EXHIBIT 10.1

            This Agreement made as of the 3rd day of February, 2005.

BY AND BETWEEN:

                    HYUNDAI HEAVY  INDUSTRIES  CO., LTD. a corporation
                    incorporated  under  the laws of  Korea,  with its
                    principal   place  of   business   located   at  1
                    Cheonha-Dong, Dong-Ku, Ulsan, Korea.

                    (hereinafter called "HHI")

                                           - and -

                    THOMAS EQUIPMENT 2004 INC. (THOMAS  EQUIPMENT 2004
                    INC.    INCLUDES   THOMAS   EQUIPMENT   INC.),   a
                    corporation  incorporated  under  the  laws of the
                    Province  of New  Brunswick,  with  its  principal
                    place  of  business   located  at  Hawkins   Road,
                    Centreville, New Brunswick, Canada, E0J 1H0

                    (hereinafter called "THOMAS")

BACKGROUND

1. THOMAS is engaged in the business of the  manufacture,  distribution,  supply
and sale of both private label brand and THOMAS brand skid loaders,  spare parts
and accessories therefore;

2. HHI wishes to obtain  (a) from  THOMAS,  supply of  private  label skid steer
loaders  and spare  parts.  ("Products")  The Skid  Loaders to be painted in HHI
colours as  designated  from time to time (b) the right to  distribute  and sell
throughout  the  Territory  (as defined  hereinafter)  such  equipment and spare
parts; and,

3. HHI has appointed THOMAS as exclusive supplier of the said EQUIPMENT. However
HHI  reserves  right to sell its own brand Skid Steer  Loaders,  spare parts and
accessories therefore worldwide.

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

1. INTERPRETATION

1.1 Definitions:  For the purposes of this Agreement,  the following terms shall
have the following meanings:

"Agreement" means this Agreement together with all schedules attached hereto.

"Dealer" means an authorized dealer of HHI.

"Order"  means any  purchase  order  issued by HHI to  THOMAS  pursuant  to this
Agreement.
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"Parts and  Accessories"  respectively  shall mean the parts and accessories for
the Thomas Skid Loaders as designated under this Agreement.

"Products" shall mean all Thomas  Manufactured  Products,  Parts and Accessories
and Thomas Packaging.

"Territory" shall mean all countries and territories in the world.

"Trade-Marks"  means those  trade-marks,  certification  marks and/or trade name
rights which are listed on Schedule "B" attached to this Agreement.

"Thomas  Packaging"  means all  packaging  for Thomas  Skid  Loaders,  including
decals, labels, sales material and literature,  parts manuals,  service manuals,
operating manuals, technical literature and warranty cards.

1.2 Trade terms: Trade terms shall, where appropriate and where not inconsistent
with the provisions of this  Agreement,  be  interpreted in accordance  with the
International  Rules of the  Interpretation  of Trade Terms of the International
Chamber of Commerce (Incoterms, 2000).

1.3 Number, Gender,  Headings:  All words used in this Agreement,  regardless of
the number and  gender in which  they are used,  shall be deemed to include  any
other number and any other gender as the context or sense of this  Agreement may
require. Headings used herein are inserted for convenience of reference only and
do not form part of this Agreement.

1.4 Currency:  Unless specified otherwise, all monetary amounts are expressed in
US $.

1.5 Schedules:  The following  Schedules are incorporated  into and form part of
this Agreement:

         Schedule "A"               -            List of Products
         Schedule "B"               -            Thomas Trade-Marks
         Schedule "C"               -            Prices
         Schedule "D"               -            Form of Letter of Credit
         Schedule "E"               -            Terms and Conditions
         Schedule "F"               -            Form of THOMAS Warranty

1.6 In case of conflict between this main Agreement and the Schedule,  this main
Agreement shall prevail.


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                                     PART I
                  PURCHASE AND SUPPLY OF PRIVATE LABEL PRODUCTS

2. PURCHASE AND SUPPLY

2.1 HHI and Thomas agree that Thomas shall be the exclusive  supplier to HHI for
distribution  and sale  throughout the Territory,  the quantities of Products so
ordered by HHI on the terms and conditions contained herein. Notwithstanding the
foregoing,  HHI shall not be obligated  to purchase any minimum  quantity of the
Products.

2.2 HHI may  issue,  from time to time,  to  THOMAS,  Orders,  which  will be in
writing.

3. QUALITY CONTROL

3.1 The first unit of each of the Products delivered  hereunder,  which has been
approved and accepted by Thomas shall be considered  by Thomas as a sample,  and
such sample shall be used as a master  quality  control  guide against which all
production runs will be checked for quality control.

3.2 All Products  supplied  pursuant to this  Agreement  shall be of the highest
grade and  quality  and shall  conform  strictly  to the  samples  accepted  and
approved by Thomas, from time to time, hereunder.

3.3  Inspection  standards will be established in order to maintain high quality
Products.  THOMAS  shall comply with the  inspection  standards  established  or
approved by HHI.

3.4 THOMAS will submit to HHI all  production,  functional  and quality  control
test  reports  and  other  data as may be  requested  by HHI  from  time to time
concerning the Products.

4. DESIGN CONTROL

4.1 HHI shall not make any changes in the specifications, design, manufacture or
composition of any Products ordered hereunder without the prior written approval
of Thomas.

5. SPECIFICATIONS / PACKAGING

5.1 THOMAS  warrants  and agrees  that all  Products  supplied  hereunder  shall
conform strictly with the samples of each of the Products  furnished pursuant to
Section  3.1 hereof and in  particular  the  quality  of the  Products  supplied
hereunder  shall meet or surpass the quality of such sample  Products.  Further,
all Products supplied hereunder shall be in strict compliance with all

      (i)   specifications,  samples,  standards and designs approved in writing
            by HHI and HHI  will not  unreasonably  reject  any  specifications,
            samples, standards and designs;

      (ii)  applicable laws, regulations (engine emission, CE, EPA, etc), orders
            and standards in the Territory, including, without limitation, those
            applicable to the manufacture, quality, durability,  representations
            and warranties and labeling thereof;


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      (iii) required  specifications  and shall have received all  non-voluntary
            certifications  or  approvals  and  have  successfully   passed  all
            applicable testing requirements; and,

      (iv)  ROPS  (Rollover  Protective  Structure)  and  FOPS  (Falling  Object
            Structure) certifications for canopies and cabs.

      Respecting subsections 5.1(ii) and (iii) hereof, HHI will assist THOMAS in
determining such applicable laws, regulations, orders and standards and required
specifications,  certifications  and approvals (the  "Applicable  Standards") in
those  jurisdictions in the Territory where THOMAS's  products are not currently
being  distributed,  provided,  however,  that THOMAS shall be  responsible  for
determining the Applicable  Standards in Canada, the United States and Australia
where the THOMAS brand products are now being distributed.

5.2 THOMAS will provide ROPS and FOPS certifications for canopies and cabs.

5.4 THOMAS shall paint the Skid Steer  Loaders in the colour as designated to be
HHI brand.  HHI shall  furnish all colour  specification  as required by THOMAS.
Thomas will install Hyundai decal on the products instead of Thomas decals.  HHI
shall  provide  Thomas  with  designs  of such  decals  in order  for  Thomas to
manufacture  or  purchase.  Thomas  shall  not use the  foregoing  for any other
purpose except for supplying the products to HHI.

6. THOMAS TRADE-MARKS

6.1 HHI acknowledges that the trade-marks "Thomas",  "Thomas Design", "T Design"
and "T Bear Design", are trade-marks of Thomas. It is understood and agreed that
HHI has no proprietary  interest in, or right to, any trade-mark,  trade name or
logo used by Thomas and that all such Trade-Marks,  trade-marks, trade names and
logos are the property of Thomas.

6.2 Thomas will not use the Trade-Marks on the Products, unless otherwise agreed
by HHI.

6.3 THOMAS will affix to the Products a serial number tag and such other notices
as agreed by HHI are required by law.

                                     PART II
                            DISTRIBUTION OF PRODUCTS

7. GRANT OF EXCLUSIVE SUPPLY RIGHTS

7.1 HHI grants to Thomas and Thomas accepts the  appointment to act as exclusive
supplier  of the  Products  under the terms and  conditions  of this  Agreement.
However  HHI  reserves  right  to sell  its own  brand  of  Skid  Steer  Loaders
worldwide.


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                                    PART III
                          TERMS AND CONDITIONS OF SALE

8. PRICE

8.1 PRODUCT PRICING: Thomas agrees to sell the Products to HHI at the prices set
forth on Schedule "C"  attached  and that during the first twelve  months of the
term of this Agreement the prices shall not be higher than the prices set out in
Schedule "C".

8.2 PRICE INCREASES:  Subject to Section 8.1 above, Thomas reserves the right to
change the prices  after the end of the first  twelve  months of the term hereof
and after the end of each twelve month  period which  commences on [July] 1st in
each year during the term of this Agreement or any renewal hereof, provided that
Thomas shall give HHI not less than ninety (90) days prior written notice before
the effective date of any increase in price.  Any orders for Products  submitted
by HHI and  accepted  by Thomas  which have not been  shipped to HHI before such
effective  date will be filled at the price in effect on the date of HHI's order
for such Products.

8.3 All prices for the Products  shall be designated  Ex-works  Thomas  Factory.
Thomas shall assist HHI in arranging both trucking and overseas shipping.

9. PAYMENT AND TERMS OF SALE

9.1 Payment for each shipment of Products shall be made by HHI by an irrevocable
letter  of credit  payable  against  presentation  of  documents  in the form of
Schedule "D" attached hereto, opened in favour of Thomas.

9.2 All payments for the Products shall be in United States Currency.

9.3 The terms of this Agreement,  together with the terms and conditions set out
on Schedule "E" attached  hereto,  constitute the terms of sale for the Products
sold hereunder.

9.4 Thomas shall provide to HHI all documents which HHI may require for purposes
of  exportation  and  the  importation  of the  Products  into  the  country  of
destination, including all documents required for customs and excise purposes.

10. WARRANTY

10.1  WARRANTY:  THOMAS  warrants  that all Products  supplied  hereunder  shall
conform strictly to the applicable specifications, instructions and governmental
regulations referred to herein, be fit for the use intended by Thomas, and be of
merchantable quality.

      All  warranties in respect of the Products  shall survive any  inspection,
acceptance or payment by HHI and shall survive the  expiration or termination of
this Agreement  (however and for whatsoever  reason the termination  occurs) and
shall  ensure  to the  benefit  of HHI and its  Dealers,  users  and  subsequent
purchasers of the Products.


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10.2 PRODUCT WARRANTY:  THOMAS's own manufacturer's  warranty in respect of each
Product sold hereunder and such warranty shall be in the form attached hereto as
Schedule "F".

10.3 Thomas  shall  defend,  indemnify  and hold  harmless HHI from claim of any
alleged or actual  infringements  of patents,  trademarks or other industrial or
intellectual   property   rights  arising  from  or  in  connection  with  HHI's
distribution and sale of the products.

                                     PART IV
                            COVENANTS OF THE PARTIES

11. ORDERS

All  purchase  orders for  Products  shall be submitted in writing by HHI to the
address of Thomas as determined from time to time. Thomas shall provide HHI with
a written  acknowledgement  and  acceptance  of  purchase  orders for  Products,
provided,  that,  Thomas shall be deemed to have accepted  HHI'  purchase  order
without any  adjustment  thereto if Thomas has not  responded  in writing to HHI
within ten (10) days after receipt of such purchase order.


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12. CONFIDENTIALITY

12.1 Each of the parties  hereto and their  respective  officers,  directors and
employees shall,  during the term of this Agreement and after the termination of
this Agreement,  hold confidential,  not publish, reveal or otherwise make known
to others and not use for their own  benefit  any  confidential  or  proprietary
information  of the others which now or in the future may be disclosed or become
known to any of them in connection with the  manufacture  for, and supply of the
Products to Thomas under this Agreement, except to the extent required by law.

12.2 HHI  understands  that all  confidential  information,  including plans and
documents, received from THOMAS are proprietary to THOMAS and confidential.  HHI
agrees that all such confidential designs, documents and information received by
HHI from THOMAS  under this  Agreement  and all other  confidential  information
relating to THOMAS's methods of production,  costing or operations shall be kept
strictly confidential.

12.3 Both parties shall not disclose either during the term of this Agreement or
thereafter, to any third party, the price of any Product sold to HHI pursuant to
this Agreement, without the other party's prior written consent.

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16. PARTS AND ACCESSORIES

Thomas  will  maintain  an  inventory  of Parts and  Accessories  sufficient  to
reasonably service Thomas skid steer loaders within the Territory.  THOMAS shall
provide to HHI a list of the spare parts and special tools for each model of the
Products  which THOMAS would  recommend be maintained in inventory by HHI and by
its Dealers. HHI will not, directly or indirectly,  purchase,  sell or otherwise
deal in spare parts similar to or interchangeable with the Parts and Accessories
except with the express written consent of THOMAS,  provided,  however, that HHI
may use parts and accessories other than the Parts and Accessories in respect of
the  consumable  parts  listed on Schedule  "F" hereto.  HHI will not perform or
condone  any repairs or  maintenance  of Thomas  skid steer  loaders  which will
prejudice any right or entitlement provided by THOMAS's warranty.

17. INSPECTION

HHI may at all reasonable times, on reasonable  notice,  permit a representative
of THOMAS to inspect its sales offices and service facilities.

18. CHANGES / DISCONTINUANCE

      THOMAS reserves the right to discontinue the production and sale of, or to
make changes in the  specifications of any of the Products at any time,  without
liability,  provided,  however,  that,  as far as the major change is concerned,
THOMAS shall give one hundred and eighty (180) days prior written  notice to HHI
of the discontinuance of any Product.


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19. REPLACEMENT PARTS AND ACCESSORIES

19.1 THOMAS shall provide to HHI, within thirty (30) days of the commencement of
this Agreement,  a price list and parts catalogue by part number,  for all parts
required for the Products.

19.2 THOMAS recognizes HHI' need for replacement Parts and Accessories and shall
maintain an adequate stock of all  replacement  Parts and Accessories in respect
of each of the  Products  for a period  of ten (10)  years  from the date of the
expiration or  termination  of this  Agreement and THOMAS agree to supply to HHI
and its Dealers  replacement Parts and Accessories for the said Products for the
said ten (10) year period.

20. INSURANCE

20.1 THOMAS shall  procure and maintain in full force and effect during the term
of this Agreement,  a commercial  general  liability  insurance policy (the "CGL
Policy") including product liability  insurance to cover worldwide,  which shall
provide coverage,  during the term hereof and for claims made for ten (10) years
thereafter,  for product  liability,  vendors broad form liability,  contractual
liability, cross liability, personal injury, bodily injury, including death, and
property damage liability.

                                     PART V
                              SUPPORT AND TRAINING

21. TRAINING

On the  commencement  of  this  Agreement  and on an  annual  basis  thereafter,
throughout  the term of this  Agreement,  THOMAS  shall at the  request  of HHI,
provide 3 days of  training  at HHI  facilities  in Korea,  USA and  Belgium  at
Thomas'  expenses..  Such training  programs  shall provide  service and support
respecting the sales and marketing, use, operation,  maintenance,  servicing and
repair of the Products.

22. MANUALS

THOMAS shall provide to HHI,  service  manuals,  operation and service  manuals,
parts  manuals  for  each  model of the  Products  and such  other  manuals  and
materials as are required for the safe operation and repair of the Products,  in
English and other languages available,  and in such number as HHI may, from time
to time,  require.  Thomas  shall  provide HHI with PDF file of such manuals and
materials including catalog for HHI's printing.

23. PROMOTIONAL MATERIALS

THOMAS  shall  provide to HHI, at no charge,  such amount of product  brochures,
literature,  advertising and sales  promotional  materials,  including films, as
required by HHI.  HHI shall  receive from Thomas  semi-annually,  2% of purchase
amount of equipment, attachment and parts as marketing fee. It is agreed that 2%
shall apply to all invoice that have been paid to Thomas.


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<PAGE>

                                     PART VI
                           TERM AND GENERAL PROVISIONS

24. TERM OF THE AGREEMENT

Subject to prior  termination  at any time pursuant to the provisions of Section
25. hereof,  the term of this Agreement,  when executed by Thomas and HHI, shall
be deemed to commence on the day and year first above written and shall continue
in full force for two (2) years until the second  anniversary  date  thereof and
shall be  automatically  renewed for  successive  terms of one year,  unless any
party has given at least  three (3)  months  prior  written  notice to the other
parties that this  Agreement is to  terminate on the  expiration  of the initial
term or at the end of any renewal term of this Agreement.

25. TERMINATION

25.1 In the  event of any  default  of the  terms and  conditions  provided  for
herein,  the aggrieved party shall have the right to terminate this Agreement if
such default is not corrected  within  thirty (30) days after written  notice is
given of such default  provided,  however,  that if the nature of the default is
such that it cannot reasonably be cured within thirty (30) days, the party shall
have such  additional  time as may be  reasonably  required to cure the default,
provided it shall be diligently engaged in curing the default during such entire
period.

25.2 Any party  shall  have the right to  terminate  this  Agreement  by written
notice,  effective  immediately,  in the  event  a  party  becomes  bankrupt  or
insolvent, or its business shall be placed in the hands of a receiver,  assignee
or trustee,  whether by  voluntary  act or  otherwise,  or if a petition for the
winding  up of the  business  of the  party is filed or if any  proceedings  are
commenced relating to the party under any liquidation laws applicable thereto.

25.3 Thomas will report the change of  ownership,  inheritance,  company name or
other major change at Thomas and get the HHI's acceptance in writing in advance.

26. GENERAL PROVISIONS

26.1 Survival of Covenants:  Notwithstanding  the  termination of this Agreement
for any reason whatsoever,  the provisions of Sections 6, 10, 12, 16,19, 21, 22,
23 and 30 hereof and any other  provisions of this  Agreement  necessary to give
efficacy  thereto  shall  continue  in full  force and effect  and  survive  the
termination  of this  Agreement.  Any  termination  of this  Agreement  shall be
without prejudice to rights accruing at or before or in connection with or after
such termination, or to any remedies or proceedings with respect to such rights.

26.2 Assignment:  This Agreement may not be transferred or assigned, in whole or
in part by any party, without the prior written consent of the other parties.


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26.3 NOTICES: Any notice authorized or required to be given hereunder or for the
purposes hereof shall be in writing in English and shall be  sufficiently  given
if given by personal delivery or sent by telecopier, addressed as follows:

in the case of HHI:
                           HYUNDAI HEAVY INDUSTRIES CO., LTD
                           1 CHEONHA-DONG, DONG-KU, ULSAN, KOREA

                           Attention:     Mr. S. P. Ji
                                          Senior Manager
                           Telecopier No: 82-52-230-7979

in the case of Thomas:
                           THOMAS EQUIPMENT INC., (CORPORATE OFFICE)
                           5995 AVEBURY ROAD
                           MISSISSAUGA, ONTARIO
                           CANADA  L5R 3T8

                           Attention:     Clifford M.Rhee
                                          President
                           Telecopier No: (905) 361-9016

or at such other address or  telecopier  number as the party to whom such notice
is to be given shall have last  notified to the party  giving same in the manner
provided in this paragraph.  Any notice  delivered or telecopied to the party to
whom it is addressed as herein  provided  shall be  conclusively  deemed to have
been  received  if given by  personal  delivery,  on the date and at the time of
actual delivery  thereof and, if given by telecopier,  on the first business day
following the time of transmittal thereof.

26.4  GOVERNING  LAW:  This  Agreement  and the rights and  obligations  arising
hereunder  shall be governed by and construed  according to the laws of Republic
of Korea.


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<PAGE>

26.5 ENTIRE  AGREEMENT:  This Agreement,  together with the schedules  attached,
constitutes  the entire  agreement  among the parties hereto with respect to the
subject matter hereof, and subject to any other provision to the contrary herein
contained,  no amendment or  modification  of this Agreement shall be binding on
the parties  unless made in writing and duly executed by all parties.  There are
no   representations,    warranties,   covenants,   agreements   or   collateral
undertakings,  oral or otherwise,  express or implied,  affecting this Agreement
which are not expressly set forth herein.

26.6  EXECUTION IN  COUNTERPART:  This  Agreement may be executed in one or more
counterparts,  each of which when so executed  shall be deemed to be an original
and such counterparts together shall constitute one and the same instrument.

26.7  RELATIONSHIP OF PARTIES:  The relationship  between each of THOMAS and HHI
shall be that of  seller  and  buyer and this  Agreement  is no way  constitutes
either party as an agent or legal  representative  of the other party.  No party
hereto has the right or  authority,  express  or  implied,  to incur,  assume or
create,  in writing or otherwise,  any warranty,  liability or obligation of any
kind, on behalf of or in the name of any other party hereto.

26.8  WAIVER:  No waiver  or  consent  by any  party of or to any  breach in the
performance or observance by any other party of any term,  condition,  covenant,
agreement,  representation  or warranty  contained in this  Agreement,  shall be
effective unless given by written instrument executed and delivered by the party
giving the waiver or consent.  Any such waiver or consent shall not constitute a
consent to or waiver of any subsequent breach of such term, condition, covenant,
agreement,  representation or warranty unless expressly stated in such waiver or
consent.

26.9 SEVERABILITY:  If any provision of this Agreement should be held invalid or
unenforceable   for  any  reason  whatsoever  or  to  violate  any  law  of  any
jurisdiction,  this Agreement shall be considered severable from such provision,
and  such  provision  shall  be  deemed  deleted  from  this  Agreement  in such
jurisdiction or, in the event that it should be held only to violate the laws of
any one  jurisdiction,  such provision  shall be  inapplicable  only within such
jurisdiction,  and the  remainder of this  Agreement  shall be valid and binding
upon the parties as if such provision was not included herein.

26.10 BINDING  AGREEMENT:  This Agreement  shall ensure to the benefit of and be
binding upon the parties  hereto and their  respective  successors and permitted
assigns.


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      IN WITNESS  WHEREOF the parties  hereto have executed this Agreement as of
the date first written above.

                        HYUNDAI HEAVY INDUSTRIES CO., LTD.


                        by:    /s/ E.Y. LEE                             (c/s)
                               ----------------------------------------------
                               E.Y. Lee, Vice President

                        THOMAS EQUIPMENT 2004 INC.


                        by:    CLIFFORD M. RHEE                         (c/s)
                               ----------------------------------------------
                               Clifford M. Rhee, President


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