SERVICES
      AGREEMENT

    


    by
      and between

    


    THOMAS
      EQUIPMENT, INC.

    


    and

    


    CARLETON
      INTERNATIONAL, INC.

    


    Effective
      as of May 28, 2008

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF CONTENTS

    


    
      	
              1.

            	
              Definitions

            	
              1

            
	 	 	 
	
              2.

            	
              Transition
                Service Schedules

            	
              3

            
	 	 	 
	 	
              2.1

            	
              Schedules

            	
              3

            
	 	 	 	 
	 	
              2.2

            	
              Descriptions
                in Schedules

            	
              4

            
	 	 	 	 
	
              3.

            	
              Services

            	
              4

            
	 	 	 
	 	
              3.1

            	
              Services
                Generally

            	
              4

            
	 	 	 	 
	 	
              3.2

            	
              Service
                Boundaries

            	
              4

            
	 	 	 	 
	 	
              3.3

            	
              Impracticability

            	
              4

            
	 	 	 	 
	 	
              3.4

            	
              Additional
                Resources

            	
              4

            
	 	 	 	 
	 	
              3.5

            	
              Additional
                Services

            	
              4

            
	 	 	 	 
	 	
              3.6

            	
              Obligations
                As To Additional Services

            	
              5

            
	 	 	 	 
	
              4.

            	
              Term

            	
              5

            
	 	 	 
	
              5.

            	
              Compensation

            	
              5

            
	 	 	 
	 	
              5.1

            	
              Charges
                For Services

            	
              5

            
	 	 	 	 
	 	
              5.2

            	
              Payment
                Terms

            	
              6

            
	 	 	 	 
	 	
              5.3

            	
              Performance
                Under Ancillary Agreements

            	
              6

            
	 	 	 	 
	 	
              5.4

            	
              Error
                Correction; True-Ups; Accounting

            	
              6

            
	 	 	 	 
	
              6.

            	
              General
                Obligations; Standard Of Care

            	
              6

            
	 	 	 
	 	
              6.1

            	
              Performance
                Metrics

            	
              6

            
	 	 	 	 
	 	
              6.2

            	
              Disclaimer
                Of Warranties

            	
              6

            
	 	 	 	 
	 	
              6.3

            	
              Transitional
                Nature Of Services; Changes

            	
              7

            
	 	 	 	 
	 	
              6.4

            	
              Responsibility
                For Errors; Delays

            	
              7

            
	 	 	 	 
	 	
              6.5

            	
              Good
                Faith Cooperation; Consents

            	
              7

            
	 	 	 	 
	 	
              6.6

            	
              Alternatives

            	
              7

            
	 	 	 	 
	
              7.

            	
              Termination

            	
              7

            
	 	 	 
	 	
              7.1

            	
              Termination

            	
              7

            
	 	 	 	 
	 	
              7.2

            	
              Survival

            	
              8

            
	 	 	 	 
	 	
              7.3

            	
              User
                Ids, Passwords

            	
              8

            
	 	 	 	 
	
              8.

            	
              Relationship
                Between The Parties

            	
              8

            
	 	 	 
	
              9.

            	
              Subcontractors

            	
              8

            
	 	 	 
	
              10.

            	
              Intellectual
                Property

            	
              8

            


    

     

    
      
        
        

      

      
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    TABLE
      OF CONTENTS

    (continued)

    


    
      	 	
              10.1

            	
              Allocation
                Of Rights By Ancillary Agreements

            	
              8

            
	 	 	 	 
	 	
              10.2

            	
              Existing
                Ownership Rights Unaffected

            	
              9

            
	 	 	 	 
	
              11.

            	
              Infringement
                Defense

            	
              9

            
	 	 	 
	
              12.

            	
              Confidentiality
                And Non-Use Obligations

            	
              9

            
	 	 	 
	
              13.

            	
              Limitation
                Of Liability

            	
              9

            
	 	 	 
	
              14.

            	
              Force
                Majeure

            	
              9

            
	 	 	 
	
              15.

            	
              Dispute
                Resolution

            	
              10

            
	 	 	 
	 	
              15.1

            	
              Mediation

            	
              10

            
	 	 	 	 
	 	
              15.2

            	
              Arbitration

            	
              10

            
	 	 	 	 
	 	
              15.3

            	
              Court
                Action

            	
              10

            
	 	 	 	 
	 	
              15.4

            	
              Continuity
                of Service and Performance

            	
              11

            
	 	 	 	 
	
              16.

            	
              Miscellaneous

            	
              11

            
	 	 	 
	 	
              16.1

            	
              Entire
                Agreement

            	
              11

            
	 	 	 	 
	 	
              16.2

            	
              Governing
                Law

            	
              11

            
	 	 	 	 
	 	
              16.3

            	
              Descriptive
                Headings

            	
              11

            
	 	 	 	 
	 	
              16.4

            	
              Notices

            	
              11

            
	 	 	 	 
	 	
              16.5

            	
              Nonassignability

            	
              12

            
	 	 	 	 
	 	
              16.6

            	
              Severability

            	
              12

            
	 	 	 	 
	 	
              16.7

            	
              Failure
                Or Indulgence Not Waiver; Remedies Cumulative

            	
              12

            
	 	 	 	 
	 	
              16.8

            	
              Amendment

            	
              13

            


    

     

    
      
        
          
          

        

        
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    SERVICES
      AGREEMENT

    


    This
      Services Agreement ("Agreement")
      is
      made as of May 28, 2008, by and between Thomas Equipment, Inc., a corporation
      organized under the laws of New Brunswick ("THOMAS"),
      and
      Carleton International, Inc., a corporation organized under the laws of New
      Brunswick ("Carleton").
      THOMAS and Carleton are referred to collectively in this Agreement as the
      "Parties"
      and
      individually as a “Party”.

    


    Preliminary
      Statements

    


    A. THOMAS
      currently manufactures proprietary skid steer loaders, agricultural equipment,
      and screeners.

    


    B. THOMAS
      and Carleton have entered into an agreement (the “Purchase Agreement”) providing
      for the purchase by Carleton of certain assets (the “Assets”) related to: (i)
      THOMAS’ agricultural equipment and screener product lines (the “Lines”); (ii)
      the assets used in the production of the Lines and THOMAS’ skid steer loaders ;
      and (iii) certain other assets located at the THOMAS plant located in
      Centerville, New Brunswick where the manufacturing assets referred to in (ii)
      above are currently located (the “Facility”) and at dealer locations. Thomas and
      Carleton have entered into or will enter into an OEM Agreement (the “OEM
      Agreement”) under which Carleton may utilize the Assets to manufacture skid
      steer loaders for THOMAS.

    


    C.
       THOMAS
      and Carleton intend that, after the execution of the Purchase Agreement,
      Carleton shall take over the manufacturing operations (the “Operations”) at the
      Facility, while THOMAS shall maintain continuing sales and administrative
      activities at that location.

    


    D. The
      Parties intend in this Agreement, including the Exhibits and Schedules attached
      to this Agreement, to set forth the principal arrangements between them
      regarding certain transitional services to be rendered in connection with the
      continued operation of the separate businesses at the Facility. 

    


    Agreement

    


    The
      Parties, intending to be legally bound, agree as follows:

    


    1. Definitions.

    


    "AAA"
      has the
      meaning provided in Section 16.2.

    


    "Additional
      Services"
      has the
      meaning provided in Section 3.5.

    


    "Agreement"
      has the
      meaning provided in the introductory paragraph to this Agreement.

    


    “Ancillary
      Agreement”
shall
      mean any other agreement between the Parties.

    


    
      
        
          
          

        

        
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    “Assets”
has
      the
      meaning provided in the Preliminary Statements.

     

    “Carleton
      Services”
shall
      have the meaning set forth in Section 2.1.

    


    "Claim"
      has the
      meaning provided in Article 12.

    


    "Confidential
      Information"
      means
      business information, technical data, know-how and other information which
      is
      not otherwise in the public domain and of which the owner actively undertakes
      to
      restrict or control the disclosure to third parties in a manner reasonably
      intended to maintain its confidentiality, and which (i) the Disclosing
      Party disclosed to the Receiving Party or the Receiving Party had access to
      on
      or before the Effective Date of the Purchase Agreement, (ii) is the subject
      of any Ancillary Agreement and known to or in the possession of the Receiving
      Party as of the Effective Date or (iii) is disclosed to the Receiving Party
      pursuant to any Ancillary Agreement during the term of such Ancillary Agreement.
      Confidential Information may include information relating to, by way of example,
      research, products, services, customers, markets, software, developments,
      inventions, processes, designs, drawings, engineering, marketing or finances,
      and may be in writing, disclosed orally or learned by inspection of computer
      programming code, equipment or facilities. Confidential Information of Third
      Parties that is known to, in the possession of or acquired by a Receiving Party
      pursuant to a relationship with the Disclosing Party shall be deemed the
      Disclosing Party's Confidential Information for purposes herein.

    


    Notwithstanding
      anything in this Agreement to the contrary, Confidential Information shall
      exclude information that: (i) was in the Receiving Party's possession
      before receipt from the Disclosing Party and obtained from a source other than
      the Disclosing Party and other than through the prior relationship of the
      Disclosing Party and the Receiving Party before the Effective Date of the
      Purchase Agreement; (ii) is or becomes a matter of public knowledge through
      no fault of the Receiving Party; (iii) is rightfully received by the
      Receiving Party from a Third Party without a duty of confidentiality;
      (iv) is disclosed by the Disclosing Party to a Third Party without a duty
      of confidentiality on the Third Party; (v) is independently developed by
      the Receiving Party; or (vi) is disclosed by the Receiving Party with the
      Disclosing Party's prior written approval

    


    "Dispute"
      has the
      meaning provided in Section 16.1.

    


    "Dispute
      Resolution Commencement Date"
      has the
      meaning provided in Section 16.1.

    


    "Disclosing
      Party"
      means
      the Party owning or disclosing the relevant Confidential
      Information.

    


    "Expiration
      Date"
      has the
      meaning provided in Section 4.

    


    “Facility”
has
      the
      meaning provided in the Preliminary Statements.

     

    
      Thomas/Carleton
        Services Agreement

    

    
      
        
          
          

        

        
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            2
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    "Force
      Majeure"
      has the
      meaning provided in Article 15.

    


    "Impracticable"
      shall
      have the meaning set forth in Section 3.3.

    


    “OEM
      Agreement”
has
      the
      meaning provided in the Preliminary Statements

    


    “Operations”
has
      the
      meaning provided in the Preliminary Statements.

    


    "Party
      or
Parties"
      has the
      meaning provided in the introductory paragraph to this Agreement.

    


    “Purchase
      Agreement”
has
      the
      meaning provided in the Preliminary Statements.

    


    "Receiving
      Party"
      means
      the non-owning Party or recipient of the relevant Confidential
      Information.

    


    "Service(s)"
      has the
      meaning provided in Section 3.1.

    


    "Subcontractor"
      has the
      meaning provided in Article 9.

    


    "Subsidiary"
      of any
      Person means a corporation or other organization whether incorporated or
      unincorporated of which at least a majority of the securities or interests
      having by the terms thereof ordinary voting power to elect at least a majority
      of the board of directors or others performing similar functions with respect
      to
      such corporation or other organization is directly or indirectly owned or
      controlled by such Person or by any one or more of its Subsidiaries, or by
      such
      Person and one or more of its Subsidiaries; provided, however, that no Person
      that is not directly or indirectly wholly-owned by any other Person shall be
      a
      Subsidiary of such other Person unless such other Person controls, or has the
      right, power or ability to control, that Person. For purposes of this Agreement,
      Carleton shall be deemed not to be a subsidiary of THOMAS.

    


    "Third
      Party"
      means a
      Person other than THOMAS and its affiliates and Carleton.

    


    "THOMAS"
      has the
      meaning provided in the introductory paragraph to this Agreement.

    


    “Thomas
      Services”
shall
      have the meaning set forth in Section 2.1.

     

    2. Transition
      Service Schedules.

    


    2.1 Schedules.
      This
      Agreement will govern individual transitional services as requested by Carleton
      and provided by THOMAS (the “Thomas Services”), or the individual transitional
      services as requested by THOMAS and provided by Carleton (the “Carleton
      Services”), the details of which are set forth in the Transition Service
      Schedules attached to this Agreement. Each Service shall be covered by this
      Agreement upon execution of a transition service schedule in the form attached
      hereto (each transition service schedule, a "Transition
      Service Schedule").

    
Thomas/Carleton
      Services Agreement

    
      
        
          
          

        

        
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            3
            -

          
            

          

        

        
          
          

        

      

    

     

    2.2 Descriptions
      in Schedules.
      For
      each Service, the Parties shall describe in a Transition Service Schedule,
      among
      other things, the time period during which the Service will be provided if
      different from the term of this Agreement determined pursuant to Article 4,
      a
      summary of the Service to be provided; a description of the Service; and the
      charge, if any, for the Service and any other terms applicable thereto on the
      Transition Service Schedule. Obligations regarding each Transition Service
      Schedule shall be effective upon execution of this Agreement. All the Transition
      Service Schedules shall be deemed incorporated in this Agreement wherever
      reference to such a schedule is made.

    


    3. Services.

    


    3.1 Services
      Generally.
      Except
      as otherwise provided herein, for the term determined pursuant to Article 4
      hereof, either Party shall provide or cause to be provided to the other Party
      the service(s) described in the Transition Service Schedule(s) attached hereto.
      The service(s) described on a single Transition Service Schedule shall be
      referred to herein as a "Service."
      Collectively, the services described on all the Transition Service Schedules
      (including Additional Services) shall be referred to in this Agreement as
      "Services."

    


    3.2 Service
      Boundaries.
      Except
      as provided in a Transition Service Schedule for a specific Service, the
      Parties shall be required to provide the Services only to the extent and only
      at
      the locations and substantially in the manner as business was conducted prior
      to
      the Effective Date of the Purchase Agreement

    


    3.3 Impracticability.
      Neither
      Party shall be required to provide any Service to the extent the performance
      of
      such Service becomes "Impracticable" as a result of a cause or causes outside
      the reasonable control of such Party including unfeasible technological
      requirements, or to the extent the performance of such Services would require
      either Party to violate any applicable laws, rules or regulations. 

    


    3.4 Additional
      Resources.
      Except
      as provided in a Transition Service Schedule for a specific Service, in
      providing the Services, neither Party shall be obligated to: (i) hire any
      additional employees; (ii) maintain the employment of any specific
      employee; or (iii) purchase, lease or license any additional equipment or
      software. Further, THOMAS shall not be obligated to pay any costs related
      to the transfer or conversion of THOMAS’ data to Carleton or any alternate
      supplier of Services.

    


    3.5 Additional
      Services.
      From
      time to time after the Effective Date, the Parties may identify additional
      services that one Party will provide to the other Party in accordance with
      the
      terms of this Agreement (the "Additional
      Services").
      Accordingly, the Parties shall execute additional Transition Service Schedules
      for such Additional Services pursuant to Article 2. Except as set forth in
      Section 3.6, the Parties may agree in writing for the provision of Additional
      Services during the term of this Agreement.

    
Thomas/Carleton
      Services Agreement

    
      
        
          
          

        

        
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            4
            -

          
            

          

        

        
          
          

        

      

    

     

    3.6 Obligations
      as To Additional Services.
      Except
      as set forth in the next sentence, each Party shall be obligated to perform,
      at
      a charge determined using the principles for determining fees under Section
      5.1,
      any Additional Service that: (a) was provided by THOMAS in support of the
      Operations immediately prior to the effective date of the Purchase Agreement
      and
      that Carleton reasonably believes was inadvertently or unintentionally omitted
      from the list of Services, or (b) is essential to effectuate an orderly
      transition of THOMAS’ continuing sales and administrative operations at the
      Facility, unless such performance would, in either case, significantly disrupt
      the performing Party’s operations or materially increase the scope of its
      responsibility under this Agreement. If either Party reasonably believes the
      performance of Additional Services required under subparagraphs (a) or (b)
      would
      significantly disrupt its operations or materially increase the scope of its
      responsibility under this Agreement, the Parties shall negotiate in good faith
      to establish terms under which such Additional Services can be provided, but
      neither Party shall be obligated to provide such Additional Services if,
      following good faith negotiation, the Parties are unable to reach agreement
      on
      such terms.

    


    4. Term.
      The
      term
      of this Agreement shall commence on the Effective Date and shall remain in
      effect until one year after the Effective Date (the "Expiration
      Date"),
      unless earlier terminated under Article 7. This Agreement may be extended by
      the
      Parties in writing, either in whole or with respect to one or more of the
      Services; provided, however, that such extension shall only apply to the
      Services for which the Agreement was extended. The Parties shall be deemed
      to
      have extended this Agreement with respect to a specific Service if the
      Transition Service Schedule for such Service specifies a completion date beyond
      the aforementioned Expiration Date. The Parties may agree on an earlier
      expiration date respecting a specific Service by specifying such date on the
      Transition Service Schedule for that Service. Services shall be provided up
      to
      and including the date set forth in the applicable Transition Service Schedule,
      subject to earlier termination as provided herein.

    


    5. Compensation.

    


    5.1 Charges
      for Services.
      Carleton shall pay THOMAS the estimated charges, if any, set forth on the
      Transition Service Schedules for each of the Thomas Services listed therein
      and
      THOMAS shall pay Carleton the estimated charges, if any, set forth on the
      Transition Service Schedules for each of the Carleton Services in each case
      as
      adjusted, from time to time, in accordance with the processes and procedures
      established under Section 5.4 and Section 5.5 hereof. Such charges shall include
      the direct costs, as determined using the process described in such Transition
      Service Schedule, and indirect costs of providing the Services (deemed to be
      10%
      of the direct costs), unless specifically indicated otherwise on a Transition
      Service Schedule. However, if the term of this Agreement is extended beyond
      the
      Expiration Date as provided in Article 4, the costs of Carleton Services and
      Thomas Services shall be increased by 5% annually unless the Transition Service
      Schedule for such Service indicates it is to extend beyond the Expiration Date.
      The Parties also intend for charges to be easy to administer and justify and,
      therefore, they hereby acknowledge it may be counterproductive to try to recover
      every cost, charge or expense, particularly those that are insignificant or
      de
      minimus. The Parties shall use good faith efforts to discuss any situation
      in
      which the actual cost for a particular Service is reasonably expected to exceed
      the estimated charge, if any, set forth on a Transition Service Schedule for
      such Service; provided, however, that the incurrence of charges in excess of
      any
      such charges on such Transition Service Schedule shall not justify stopping
      or
      delaying unreasonably the provision of, or payment for, Services under this
      Agreement.

    
Thomas/Carleton
      Services Agreement

    
      
        
          
          

        

        
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            5
            -

          
            

          

        

        
          
          

        

      

    

     

    5.2 Payment
      Terms.
      Each
      Party shall bill the other monthly for all charges pursuant to this Agreement
      within 15 days following the end of a calendar month. Such bills shall be
      accompanied by reasonable documentation or other reasonable explanation
      supporting such charges. For any given month: (a) if the charges for the
      Carleton Services exceed the charges for the Thomas Services, then THOMAS shall
      pay Carleton the positive difference between the charges for Carleton Services
      and the charges for Thomas Services provided hereunder within 15 days after
      receipt of Carleton’s invoice, or (b) if the charges for the Thomas Services
      exceed the charges for the Carleton Services, then Carleton shall pay THOMAS
      the
      positive difference between the charges for Thomas Services and the charges
      for
      Carleton Services provided hereunder within 15 days after receipt THOMAS’
invoice. Late payments by either Party shall bear interest at the lesser of
      18%
      per annum or the maximum rate allowed by law.

    


    5.3 Performance
      Under Ancillary Agreements.
      Notwithstanding anything to the contrary contained in this Agreement, neither
      Party shall be charged under this Agreement for any obligations that are
      specifically required to be performed under the Purchase Agreement, the OEM
      Agreement or any other Ancillary Agreement, and any such other obligations
      shall
      be performed and charged for (if applicable) in accordance with the terms such
      other Ancillary Agreement.

    


    5.4 Error
      Correction; True-Ups; Accounting.
      The
      Parties shall reasonably agree on a process and procedure for conducting
      internal audits and making adjustments to charges as a result of the movement
      of
      employees and functions between Parties, the discovery of errors or omissions
      in
      charges, as well as a true-up of amounts owed. In no event shall such processes
      and procedures extend beyond two years after completion of a
      Service.

     

    6. General
      Obligations; Standard of Care.

    


    6.1 Performance
      Metrics .
      Subject
      to Sections 3.4 and any other terms and conditions of this Agreement, both
      Parties shall maintain sufficient resources to perform their obligations
      hereunder. Specific performance metrics for a specific Service may be set forth
      in the corresponding Transition Service Schedule. Where none is set forth,
      the
      Parties shall use reasonable efforts to provide Services in accordance with
      the
      policies, procedures and practices in effect before the Effective Date of the
      Purchase Agreement and shall exercise the same care and skill as they exercise
      in performing similar services for themselves.

    


    6.2 Disclaimer
      of Warranties.
      NEITHER
      THOMAS NOR CARLETON MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
      INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES OR OTHER
      DELIVERABLES PROVIDED BY IT HEREUNDER.

    
Thomas/Carleton
      Services Agreement

    
      
        
          
          

        

        
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            6
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    6.3 Transitional
      Nature of Services; Changes.
      The
      Parties acknowledge the transitional nature of the Services and that either
      Party may make changes from time to time in the manner of performing the
      Services if such party is making similar changes in performing similar services
      for itself and furnishes 60 days written notice to the other Party regarding
      such changes.

    


    6.4 Responsibility
      for Errors; Delays.
      Each
      Party’s sole responsibility to the other Party: 

    


    (a) for
      errors or omissions in Services, shall be to furnish correct information,
      payment and/or adjustment in the Services, at no additional cost or expense
      to
      the other Party; provided, each party must promptly advise the other of any
      such
      error or omission of which it becomes aware after having used reasonable efforts
      to detect any such errors or omissions in accordance with the standard of care
      set forth in Section 6.1; and

    


    (b) for
      failure to deliver any Service because of Impracticability, shall be to use
      reasonable efforts, subject to Section 3.3, to make the Services available
      and/or to resume performing the Services as promptly as reasonably
      practicable.

    


    6.5 Good
      Faith Cooperation; Consents.
      The
      Parties will use good faith efforts to cooperate with each other in all matters
      relating to the provision and receipt of Services. Such cooperation shall
      include exchanging information, performing true-ups and adjustments, and
      obtaining all Third Party consents, licenses, sublicenses or approvals necessary
      to permit each Party to perform its obligations hereunder (including by way
      of
      example, not by way of limitation, rights to use Third Party software needed
      for
      the performance of Services). The costs of obtaining such Third Party consents,
      licenses, sublicenses or approvals shall be borne by the Party receiving the
      Services in each case. The Parties will maintain in accordance with their
      standard document retention procedures, documentation supporting the information
      relevant to cost calculations contained in the Transition Service Schedules
      (if
      any) and cooperate with each other in making such information available as
      needed in the event of a tax audit, whether in Canada or any other
      country.

    


    6.6 Alternatives.
      If
      either Party reasonably believes it is unable to provide any Service because
      of
      a failure to obtain necessary consents, licenses, sublicenses or approvals
      pursuant to Section 6.6 or because of Impracticability, the Parties shall
      cooperate to determine the best alternative approach. Until such alternative
      approach is found or the problem otherwise resolved to the satisfaction of
      the
      Parties, either Party shall use reasonable efforts, subject to Section 3.3
      and
      Section 3.4, to continue providing the Service. To the extent an agreed upon
      alternative approach requires payment above and beyond that which is included
      in
      the performing Party’s charge for the Service in question, the Parties shall
      share equally in making any such payment unless they otherwise agree in
      writing.

    


    7. Termination.

    


    7.1 Termination.
      Carleton may terminate this Agreement, either with respect to all or with
      respect to any one or more of the Thomas Services provided hereunder, for any
      reason or for no reason, at any time upon 60 days prior written notice to
      THOMAS. THOMAS may terminate this Agreement, either with respect to all or
      with
      respect to any one or more of the Carleton Services provided hereunder, for
      any
      reason or for no reason, at any time upon 60 days prior written notice to
      Carleton. In addition, subject to the provisions of Article 16 below, either
      Party may terminate this Agreement with respect to a specific Service if the
      other Party materially breaches a material provision with regard to that
      particular Service and does not cure such breach (or does not take reasonable
      steps required under the circumstances to cure such breach going forward) within
      60 days after being given notice of the breach; provided, however, that the
      non-terminating Party may request that the Parties engage in a dispute
      resolution negotiation as specified in Article 16 below prior to termination
      for
      breach.

    
Thomas/Carleton
      Services Agreement

    
      
        
          
          

        

        
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    7.2 Survival.
      Those
      Sections of this Agreement that, by their nature, are intended to survive
      termination will survive in accordance with their terms. Notwithstanding the
      foregoing, in the event of any termination with respect to one or more, but
      less
      than all Services, this Agreement shall continue in full force and effect with
      respect to any Services not terminated hereby.

    


    7.3 User
      Ids, Passwords.
      The
      Parties shall use good faith efforts at the termination or expiration of this
      Agreement or any specific Service hereto to ensure that all applicable user
      IDs
      and passwords, if any, are canceled.

    


    8. Relationship
      Between the Parties. The
      relationship between the Parties established under this Agreement is that of
      independent contractors and neither Party is an employee, agent, partner, or
      joint venturer of or with the other. Each party will be solely responsible
      for
      any employment-related taxes, insurance premiums or other employment benefits
      respecting its personnel’s' performance of Services under this Agreement. Each
      party agrees to grant the other Party’s personnel access to sites, systems and
      information (subject to the provisions of confidentiality in Article 13 below)
      as necessary to perform their obligations hereunder. Each Party’s personnel
      agree to obey any and all security regulations and other published policies
      of
      the other Party.

    


    9. Subcontractors.
      Either
      Party may engage a "Subcontractor" to perform all or any portion of its duties
      under this Agreement, provided that any such Subcontractor agrees in writing
      to
      be bound by confidentiality obligations at least as protective as the terms
      of
      Article 13 regarding confidentiality below, and provided further that such
      Party
      remains responsible for the performance of such Subcontractor. As used in this
      Agreement, "Subcontractor"
      will
      mean any individual, partnership, corporation, firm, association, unincorporated
      organization, joint venture, trust or other entity engaged to perform
      hereunder.

    


    10. Intellectual
      Property.

    


    10.1 Allocation
      of Rights by Ancillary Agreements.
      This
      Agreement and the performance of this Agreement will not affect the ownership
      of
      any copyrights or other intellectual property rights allocated in the Ancillary
      Agreements.

    
Thomas/Carleton
      Services Agreement

    
      
        
          
          

        

        
          -
            8
            -

          
            

          

        

        
          
          

        

      

    

     

    10.2 Existing
      Ownership Rights Unaffected.
      Neither
      Party will gain, by virtue of this Agreement, any rights of ownership of
      copyrights, patents, trade secrets, trademarks or any other intellectual
      property rights owned by the other.

    


    11. Infringement
      Defense. Notwithstanding
      anything to the contrary in Article 13 below, to the extent THOMAS delivers
      or
      licenses any intellectual property to Carleton after the Effective Date in
      performance of this Agreement, THOMAS agrees to defend Carleton and its
      directors, officers, employees and agents against any and all claims, actions
      or
      suits (any of the foregoing, a "Claim")
      incurred by or asserted against Carleton based upon infringement of a Third
      Party patent or other intellectual property right. Carleton agrees to notify
      THOMAS promptly of any Claim and permit THOMAS at THOMAS's expense to defend
      such Claim and will cooperate in the defense thereof. THOMAS agrees to pay
      any
      awards or settlement amounts arising from a Claim. Neither THOMAS nor Carleton
      will enter into or permit any settlement of any such Claim without the express
      written consent of the other Party. Carleton may, at its option and expense,
      have its own counsel participate in any proceeding that is under the direction
      of THOMAS and will cooperate with THOMAS and its insurer in the disposition
      of
      any such matter.

    


    12. Confidentiality
      and Non-Use Obligations.
      During
      the term of this agreement and for a period of 3 years thereafter, the each
      Party shall (i) protect the Confidential Information of the other Party by
      using the same degree of care, but no less than a reasonable degree of care,
      to
      prevent the unauthorized use, dissemination, or publication of the Confidential
      Information as Receiving Party uses to protect its own confidential information
      of a like nature, (ii) not use such Confidential Information in violation
      of any use restriction, and (iii) not disclose such Confidential
      Information to any Third Party, except as expressly permitted under this
      Agreement, in the Transaction Agreements or in any other agreements entered
      into
      between the Parties in writing, without prior written consent of the other
      Party.

    


    13. Limitation
      of Liability. Neither
      Party will be liable to the other for any lost profits, loss of data, loss
      of
      use, cost of cover, business interruption or other special, incidental,
      indirect, punitive or consequential damages, however caused, under any theory
      of
      liability, arising from the performance of, or relating to, this agreement.
      The
      foregoing limitation will not limit THOMAS's obligations with respect to payment
      of damages of any kind included in an award or settlement of a Third Party
      claim
      under any indemnity or infringement defense provisions specified
      herein.

    


    14. Force
      Majeure. Each
      Party will be excused for any failure or delay in performing any of its
      obligations under this Agreement, other than the obligations of either Party
      to
      make certain payments to the other Party pursuant to Article 5 hereof for
      services rendered, if such failure or delay is caused by Force Majeure.
      "Force
      Majeure"
      means
      any act of God or the public enemy, any accident, explosion, fire, storm,
      earthquake, flood, or any other circumstance or event beyond the reasonable
      control of the Party relying upon such circumstance or event.

    
Thomas/Carleton
      Services Agreement

    
      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      

    

     

    15. Dispute
      Resolution.

    


    15.1 Mediation.
      If a
      dispute, controversy or claim ("Dispute")
      arises
      between the Parties relating to the interpretation or performance of this
      Agreement or the Ancillary Agreements, or the grounds for the termination
      hereof, appropriate senior executives of each Party who shall have the authority
      to resolve the matter shall meet to attempt in good faith to negotiate a
      resolution of the Dispute prior to pursuing other available remedies. The
      initial meeting between the appropriate senior executives shall be referred
      to
      herein as the "Dispute
      Resolution Commencement Date."
      Discussions and correspondence relating to trying to resolve such Dispute shall
      be treated as confidential information developed for the purpose of settlement
      and shall be exempt from discovery or production and shall not be admissible.
      If
      the senior executives are unable to resolve the Dispute within 30 days from
      the
      Dispute Resolution Commencement Date, and either Party wishes to pursue its
      rights relating to such Dispute, then the Dispute will be mediated by a mutually
      acceptable mediator appointed pursuant to the mediation rules of New York within
      30 days after written notice by one Party to the other demanding non-binding
      mediation. Neither Party may unreasonably withhold consent to the selection
      of a
      mediator or the location of the mediation. Both Parties will share the costs
      of
      the mediation equally, except that each Party shall bear its own costs and
      expenses, including attorney's fees, witness fees, travel expenses, and
      preparation costs. The Parties may also agree to replace mediation with some
      other form of non-binding or binding ADR [need to define this
      acronym].

    


    15.2 Arbitration.
      Any
      Dispute which the Parties cannot resolve through mediation within 90 days of
      the
      Dispute Resolution Commencement Date, unless otherwise mutually agreed, shall
      be
      submitted to final and binding arbitration under the then current Commercial
      Arbitration Rules of the American Arbitration Association ("AAA"),
      by
      three arbitrators in New York City, New York. Such arbitrators shall be selected
      by the mutual agreement of the Parties or, failing such agreement, shall be
      selected according to the aforesaid AAA rules. The arbitrators will be
      instructed to prepare and deliver a written, reasoned opinion stating their
      decision within 30 days of the completion of the arbitration. The prevailing
      Party in such arbitration shall be entitled to expenses, including costs and
      reasonable attorneys' and other professional fees, incurred in connection with
      the arbitration (but excluding any costs and fees associated with prior
      negotiation or mediation). The decision of the arbitrator shall be final and
      non-appealable and may be enforced in any court of competent jurisdiction.
      The
      use of any ADR procedures will not be construed under the doctrine of laches,
      waiver or estoppel to adversely affect the rights of either Party.

    


    15.3 Court
      Action.
      Any
      Dispute regarding the following is not required to be negotiated, mediated
      or
      arbitrated prior to seeking relief from a court of competent jurisdiction:
      breach of any obligation of confidentiality; infringement, misappropriation,
      or
      misuse of any intellectual property right; any other claim where interim relief
      from the court is sought to prevent serious and irreparable injury to one of
      the
      Parties or to others. However, the Parties to the Dispute shall make a good
      faith effort to negotiate and mediate such Dispute, according to the above
      procedures, while such court action is pending.

     

    Thomas/Carleton
      Services Agreement

    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    

     

    15.4 Continuity
      of Service and Performance.
      Unless
      otherwise agreed in writing, the Parties will continue to provide service and
      honor all other commitments under this Agreement and each Ancillary Agreement
      during the course of dispute resolution pursuant to the provisions of this
      Article 16 with respect to all matters not subject to such dispute, controversy
      or claim.

    


    16. Miscellaneous.

    


    16.1 Entire
      Agreement.
      This
      Agreement and the other Ancillary Agreements and the Exhibits and Schedules
      referenced or attached hereto and thereto constitute the entire agreement
      between the Parties with respect to the subject matter hereof and thereof and
      shall supersede all prior written and oral and all contemporaneous oral
      agreements and understandings with respect to the subject matter hereof and
      thereof.

    


    16.2 Governing
      Law.
      This
      Agreement shall be construed in accordance with and all Disputes hereunder
      shall
      be governed by the laws of the Province of New Brunswick, excluding its conflict
      of law rules. 

    


    16.3 Descriptive
      Headings.
      The
      headings contained in this Agreement, in any Exhibit or Schedule hereto and
      in
      the table of contents to this Agreement are for reference purposes only and
      shall not affect in any way the meaning or interpretation of this Agreement.
      Any
      capitalized term used in any Exhibit or Schedule but not otherwise defined
      therein, shall have the meaning assigned to such term in this Agreement. When
      a
      reference is made in this Agreement to an Article or a Section, Exhibit or
      Schedule, such reference shall be to an Article or Section of, or an Exhibit
      or
      Schedule to, this Agreement unless otherwise indicated.

    


    16.4 Notices.
      Notices, offers, requests, or other communications required or permitted to
      be
      given by either Party pursuant to the terms of this Agreement shall be given
      in
      writing to the respective Parties to the following addresses:

    


    If
      to
      THOMAS:

    


    Thomas
      Equipment, Inc.

     

    _________________________

    Attention:
      ________________

    Fax:
      (_____) ______________

    


    With
      a
      copy to:

    


    Osiris
      Corporation

    14705
      California St, Suite #5

    Omaha,
      NE
      68154 USA

    Attention:
      Greg Duman, CFO

    Fax:
      (402) 934-2021


    Thomas/Carleton
      Services Agreement

      
        
          
          

        

        
          - 11 -

          
            

          

        

        
          
          

        

      

    

    


    If
      to
      Carleton:

    


    Carleton
      International, Inc.

    ____________________

    ____________________

    Attention:
      Michael Luther, CEO

    Fax:
      (_____) ______________

    


    or
      to
      such other address as the Party to whom notice is given may have previously
      furnished to the other in writing as provided herein. Any notice involving
      non-performance, termination, or renewal shall be sent by hand delivery or
      recognized overnight courier. All other notices may also be sent by fax,
      confirmed by first class mail. All notices shall be deemed to have been given
      and received on the earlier of actual delivery or five days from the date of
      postmark.

    


    16.5 Nonassignability.
      Except
      as specifically permitted under Article 10 above, neither Party may, directly
      or
      indirectly, in whole or in part, whether by operation of law or otherwise,
      assign or transfer this Agreement, without the other Party’s prior written
      consent, and any attempted assignment, transfer or delegation without such
      prior
      written consent shall be voidable at the sole option of such other Party.
      Notwithstanding the foregoing, each Party (or it’s permitted successive
      assignees or transferees hereunder) may assign or transfer this Agreement as
      a
      whole without consent to an entity that succeeds to all or substantially all
      of
      the business or assets of such Party. Without limiting the foregoing, this
      Agreement will be binding upon and inure to the benefit of the Parties and
      their
      permitted successors and assigns.

    


    16.6 Severability.
      If any
      term or other provision of this Agreement is determined by a court,
      administrative agency or arbitrator to be invalid, illegal or incapable of
      being
      enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement will nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      is
      not affected in any manner materially adverse to any Party. Upon such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the Parties shall negotiate in good faith to modify this
      Agreement so as to effect the original intent of the Parties as closely as
      possible in an acceptable manner to the end that transactions contemplated
      hereby are fulfilled to the fullest extent possible.

    


    16.7 Failure
      or Indulgence Not Waiver; Remedies Cumulative.
      If any
      term or other provision of this Agreement or the Exhibits or Schedules attached
      hereto is determined by a court, administrative agency or arbitrator to be
      invalid, illegal or incapable of being enforced by any rule of law or public
      policy, all other conditions and provisions of this Agreement shall nevertheless
      remain in full force and effect so long as the economic or legal substance
      of
      the transactions contemplated hereby is not affected in any manner materially
      adverse to either Party. Upon such determination that any term or other
      provision is invalid, illegal or incapable of being enforced, the Parties hereto
      shall negotiate in good faith to modify this Agreement so as to effect the
      original intent of the Parties as closely as possible in an acceptable manner
      to
      the end that transactions contemplated hereby are fulfilled to the fullest
      extent possible.


    Thomas/Carleton
      Services Agreement

      
        
          
          

        

        
          - 12 -

          
            

          

        

        
          
          

        

      

    

    


    16.8 Amendment.
      No
      change or amendment will be made to this Agreement except by an instrument
      in
      writing signed on behalf of each of the Parties to such agreement.

    


    The
      Parties have executed and delivered this Agreement as of the date set forth
      in
      the first sentence of this Agreement.

    


    
      	
              THOMAS
                EQUIPMENT, INC.

            
	 	 
	
              By:
                

            	
              /s/
                PETTER M. ETHOLM

            
	 	
              Name:
                Petter M. Etholm

            
	 	
              Title:
                CEO

            
	 	 
	
              CARLETON
                INTERNATIONAL, INC.

            
	 	 
	
              By:
                

            	
              /s/
                MICHAEL S. LUTHER

            
	 	
              Name:
                Michael Luther

            
	 	
              Title:EVP

            


    


    Thomas/Carleton
      Services Agreement

      
        
          
          

        

        
          - 13 -

          
            

          

        

        
          
          

        

      

    

     

    TRANSITION
      SERVICE SCHEDULES

    


    The
      following Transition Service Schedules are made part of this
      Agreement:

    


    
      	
              THOMAS
                SCHEDULES

            	 
	 	 
	
              SERVICES
                SCHEDULE T-1

            	 
	 	
              Finance,
                Administration and IT Services

            
	
              SERVICES
                SCHEDULE T-2

            	 
	 	
              Engineering
                Services

            
	
              SERVICES
                SCHEDULE T-3

            	 
	 	
              Management
                Services

            
	
              SERVICES
                SCHEDULE T-4

            	 
	 	
              Customer
                Support and Order Processing Services

            
	
              SERVICES
                SCHEDULE T-5

            	 
	 	
              Computer
                and Workstation Usage

            
	
              SERVICES
                SCHEDULE T-6

            	 
	 	
              Office
                Equipment and Supplies

            
	 	 
	
              CARLETON
                SCHEDULES

            	 
	 	 
	
              SERVICES
                SCHEDULE C-1

            	 
	 	
              Internet
                and Communications Services

            


    


    
      
        
        

      

      
        -
          14 -

        
          

        

      

      
        
        

      

    

    


    SERVICES
      SCHEDULE T-1

    Finance,
      Administration and IT Services

    


    
      	
              Description
                of Service:

            	
              Finance,
                Administration and IT Services

            
	 	 
	
              Service
                Provider:

            	
              THOMAS

            
	 	 
	
              Key
                Elements:

            	
              General
                ledger processing and account reconciliations;

            
	 	 
	 	
              Preparation
                of monthly internal financial statements;

            
	 	 
	 	
              Invoice
                preparation and cash posting for customer accounts;

            
	 	 
	 	
              Monitoring
                of customer credit and collections; 

            
	 	 
	 	
              Invoice
                processing and check preparation for vendor
                transactions;

            
	 	 
	 	
              Payroll
                Administration (including governmental and regulatory
                reporting);

            
	 	 
	 	
              Human
                Resources administration (including employee additions, deletions
                and
                changes; pay rate changes; benefit plan administration; and related
                regulatory filings); 

            
	 	 
	 	
              Maintenance
                and programming services related to software applications utilized
                in the
                provision of these Services, and

            
	 	 
	 	
              General
                business administration (including premises management, coordination
                and
                administration of business insurance policies and plans, credit
                administration and new customer qualification, and regulatory filings
                related to business operations and qualifications).

            
	 	 
	
              Specific
                Exclusions:

            	
              The
                Estimated Fees detailed below for the Thomas Services described on
                this
                schedule specifically exclude any and all of the following, which
                will be
                borne directly by Carleton:

            
	 	 
	 	
              Third
                Party software license fees or similar charges assessable due to
                the
                provision of these Services;

            


    


    Thomas/Carleton
      Services Agreement

      
        
          
          

        

        
          - 15 -

          
            

          

        

        
          
          

        

      

    

    


    SERVICES
      SCHEDULE T-1

    


    
      	 	
              Fees
                assessed by any Third Party (other than contractors of THOMAS included
                in
                the Estimated Fees detailed in this Schedule) for professional services
                rendered with respect to any Carleton activity or regulatory filing,
                including all legal fees, professional service fees charges by outside
                accountants;

            
	 	 
	 	
              Commissions
                to any Third Party due with respect to any activity undertaken on
                Carleton’s behalf; and

            
	 	 
	 	
              Any
                other charge, fee or expense of any description levied by a Third
                party as
                the proximate result of the provision of the services outlined in
                this
                schedule.

            
	 	 
	
              Activities
                Not

            	 
	
              Undertaken:

            	
              THOMAS
                shall not be responsible under this Schedule to perform any of the
                following activities:

            
	 	 
	 	
              Determination
                of amounts to be paid to any Third Party or the dates of such payments.
                Carleton has sole responsibility for these decisions and the communication
                of them to THOMAS in an agreed-upon manner to facilitate check
                preparation;

            
	 	 
	 	
              Authorization
                of any pay changes or additions to Carleton’s payroll. Such changes shall
                be approved in writing by an authorized representative of Carleton
                prior
                to processing;

            
	 	 
	 	
              Ordering
                any goods or services on Carleton’s behalf or for their
                account;

            
	 	 
	 	
              Handling
                of any customer payments. Carleton shall make arrangements for the
                segregation of all incoming cash and customer payments in any form
                and
                provide sufficient details of them to THOMAS to facilitate the related
                processing and accounting processes; or

            
	 	 
	 	
              Acting
                as an authorized representative of Carleton in any
                capacity.

            


    

     

    Thomas/Carleton
      Services Agreement

    
      
        
        

      

      
        -
          16 -

        
          

        

      

      
        
        

      

    

     

    SERVICES
      SCHEDULE T-1

    


    Estimated
      Fees:

     

    
      
        	
                EMPLOYEE

              	 	
                 

              	 	
                 

              	 	
                MONTHLY 

              	 	
                 

              	 	
                 

              	 	
                Carleton

              	 	
                Direct

              	 	
                Indirect 

              	 	
                ESTIMATED
                  

              	 
	
                NUMBER

              	 	
                EMPLOYEE NAME

              	 	
                DEPT

              	 	
                SALARY
                  

              	 	
                Levies

              	 	
                Total

              	 	
                Allocation

              	 	
                Cost

              	 	
                Cost

              	 	
                FEES

              	 
	
                105237
                  

              	 	 	
                HODGSON,
                  DAVID

              	 	 	
                FINANCE/ADMIN

              	 	 	
                8,667
                  

              	 	 	
                1,733
                  

              	 	 	
                10,400
                  

              	 	 	
                50

              	
                %

              	 	
                5,200
                  

              	 	 	
                520
                  

              	 	 	
                5,720
                  

              	 
	
                Contract

              	 	 	
                PAGET,
                  JIM

              	 	 	
                FINANCE/ADMIN

              	 	 	
                7,583
                  

              	 	 	
                
                

              	 	 	
                7,583
                  

              	 	 	
                90

              	
                %

              	 	
                6,825
                  

              	 	 	
                683
                  

              	 	 	
                7,508
                  

              	 
	
                Contract

              	 	 	
                BISSETTE,
                  CHRIS

              	 	 	
                FINANCE/ADMIN

              	 	 	
                6,500
                  

              	 	 	
                
                

              	 	 	
                6,500
                  

              	 	 	
                50

              	
                %

              	 	
                3,250
                  

              	 	 	
                325
                  

              	 	 	
                3,575
                  

              	 
	
                Contract

              	 	 	
                DAVENPORT,
                  PAULA

              	 	 	
                FINANCE/ADMIN

              	 	 	
                3,125
                  

              	 	 	
                
                

              	 	 	
                3,125
                  

              	 	 	
                25

              	
                %

              	 	
                781
                  

              	 	 	
                78
                  

              	 	 	
                859
                  

              	 
	
                15050
                  

              	 	 	
                MONTEITH,
                  ROXANNE

              	 	 	
                FINANCE/ADMIN

              	 	 	
                2,847
                  

              	 	 	
                569
                  

              	 	 	
                3,417
                  

              	 	 	
                75

              	
                %

              	 	
                2,562
                  

              	 	 	
                256
                  

              	 	 	
                2,819
                  

              	 
	
                973
                  

              	 	 	
                HUNTER,
                  SUSAN

              	 	 	
                FINANCE/ADMIN

              	 	 	
                2,833
                  

              	 	 	
                567
                  

              	 	 	
                3,400
                  

              	 	 	
                80

              	
                %

              	 	
                2,720
                  

              	 	 	
                272
                  

              	 	 	
                2,992
                  

              	 
	
                105225
                  

              	 	 	
                KINNEY,
                  CYNTHIA

              	 	 	
                FINANCE/ADMIN

              	 	 	
                2,500
                  

              	 	 	
                500
                  

              	 	 	
                3,000
                  

              	 	 	
                10

              	
                %

              	 	
                300
                  

              	 	 	
                30
                  

              	 	 	
                330
                  

              	 
	
                10061747
                  

              	 	 	
                ROSS,
                  NATALIE

              	 	 	
                FINANCE/ADMIN

              	 	 	
                1,917
                  

              	 	 	
                383
                  

              	 	 	
                2,300
                  

              	 	 	
                10

              	
                %

              	 	
                230
                  

              	 	 	
                23
                  

              	 	 	
                253
                  

              	 
	
                13230
                  

              	 	 	
                DEMERCHANT,
                  PAUL

              	 	 	
                IT

              	 	 	
                6,250
                  

              	 	 	
                1,250
                  

              	 	 	
                7,500
                  

              	 	 	
                75

              	
                %

              	 	
                5,625
                  

              	 	 	
                563
                  

              	 	 	
                6,188
                  

              	 
	
                19730
                  

              	 	 	
                WASSON,
                  DARRIN

              	 	 	
                PURCHASING

              	 	 	
                3,400
                  

              	 	 	
                680
                  

              	 	 	
                4,080
                  

              	 	 	
                0

              	
                %

              	 	
                -
                  

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	
                105259
                  

              	 	 	
                DEMERCHANT,
                  RHONDA

              	 	 	
                PURCHASING

              	 	 	
                2,917
                  

              	 	 	
                583
                  

              	 	 	
                3,500
                  

              	 	 	
                0

              	
                %

              	 	
                -
                  

              	 	 	
                -
                  

              	 	 	
                -
                  

              	 
	
                 

              	 	 	
                
                

              	 	 	
                
                

              	 	 	
                
                

              	 	 	
                
                

              	 	 	 	 	 	
                Total
                  Estimated Fees

              	 	 	 	 	 	
                
                

              	 	 	
                30,243
                  

              	 


      

    

    


    
      	
              Note:
                

            	
              The
                Parties agree that the percentage allocations above shall be reviewed
                and
                adjusted, if necessary, as of October 1, 2008. Staff additions, deletions
                and salary changes for personnel providing Services under this schedule
                shall be reflected currently and prospectively as further adjustments
                to
                the Estimate Fees.

            


    

    

      Thomas/Carleton
        Services Agreement

    

    
      
        
        

      

      
        -
          17 -

        
          

        

      

      
        
        

      

    

     

    SERVICES
      SCHEDULE T-2

    Engineering
      Services

    


    
      	
              Description
                of Service:

            	
              Engineering
                Services

            
	 	 
	
              Service
                Provider:

            	
              THOMAS

            
	 	 
	
              Key
                Elements:

            	
              Engineering
                and design-related services performed with respect to the manufacture
                of
                skid steers and other equipment by Carleton to the extent such services
                are not required to be provided under the terms of an Ancillary Agreement.
                

            
	 	 
	 	 
	
              Specific
                Exclusions:

            	
              None

            
	 	 
	 	 
	
              Estimated
                Fees:

            	
              Fees
                for Services provided under this Schedule B will be based on the
                hourly
                rates for THOMAS employees as set forth
                below:

            


    

    


    
      	
              Brian
                Barton

            	
              C$
                120 per hour

            
	
              Barry
                Blaney

            	
              C$
                60 per hour

            
	
              Tony
                Pelkey

            	
              C$
                50 per hour

            
	
              Edward
                Gascoigne 

            	
              C$
                40 per hour

            


    

    


    
      	
              Note:
                

            	
              The
                Parties agree that staff additions, deletions and salary changes
                for
                personnel providing Services under this schedule shall be reflected
                currently and prospectively as further adjustments to the Estimated
                Fees.

            


    


    Thomas/Carleton
      Services Agreement

      
        
          
          

        

        
          - 18 -

          
            

          

        

        
          
          

        

      

    

    


    SERVICES
      SCHEDULE T-3

    Management
      Services

    


    
      	
              Description
                of Service:

            	
              Management
                Services

            
	 	 
	
              Service
                Provider:

            	
              THOMAS

            
	 	 
	
              Key
                Elements:

            	
              Executive,
                financial and administrative services provided by representatives
                of
                THOMAS and / or its affiliated companies not required to be provided
                under
                the terms of this Agreement or an Ancillary agreement.

            
	 	 
	 	 
	
              Specific
                Exclusions:

            	
              None

            
	 	 
	 	 
	
              Estimated
                Fees:

            	
              Fees
                for Services provided under this Schedule B will be based on the
                hourly
                rates for THOMAS employees as set forth
                below:

            


    

    


    
      	
              Petter
                Etholm

            	
              C$
                250 per hour

            
	
              Ilan
                Danielli

            	
              C$
                150 per hour

            
	
              Greg
                Duman

            	
              C$
                150 per hour

            
	
              Matt
                McKain 

            	
              C$
                125 per hour

            
	
              Gilbert
                Bedard

            	
              C$
                125 per hour

            
	
              M.J.
                Clark

            	
              C$
                125 per hour

            
	
              Mitch
                Murphy

            	
              C$
                90 per hour

            
	
              Brian
                Giberson

            	
              C$
                90 per hour

            


    

    


    
      	
              Note:
                

            	
              The
                Parties agree that staff additions, deletions and salary changes
                for
                personnel providing Services under this schedule shall be reflected
                currently and prospectively as further adjustments to the Estimated
                Fees.

            


    


    Thomas/Carleton
      Services Agreement

      
        
          
          

        

        
          -
            19 -

          
            

          

        

        
          
          

        

      



    SERVICES
      SCHEDULE T-4

    Customer
      Support and Order Processing Services

    


    
      	
              Description
                of Service:

            	
              Customer
                Support and Order Processing Services

            
	 	 
	
              Service
                Provider:

            	
              THOMAS

            
	 	 
	
              Key
                Elements:

            	
              Customer
                telephone support, order processing, sales administration, commission
                calculation and warranty administration.

            
	 	 
	
              Specific
                Exclusions:

            	
              None.

            


    

    


    Estimated
      Fees:

    

      
        	
                EMPL.

              	 	
                 

              	 	
                 

              	 	
                MONTHLY
                  

              	 	
                 

              	 	
                 

              	 	
                Carleton

              	 	
                Direct

              	 	
                Indirect
                  

              	 	
                ESTIMATED
                  

              	 
	
                NUMBER

              	 	
                EMPLOYEE NAME

              	 	
                DEPT

              	 	
                SALARY
                  

              	 	
                Levies

              	 	
                Total

              	 	
                Allocation

              	 	
                Cost

              	 	
                Cost

              	 	
                FEES

              	 
	
                105141
                  

              	 	 	
                DROST,
                  TERESA

              	 	 	
                CUSTOMER
                  SERVICE

              	 	 	
                3,167
                  

              	 	 	
                633
                  

              	 	 	
                3,800
                  

              	 	 	
                10

              	
                %

              	 	
                380
                  

              	 	 	
                38
                  

              	 	 	
                418
                  

              	 
	
                13760
                  

              	 	 	
                FOSTER,
                  JODY

              	 	 	
                CUSTOMER
                  SERVICE

              	 	 	
                3,106
                  

              	 	 	
                621
                  

              	 	 	
                3,727
                  

              	 	 	
                10

              	
                %

              	 	
                373
                  

              	 	 	
                37
                  

              	 	 	
                410
                  

              	 
	
                10550
                  

              	 	 	
                WAUGH,
                  DANIELLE

              	 	 	
                CUSTOMER
                  SERVICE

              	 	 	
                2,417
                  

              	 	 	
                483
                  

              	 	 	
                2,900
                  

              	 	 	
                10

              	
                %

              	 	
                290
                  

              	 	 	
                29
                  

              	 	 	
                319
                  

              	 
	
                105055
                  

              	 	 	
                ORSER,
                  SANDRA 

              	 	 	
                CUSTOMER
                  SERVICE

              	 	 	
                2,125
                  

              	 	 	
                425
                  

              	 	 	
                2,550
                  

              	 	 	
                10

              	
                %

              	 	
                255
                  

              	 	 	
                26
                  

              	 	 	
                281
                  

              	 
	
                105254
                  

              	 	 	
                BUSHBY,
                  SARA

              	 	 	
                CUSTOMER
                  SERVICE

              	 	 	
                2,125
                  

              	 	 	
                425
                  

              	 	 	
                2,550
                  

              	 	 	
                10

              	
                %

              	 	
                255
                  

              	 	 	
                26
                  

              	 	 	
                281
                  

              	 
	
                105227
                  

              	 	 	
                SWIM,
                  SHARON

              	 	 	
                CUSTOMER
                  SERVICE

              	 	 	
                2,000
                  

              	 	 	
                400
                  

              	 	 	
                2,400
                  

              	 	 	
                10

              	
                %

              	 	
                240
                  

              	 	 	
                24
                  

              	 	 	
                264
                  

              	 
	
                19091
                  

              	 	 	
                TRECARTIN,
                  PATRICIA

              	 	 	
                CUSTOMER
                  SERVICE

              	 	 	
                1,917
                  

              	 	 	
                383
                  

              	 	 	
                2,300
                  

              	 	 	
                10

              	
                %

              	 	
                230
                  

              	 	 	
                23
                  

              	 	 	
                253
                  

              	 
	
                10375
                  

              	 	 	
                BELL,
                  DEBBIE

              	 	 	
                CUSTOMER
                  SERVICE

              	 	 	
                1,833
                  

              	 	 	
                367
                  

              	 	 	
                2,200
                  

              	 	 	
                10

              	
                %

              	 	
                220
                  

              	 	 	
                22
                  

              	 	 	
                242
                  

              	 
	
                105008
                  

              	 	 	
                CLARK,
                  MARY JANE

              	 	 	
                SALES

              	 	 	
                5,850
                  

              	 	 	
                1,170
                  

              	 	 	
                7,020
                  

              	 	 	
                10

              	
                %

              	 	
                702
                  

              	 	 	
                70
                  

              	 	 	
                772
                  

              	 
	
                 

              	 	 	
                
                

              	 	 	
                
                

              	 	 	
                
                

              	 	 	
                
                

              	 	 	
                
                

              	 	 	
                Total
                  Estimated Fees

              	 	 	 	 	 	
              	 	 	
                3,239
                  

              	 


      

    

    


    
      	Note:	
              The
                Parties agree that the percentage allocations above shall be reviewed
                and
                adjusted, if necessary, as of October 1, 2008. Staff additions, deletions
                and salary changes for personnel providing Services under this schedule
                shall be reflected currently and prospectively as further adjustments
                to
                the Estimate Fees.

            


    


    Thomas/Carleton
      Services Agreement

      
        
          
          

        

        
          -
            20 -

          
            

          

        

        
          
          

        

      



    SERVICES
      SCHEDULE T-5

    Computer
      and Workstation Usage

     

    
      	
              Description
                of Service:

            	
              Computer
                and Workstation Usage

            
	 	 
	
              Service
                Provider:

            	
              THOMAS

            
	 	 
	
              Key
                Elements:

            	
              Provision
                of servers, workstations, application software (if any), operating
                system
                software and support.

            
	 	 
	
              Specific
                Exclusions:

            	
              The
                Estimated Fees detailed below for the Thomas Services described on
                this
                schedule specifically exclude Third Party software license fees or
                similar
                charges assessable due to the provision of these Services,
                which
                will be borne directly by Carleton.

            
	 	 
	
              Estimated
                Fees:

            	
               C$
                1,500 per month, based on a 50%, usage-based, allocation.

            


    

    


    
      	
              Note:
                

            	
              The
                parties agree that the Estimated Fees under this Schedule are subject
                to
                review and adjustment on or after October 1, 2008 based on actual
                costs
                and usage based on the number of users and
                workstations.

            


    


    Thomas/Carleton
      Services Agreement

      
        
          
          

        

        
          - 21 -

          
            

          

        

        
          
          

        

      

    

    


    SERVICES
      SCHEDULE T-6

    Office
      Equipment and Supplies

    


    
      	
              Description
                of Service:

            	
              Office
                Equipment and Supplies

            
	 	 
	
              Service
                Provider:

            	
              THOMAS

            
	 	 
	
              Key
                Elements:

            	
              Provision
                of duplication and printing equipment and office
                supplies.

            
	 	 
	
              Specific
                Exclusions:

            	
              None.

            
	 	 
	
              Estimated
                Fees:

            	
               C$
                200 per month, based on a 30%, usage-based, allocation.

            


    

    


    
      	
              Note:
                

            	
              The
                parties agree that the Estimated Fees under this Schedule are subject
                to
                review and adjustment on or after October 1, 2008 based on actual
                costs
                and usage.

            


    


    Thomas/Carleton
      Services Agreement

      
        
          
          

        

        
          - 22 -

          
            

          

        

        
          
          

        

      

    

     

    SERVICES
      SCHEDULE C-1

    Internet
      and Communications Services

    


    
      	
              Description
                of Service:

            	
              Internet
                and Communications Services

            
	 	 
	
              Service
                Provider:

            	
              Carleton

            
	 	 
	
              Key
                Elements:

            	
              Provision
                of telephone systems, communications hardware, computer and internet
                connectivity and technical support personnel for such systems and
                THOMAS’
                network equipment and infrastructure.

            
	 	 
	
              Specific
                Exclusions:

            	
              Cell
                phone charges, which will be borne exclusively by THOMAS for THOMAS
                employees

            
	 	 
	
              Estimated
                Fees:

            	
               C$
                5,900 per month, based on a 70%, usage-based, allocation.

            


    

    


    
      	
              Note:
                

            	
              The
                parties agree that the Estimated Fees under this Schedule are subject
                to
                review and adjustment on or after October 1, 2008 based on actual
                costs
                and usage.

            


    


    Thomas/Carleton
      Services Agreement

      
        
          
          

        

        
          - 23 -