Management Services Agreement between Collins Industries, Inc. and BNS Holding, Inc. dated October 31, 2006

 Exhibit 10.5 MANAGEMENT SERVICES AGREEMENT THIS MANAGEMENT SERVICES AGREEMENT (this "AGREEMENT") is dated as of October 31, 2006, between Collins Industries, Inc., a Missouri corporation (the "COMPANY") and BNS Holding, Inc., a Delaware corporation ("BNS"). BACKGROUND Subject to the terms and conditions of this Agreement, the Company desires to retain BNS to provide certain management services to the Company and its subsidiaries. TERMS AND CONDITIONS In consideration of the mutual covenants contained herein and intending to be legally bound hereby, the parties agree as follows: 1. MANAGEMENT SERVICES. BNS shall provide general management, financial and other corporate advisory services to the Company and its subsidiaries. These management services shall be performed by the officers, employees or agents of BNS as it may determine in its discretion from time to time. 2. FEES AND EXPENSES. (a) The Company shall pay to BNS an annual management fee (the "MANAGEMENT FEE") of Five Hundred Thousand Dollars ($500,000). The Management Fee shall be payable quarterly in arrears on each April 30, July 31, October 31 and January 31 during the Term (as defined in Section 8, below) of this Agreement. (b) The Company shall promptly, when requested, reimburse BNS for all reasonable out-of-pocket expenses incurred in the ordinary course by BNS in connection with BNS's obligations hereunder. (c) Notwithstanding anything to the contrary contained herein, the Company shall accrue but not pay the Management Fee if (i) any such payment would violate, breach or otherwise constitute a default (or any event which might with the lapse of time or the giving of notice or both, constitute a default) under any of the financing agreements of the Company or Collins I Holding Corp. ("CHC"), or (ii) BNS instructs the Company not to pay all or any portion of the Management Fee during any fiscal year. 3. INDEMNIFICATION. To the extent permitted by law, the Company shall protect, hold harmless and indemnify BNS from and against any and all liability, obligations, losses, claims and damages whatsoever and expenses in connection therewith including, without limitation, reasonable counsel fees and expenses, penalties and interest arising out of or as the result of the entering into of this Agreement except to the extent, and only to the extent, that such  liability or claim is the result of the willful misconduct or gross negligence of BNS. 4. INDEPENDENT CONTRACTOR; NO JOINT VENTURE. BNS is performing services hereunder as an independent contractor (and not as an agent, representative or employee of the Company) and BNS is not and shall not be deemed to be a co-venturer with, or partner of, the Company in any respect. 5. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof. This Agreement may be amended or modified, or any provision hereof may be waived, provided that such amendment or waiver is set forth in a writing executed by the parties. No courses of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement. 6. NO ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties hereto; PROVIDED that BNS may assign all of its rights and obligations hereunder to any affiliate of BNS without the consent of the Company; and, PROVIDED FURTHER, that BNS may, without the consent of the Company, assign any or all of its rights, but not its obligations, hereunder to any lender providing financing to BNS or its affiliates. 7. BINDING EFFECT. In the event of assignment of this Agreement pursuant to Section 6 hereunder, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. 8. TERM. The Term of this Agreement shall commence on November 1, 2006 and shall terminate on the earlier of (i) the tenth anniversary of the date hereof, and (ii) the consummation of the sale of all (but not less than all) of the outstanding capital stock of the Company or CHC, or the statutory arrangement, consolidation or merger of the Company or CHC with or into any person, or the sale, lease, assignment or transfer of all or substantially all of the assets of the Company or any of its significant subsidiaries. Notwithstanding the foregoing, this Agreement shall always remain in effect to the extent that any money is owed under sections 2 or 3 of this Agreement. 9. GOVERNING LAW. The validity, performance, construction and effect of this Agreement shall be governed by and construed in accordance with the internal law of the State of New York. 10. NOTICES. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given by personal delivery, by reputable overnight courier or by mail (registered or certified mail, postage prepaid, return receipt requested) to the respective parties as follows: 2  If to BNS: BNS Holding, Inc. 25 Enterprise Center Middletown, RI 02842 Telecopy: (401) 848-6444 Attention: Michael Warren, President and Chief Executive Officer If to the Company: Collins Industries, Inc. 180 State Street, Suite 240 Southlake, Texas 76092 Telecopy: (817)-310 0907 Attention: Randall Swift, Chief Operating Officer or to such other address as any party hereto may, from time to time, designate in a written notice given in like manner. Notices will be deemed to have been given hereunder when delivered personally, five days after deposit in the U.S. mail and one business day after deposit with a reputable overnight courier service. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] [SIGNATURE PAGE FOLLOWS] 3  IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the day and year first above written. COLLINS INDUSTRIES, INC. By: /s/ John Becker -------------------------------- Name: John Becker Title: Vice President BNS HOLDING, INC. By: /s/ Michael Warren -------------------------------- Name: Michael Warren Title: President