THIS AGREEMENT is made as of the date of signature below by and between Sound Billing, LLC, a Wisconsin limited liability company (“SB”) having its principal place of business at 7447 University Avenue, Suite 201, Middleton, WI 53562, and the undersigned Client, having its principal place of business at the address shown above.

WHEREAS, Client, an authorized GM Canada dealership that, among other commercial activities, operates service and after sales operations from a GM Canada authorized service and parts facility desires to engage the services of SB to furnish billing services for some of Client’s vehicle fleet accounts; and

WHEREAS, SB and Client (also referred to as Party or Parties) desire to set forth their agreement whereby SB will provide such billing services during the term hereof.

NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, the parties hereto agree as follows:

1. Services. SB agrees to provide billing services to Client for some of its customer accounts for which a fleet application or fleet account has been established by SB (the “Accounts”). SB will send a monthly statement to all Accounts for work performed by Client. SB will remit to Client, on a weekly basis, all payments received by SB from the Accounts of Client in the previous week, less the Service Fees and less the Adjustments (as defined below). SB will continue to invoice Accounts for all past due amounts. SB makes no representations or warranties as to the ability of SB to collect amounts due on behalf of the Client. Adjustments shall mean credit card fees, bank fees, discounts and other adjustments made by SB.

2. Service Fees. Client agrees to pay to SB a fee of two and one-half percent (2.5%) of the original invoice total (the “Service Fees”) to SB. The Service Fees shall not change during the initial term of this Agreement. For any extension period after the initial term of the Agreement, SB may adjust the Service Fees to be paid by the Client by providing written notice of any adjustment in the Service Fees to the Client at least sixty (60) days prior to the expiration of the then current term.

3. Obligations of Client. Client agrees: (i) to provide all necessary Account information to enable SB to perform its obligations, (ii) Client agrees to provide at Client’s expense all needed and necessary computer interface programming and (iii) it is understood, and relied upon by SB, that all necessary billing information for services provided by Client will be made available to SB on the Auto Integrate software platform and/or information for the OEC data feed, if applicable, to allow SB to proceed with its billing services.

4. Term and Termination. The Term of this Agreement shall be for a period of three (3) years from the Effective Date of this Agreement. Thereafter, this Agreement shall automatically be extended for consecutive periods of one (1) year, unless and until terminated by either Party by giving the other Party written notice of termination at least sixty (60) days prior to the expiration of the then current term. Such notice shall be given by certified mail or registered mail to the address of the other Party provided herein or to such other addresses as either Party shall designate in writing to the other. The terms of any renewal shall be the same as provided herein unless otherwise agreed to in writing by the parties. Notwithstanding the foregoing, if a related agreement between Client and OEConnection, LLC (“OEC”) should be terminated for any reason, then this Agreement shall terminate at the same time as the termination of Client’s related agreement with OEC. It is recognized by all parties to this Agreement that upon termination of this Agreement there will be a wind down period due to the billing processes and time to secure payment on invoices that were issued prior to the termination of this Agreement. The above notwithstanding, SB is obliged to adhere to all laws and regulations applicable to both itself, and the commercial relationship with Client.

5. Confidentiality. As used herein, “Confidential Information” means, as to any Party to this Agreement: (a) any information, actual or planned, relating to trade secrets, customers, finances or personnel of that Party or any of its affiliates, including any such information that the other Party may have created in the course of its performance under this Agreement and (b) information identified in writing by either Party marked as confidential. In performing its obligations under this Agreement, each Party (the “Recipient”) may gain access to the Confidential Information of the other Party (the “Discloser”). Recipient shall keep confidential and shall not disclose or use any of Discloser’s Confidential Information for any purpose other than to perform its obligations under this Agreement. Recipient shall promptly give Discloser notice of disclosure to a third-party and the reason for such disclosure. All Confidential Information shall remain the property of Discloser or Discloser’s affiliate or information provider (as applicable), and Recipient receives no license or other rights thereto. Promptly upon expiration or termination of this Agreement, or at any time earlier upon the written request of Discloser, Recipient shall, at its sole cost and as directed by Discloser, return, or destroy any or all of Discloser’s Confidential Information (including copies thereof) and provide written confirmation of the same to Discloser. The Parties acknowledge that any breach of the provisions of this section will result in irreparable harm to the non-breaching Party. The Parties therefore agree that the non-breaching Party shall have the right to seek an injunction or other equitable relief to enforce compliance with the provisions of this section, without limitation to any other right or remedy that may be available to the non-breaching Party under this Agreement or at law or in equity.

6. Applicable Law and Forum. This Agreement shall be interpreted according to the laws of the jurisdiction in which an action is filed and, in accordance with this section, said forum could be either in a province of Canada or a state of the United States of America. The venue for any legal proceeding arising out of, or relating to, this Agreement, brought by either Party, shall be filed in and heard by the Court with jurisdiction to hear such disputes which is identified as the location wherein the defendant resides.

7. Enforcement Costs. If SB or Client brings any action for injunctive relief or recovery of damages or to enforce any of the terms, covenants or conditions contained herein and is the prevailing Party, SB shall be entitled to recover from the Client reasonable attorney’s fees, in addition to costs and necessary disbursements incurred in such action.

8. Assignment. Either SB or Client may assign this Agreement to any company without the prior consent of the other signatory to this Agreement.

9. Warranties and Representations of SB. SB warrants and represents that SB is registered within the State of Wisconsin, as required by Wisconsin Statutes and thereby is licensed by the Wisconsin Department of Financial Institutions within the United States of America. SB is subject to periodic audits of its operations and records by representatives of the Wisconsin Department of Financial Institutions. In addition to any periodic audits conducted by the Wisconsin Department of Financial Institutions, SB is required to maintain a surety bond within the parameters identified by the Wisconsin Department of Financial Institutions on its accounts to protect any and all third parties. SB further warrants and represents that all funds relevant to the billing services of SB identified in this Agreement shall be held in, and distributed from, appropriate trust accounts, that such funds shall be segregated from all other funds of SB and that such accounts are and will remain valid trust accounts under applicable law. SB represents that it has not registered to do business in Canada and does not maintain sufficient contacts in Canada to require registration to do business in Canada.

10. Compliance. In connection with the activities of the Parties related to this Agreement, SB is obliged to desist from all practices which may lead to liability due to fraud or embezzlement, insolvency crimes, guaranteeing advantages, bribery, acceptance of bribes or other corruption crimes on the part of persons employed by SB or other third parties. In the event of violation of the above, Client has the right to immediately withdraw from or terminate all legal transactions existing with SB and the right to cancel all negotiations. It is recognized by all parties to this Agreement that upon termination of this Agreement there will be a wind down period due to the billing processes and time to secure payment on invoices that were issued to Fleet Customers. The above notwithstanding, SB is obliged to adhere to all laws and regulations applicable to both itself, and the commercial relationship with Client.

11. Sound Billing as Payee Agent. Client hereby appoints SB as its limited agent for the sole purpose of collecting and processing on the Client’s behalf payments made by customers for the Client’s goods and services in connection with the Fleet Billing Services Agreements, and SB hereby accepts such appointment. Client specifically acknowledges and agrees that any payment made by a customer to SB for the Client’s goods or services shall be treated as having been received by the Client upon receipt by SB such that the customer’s payment obligation to the Client will be extinguished and there is no risk of loss to the customer even if SB fails to remit the funds to the Client. In the event that SB does not, or is unable to, remit the collected funds to the Client for any reason, the Client agrees that it will have no recourse or claim to seek payment from the customer. Further, when appropriate and necessary, Client will acknowledge or represent to, or otherwise notify, its customers that SB is acting as the Client’s limited agent solely to collect and process payments on the Client’s behalf.

12. Trademarks. SB acknowledges and agrees that the words General Motors are solely owned and validly registered trademarks and trade names of General Motors. By the execution of this Agreement, SB does not secure any rights or licenses to said words, terms or intellectual property. However, Client acknowledges that in the services provided to the Client’s dealers in several Fleet Billing Services Agreements between SB and the Client’s dealers, SB may use some, or all, of the identified words, terms or intellectual property on behalf of, or for the benefit of, the Client’s dealers as SB provides billing services for the Client’s dealers as described in the Fleet Billing Services Agreement between said Client’s dealers and SB. The rights of SB to use said registered trademarks and intellectual property shall terminate upon the termination of this Agreement and/or the Fleet Billing Services Agreement with the Client’s various dealers.

13. Limitation of Damages. In no event will SB be liable for any damages, including without limitation direct or indirect, special, incidental or consequential damages, losses or expenses arising in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line or system failure, even if SB or its representatives are advised of the possibility of such damages, losses or expenses. Any claim against SB will be limited to the amount of the billed invoice in question.

14. Portal Information. SB maintains on the MyFleetCenter portal information for all its Clients regarding distributions made to, or on behalf of, Clients of SB resulting from the services provided by SB under the Fleet Billing Services Agreement. Please be aware that some or all income paid to you may be subject to federal, state and local taxes. Copyright of the pages and the screens displaying the pages, and of the information and material therein and in their arrangement, is owned by SB or its affiliates unless otherwise indicated.

15. Counterparts. This Agreement may be executed in two or more counterparts, and manually executed counterparts may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission, each of which (whether originally executed or such a faxed or scanned electronic document) shall be deemed an original, and all of which together shall constitute the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the Parties. This Agreement may be found within the website of SB and may be executed by Client through that website and shall be assumed to be a properly executed and binding Agreement.

16. Miscellaneous. In the event any provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity and enforceability of any other provision hereof. Each of the undersigned individuals represents and warrants that he or she has been duly authorized to enter into this Agreement on behalf of the Party he or she purports to represent. The covenants, conditions, agreement, and credit/collection policy contained in this Agreement shall be binding upon and pass to the benefit of the parties and their respective heirs, successors, personal representatives and assigns. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and shall supersede all previous proposals, both oral and written, negotiations, representations, commitments, agreements and all other communication between the parties. This Agreement may not be altered or modified except in writing signed by both parties.