acknowledges that RIM will automatically order stock from GMSPO on behalf of the dealership to replenish stock that has been sold. Stock will be ordered in accordance with stocking parameters approved by the dealership.

6. The dealership acknowledges that GMSPO will provide inventory obsolescence protection on those parts that the system has ordered, as defined in the RIM terms & conditions. See RIM Terms and Conditions Addendum.

7. The dealership acknowledges that terms and conditions have been adjusted to comprehend RIM. RIM terms and conditions can be found in the addendum. These terms and conditions may be modified by GM at any time, in its sole discretion.

General Motors Requirements:

1. GM agrees to provide RIM software support, as well as, RIM application training to the dealership.

RIM Distribution Analysts will assist the dealership if and when RIM issues arise. 2. GMSPO agrees to automatically replenish dealership inventories to optimal stocking levels for those

GM part numbers managed by RIM. The dealership’s DMS will be automatically updated to reflect stock on order. RIM replenishment orders will process against the appropriate billing schedule as defined by the RIM terms & conditions. See RIM Terms and Conditions Addendum.

Revised 06/14/07

3. The dealership will continue to place “Customer Special Orders” (CSOs) and “Qualified Promotional Orders” (QPOs) in the usual manner as these orders will be outside of RIM management. CSO & QPO orders will process against the appropriate billing for RIM Dealers as defined in the RIM terms & conditions. See RIM Terms and Conditions Addendum. GMSPO will provide obsolescence protection for those part numbers and quantities that are placed into dealership inventory by RIM. The dealership will be able to return eligible RIM parts that have not sold within 12 months up to the RIM stocking policy quantity at the time of the last RIM generated order. RIM returns will not impact any existing dealership return reserves, and will follow the rules as defined in the RIM terms & conditions. See RIM Terms and Conditions Addendum. The dealership agrees to fulfill all the RIM process requirements as set forth in this document.

The dealership agrees that GMSPO may modify RIM and/or this agreement from time to time, and may cease to utilize RIM at any time, in GMSPO’s sole discretion. ___________________________________________________________________________ Dealership Name ____________________________________________________________________________ Dealership Address ____________________________________________________________________________ City State Zip Code ___________________________________ _____________________ Authorized Dealer Signature Date ___________________________________ _____________________ Authorized Dealer Signer (PRINT) GM Parts Dealer Code ___________________________________ _____________________ Regional Parts Manager Signature Date

Fax this form, along with the RIM New Dealer Request Form, to the RIM DA Group 810-606-2017

Revised 06/14/07

RIM Terms and Conditions Addendum

RIM dealers have unique terms and conditions. The following terms apply to dealers enrolled in RIM:

RIM Orders Standard Discount: 4.00% Inventory Protection: Parts ordered by RIM will be eligible for return/credit after 12

months with no sale. The eligible return/credit quantity will be the RIM Stocking Policy Quantity (SPQ) at the time of the last RIM order.

GSMP: Published GSMP discounts will apply. Advertising: Published advertising incentives will apply. CFI: Published CFI opportunities will apply.

Customer Special Orders (CSO) Standard Discount: 2.00% Inventory Protection: Parts ordered CSO will be eligible for return/credit for 90 days

from invoice date using the MR11 return process. GSMP: Published GSMP discounts will apply. Advertising: Published advertising incentives will apply. CFI: Published CFI opportunities will apply. Exceptions: Accessories are not eligible for discounts or return protection.

Qualified Promotional Orders (QPO) Standard Discount: See Promotional Bulletin Inventory Protection: See Promotional Bulletin.

75% of earned return reserve can be converted to cash. When cash conversion is exercised, the remaining return reserve will be forfeited.

Promotional Discount: See Promotional Bulletin. GSMP: Published GSMP discounts will apply. Advertising: Published advertising incentives will apply. CFI: Published CFI opportunities will apply.

Note: Accessories, Tires, Windshields and bulk fluids are not eligible for

RIM management. See published bulletins for ordering information. Additionally, W and T Series exclusive parts are not eligible for RIM Management or CSO 90 day return protection.