SKID STEER LOADE O.E.M. SUPPLY AGREEMENT


KUBOTA EUROPE S.A.S. (hereinafter called KE) and THOMAS EQUIPMENT 2004 INC.
(hereinafter called THOMAS) has agreed to enter into a SKID STEER LOADER O.E.M.
SUPPLY AGREEMENT as follows;

Article 1 Objective

1)    THOMAS shall supply KE the products which will be defined in the next
      article, according to this Agreement and in a continuous way. KE shall buy
      such products from THOMAS and shall sell them either directly to customers
      or through third parties, such as distributors and dealers, and shall
      assure the after sales service.

2)    KE and THOMAS shall be free to commercialize the products defined in the
      next article except for the agreements concerning sales agreed in this
      agreement.

3)    If not defined in this agreement, any other agreement which is
      contradictory to this agreement shall become null and invalid.


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Article 2 Products

1)    The products concerned by this agreement are all the skid steer loaders,
      either ride-on or stand on, its accessories, options(hereinafter called
      globally Products) and its spare parts, in production and to be produced
      during the term of this contract by THOMAS,

2)    The specification of the Products shall be discussed and approved by KE
      and shall bear the brand name, model name and colour designated by KE.

3)    THOMAS shall not sell the Products with the designated brand name, model
      name and colour to any other third party and shall follow the request of
      KE concerning the brand name, model name and colour requested by KE for
      the products designated by KE.

4)    THOMAS shall not sell under OEM agreements the Products to any other party
      during the term of this agreement in the Territory as defined in Article
      3. The OEM customers already existing are not subject to this restriction.
      A list of such OEM customers already existing is *footnoted.


* Imer France


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Article 3 Sales territory

The sales territory (hereinafter the Territory) of KE for the Products is
limited to Europe. Europe is Great Britain, all the European continent, and
foreign territory of France. (D.O.M. T.O.M.) and Spain(Ceuta and Mellila).

Article 4 Sales collaboration

1)    KE and THOMAS shall collaborate to sell the Products, within the objective
      of this agreement. Details of such collaboration shall be discussed and
      agreed between KE and THOMAS separately.

2)    THOMAS shall provide KE at its request, the sales data, and technical data
      in a timely manner and provide technical training as defined in Article
      12.

3)    KE is allowed to provide the above to third parties such as distributors,
      having as objective to promote the Products. THOMAS shall cooperate in
      this activity.

4)    As for the cost sharing of item 2 of this Article, KE and THOMAS shall
      discuss and agree separately.


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Article 5 Sales Price

1)    [The basic sales price of the products from Thomas to Kubota Europe shall
      be negotiated and fixed for a 12-month period. In the event that there is
      a change in the cost of raw material and or key components because of
      market surcharges, the fixed sales price can be re-opened and
      appropriately renegotiated.]

2)    The agreed basic sales price shall be subject to currency fluctuation
      adjustment between Canadian dollars and Euros. The method of adjustment
      shall be discussed and agreed separately.

Article 6 Sales contract

1)    This agreement constitutes the base of all the individual sales contracts
      to be entered into by the parties. The individual sales contract shall be
      done by ordering of KE to THOMAS and the acceptance of THOMAS of such
      order.

2)    The model, specification, quantity, delivery time, delivery place and
      conditions shall be defined in each individual sales contract.

3)    Any other details regarding the individual sales shall be discussed and
      agreed amicably between the parties.


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Article 7 Delivery and inspection

1)    Delivery shall be done in accordance with the context of each individual
      sales contract.

2)    The inspection of KE of the Products shall be done when the Products
      arrive to the designated delivery place.

3)    If any discrepancy and/or damage are found by the above mentioned
      inspection, KE shall inform THOMAS without delay of such and THOMAS shall
      remedy such discrepancy and/or damage at its own cost and responsibility.

Article 8 Risk and title

1)    The risk and title of the Products shall pass from THOMAS to KE when the
      Products are delivered (Ex-factory THOMAS).

2)    THOMAS shall, however, arrange on behalf of KE the arrangements of
      transport and insurance until the first destination requested by KE. KE
      shall pay THOMAS the actual amount incurred on transport and insurance.


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Article 9 Warranty

1)    THOMAS shall inspect all the Products before delivery to KE and shall
      guarantee that the Products delivered are free of any defects and is in
      accordance with the order placed by KE in specification, quality and
      conformity with the existing safety standards of the Products in the
      Territory. Upon request, KE or a third party designated by KE can be
      present at this inspection. This presence does not constitute a waiver to
      THOMAS' responsibility mentioned above.

2)    Notwithstanding the inspection done by KE at the moment of delivery, if
      any other failure is found later on, such failure shall be remedied either
      by KE or a third party and such repair shall be compensated by THOMAS to
      KE in accordance with the warranty agreement separately agreed.

3)    As for serious failures found after the warranty period is over, both
      parties shall discuss and find a solution to such failure in the same
      manner as stated above.

Article 10 Modifications

1)    In case THOMAS finds a serious design and/or production failure on the
      Products, THOMAS shall inform the machines which are subject to
      modification, inform the details of modification, define the cost of
      modification and request KE and/or its distributors/dealers to do the
      modification in order to prevent damage to KE, its distributors/dealers
      and clients. KE shall cooperate with THOMAS to effectuate such
      modifications.


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2)    In case KE finds a design/production defect which could harm the life,
      health, and/or property of a third party, KE and THOMAS shall discuss the
      counter measures to be taken. If THOMAS judges reasonably that such
      counter measures shall be taken, THOMAS shall bear the cost arising out of
      such counter-measures.

Article 11 Product Liability

1)    THOMAS shall be liable for any prejudice to life, health and property of a
      third party (including KE) due to the conception, design and production of
      the Product within the limit of the law. THOMAS shall bear all cost
      arising out of such problem, including lawyers' fees and/or compensate KE
      for any and all cost arising out of such problem. However, prejudice due
      to modification of the Product without prior consent of THOMAS shall not
      be THOMAS' responsibility.

2)    In the event, a product liability dispute arises at KE or its
      distributors, KE shall inform THOMAS immediately of such. KE and THOMAS
      shall discuss the solution of such dispute and THOMAS shall solve such
      dispute by its own cost and responsibility. However, THOMAS can ask KE its
      cooperation to solve such dispute. KE shall cooperate as brand name holder
      of the Product.


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3)    In case the reason of the product liability problem is not clearly
      identified, both parties will cooperate and the cost incurred shall be
      discussed and shared between the parties.

Article 12 After sales service

1)    The after sales service of the Products commercialized by KE shall be done
      by KE and its distributors and dealers in principle. However, THOMAS shall
      cooperate with KE in the after sales service upon request by KE and/or its
      distributors/dealers.

2)    The cost sharing and other details in case of THOMAS' cooperation shall be
      discussed and agreed between KE and THOMAS.

Article 13 Spare parts

1)    The condition of spare parts supply shall be discussed and agreed
      separately, having always as base this agreement.

2)    THOMAS shall assure that the spare parts of a product supplied under this
      contract shall be available minimum 10 years after the production of such
      product is finished.


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Article 14 Payment

1)    Unless otherwise agreed, the payment from KE to THOMAS shall be done
      within 90 days after the invoicing date in the currency of invoice.(which
      unless agreed otherwise shallbe the Canadian Dollar as provided under
      article 5)

2)    Both parties shall discuss in case payment term needs to be changed due to
      any economical or any other reason

Article 15 Change of specification

1)    When THOMAS decides to change its main specification, THOMAS shall inform
      KE and both parties shall discuss about its application.

2)    When KE wishes to change any specification, KE shall inform THOMAS and
      both parties shall discuss about its application.


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Article 16 Industrial property right

If and when the Product is deemed to infringe a third party's industrial
property right, THOMAS shall resolve such problem at its own responsibility and
cost. If the dispute concerns the brand name, model name and colour designated
by KE, KE shall resolve such problem at its own responsibility and cost.

Article 17 Notice

Both parties shall inform the other party immediately of any change in company
name, status, and any important change in business environment of the company.
Such notices shall be given by registered mail, fax or any equivalent and
appropriate means of communication.

Article 18 Confidentiality

1)    Both parties agree that without the consent of the other party, it shall
      not disclose to a third party the context of this agreement or any other
      confidential information of the other party obtained in connection with
      this agreement. Any public information, information obtained from a third
      party is not subject to this confidentiality agreement.

2)    In case either of the party discloses confidential information with the
      consent of the other party, such party shall ensure that a confidentiality
      agreement shall be made with the third party concerned.


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Article 19 Non assignable

Unless a written consent of the other party, this agreement, related contract to
this agreement, individual sales contract, any rights and obligations, either
part of or the hole, are non assignable to any third party.

Article 20 Termination

During the term of this Agreement, both KE and THOMAS may terminate this
Agreement immediately upon serving written notice to the other party, without
the need for any further legal action, in the following instances:

1)    One of the parties fails to perform any of its obligations contained in
      this Agreement or in

      an accepted individual sales contract, and does not correct such failure
      within thirty (30) days maximum after written notice by the other party
      demanding that the same be remedied and advising him that failure to do so
      shall result in the automatic termination of this Agreement.

2)    If there is any change in the control of one of the parties which is not
      acceptable to the other party.


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3)    If (i) proceedings in insolvency or bankruptcy are instituted by or
      against one of the parties, or (ii) a receiver is appointed, for all or a
      substantial part of its assets or (iii) in case of suspension of its
      activities, voluntary or involuntary winding-up, or the like. Where a
      receiver has been appointed in France, the contract shall be automatically
      terminated once the receiver has, in accordance with Article L621-28 of
      the French 'Nouveau Code de Commerce', expressly or tacitly renounced the
      continuation of this Agreement.

Article 21 Term of agreement

1)    This agreement is valid from the 1st of October, 2004 and shall continue
      in full force until 31st of December, 2007.

2)    Unless a termination notice is given in written 6 months prior to the term
      of this agreement, this agreement will be renewed automatically during
      another 2 years from the date of expiration and thereafter from the date
      of expiration of the extended term.

3)    The individual sales contracts already signed at the moment of notice of
      termination shall be valid in accordance with this agreement.


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Article 22 Governing law

This agreement shall be governed by the French law. In case of dispute, both
parties shall try to solve the problem(s) amicably with good will. If
notwithstanding this attempt, the parties fail to solve the problem, the parties
agree that all disputes arising of or in connection with the present agreement
shall be finally settled under the Rules of Arbitration of the International
Chamber of Commerce by one or more arbitrators appointed in accordance with the
said Rules. Arbitration shall take place in Paris.(France)






In witness whereof, the Parties have signed this Agreement

Date:

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KUBOTA EUROPE S.A.S.                    THOMAS EQUIPMENT (2004) INC.