INDEMNIFICATION
      AGREEMENT 

    


    


    This
      Agreement made and entered into this 3rd day of October, 2007, (the
“Agreement”), by and between Thomas Equipment, Inc., a Delaware corporation (the
“Company,” which term shall include, where appropriate, any Entity (as
      hereinafter defined) controlled directly or indirectly by the Company) and
      Petter M. Etholm (the “Indemnitee”):

    


    WHEREAS,
      it is essential to the Company that it be able to retain and attract as
      directors and officers the most capable persons available;

    


    WHEREAS,
      increased corporate litigation has subjected directors and officers to
      litigation risks and expenses, and the limitations on the availability of
      directors and officers liability insurance have made it increasingly difficult
      for the Company to attract and retain such persons;

    


    WHEREAS,
      the Company’s By-laws require
      it to indemnify its directors
      and officers to the fullest extent permitted by law and permit it to make other
      indemnification arrangements and agreements; 

    


    WHEREAS,
      the Company desires to provide Indemnitee with specific contractual assurance
      of
      Indemnitee’s rights to full indemnification against litigation risks and
      expenses (regardless, among other things, of any amendment to or revocation
      of
      the Company’s By-laws Certificate
      of Incorporation or
      any
      change in the ownership of the Company or the composition of its Board of
      Directors); 

    


    WHEREAS,
      the Company intends that this Agreement provide Indemnitee with greater
      protection than that which is provided by the Company’s By-laws; and


    


    WHEREAS,
      Indemnitee is relying upon the rights afforded under this Agreement in
      becoming a
      director and officer of the Company.

    


    NOW,
      THEREFORE, in consideration of the promises and the covenants contained herein,
      the Company and Indemnitee do hereby covenant and agree as follows:

     

    1.     Definitions.

     

     

    (a) “Corporate
      Status” describes the status of a person who is serving or has served
      (i) as a director or officer of the Company, (ii) in
      any capacity with respect to any employee benefit plan of the Company, or
      (iii) as a director, partner, trustee, officer, employee, or agent of any
      other Entity at the request of the Company. For purposes of subsection (iii)
      of
      this Section 1(a), if Indemnitee is
      serving or has served as a director, partner, trustee, officer, employee or
      agent of a Subsidiary, Indemnitee shall be deemed to be serving at the request
      of the Company. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    (b) “Entity”
      shall mean any corporation, partnership, limited liability company, joint
      venture, trust, foundation, association, organization or other legal
      entity.

     

     

    (c) “Expenses”
      shall mean all fees, costs and expenses incurred by Indemnitee in connection
      with any Proceeding (as defined below), including, without limitation,
      attorneys’ fees, disbursements and retainers (including, without limitation, any
      such fees, disbursements and retainers incurred by Indemnitee pursuant to
      Sections 11 and 12(c) of this Agreement), fees and disbursements of expert
      witnesses, private investigators and professional advisors (including, without
      limitation, accountants and investment bankers), court costs, transcript costs,
      fees of experts, travel expenses, duplicating, printing and binding costs,
      telephone and fax transmission charges, postage, delivery services, secretarial
      services, and other disbursements and expenses.

     

     

    (d) “Indemnifiable
      Expenses,” “Indemnifiable Liabilities” and “Indemnifiable Amounts” shall have
      the meanings ascribed to those terms in Section 3(a) below.

     

     

    (e) “Liabilities”
      shall mean judgments, damages, liabilities, losses, penalties, excise taxes,
      fines and amounts paid in settlement.

     

     

    (f) “Proceeding”
      shall mean any threatened, pending or completed claim, action, suit,
      arbitration, alternate dispute resolution process, investigation, administrative
      hearing, appeal, or any other proceeding, whether civil, criminal,
      administrative, arbitrative or investigative, whether formal or informal,
      including a proceeding initiated by Indemnitee pursuant to Section 11 of
      this Agreement to enforce Indemnitee’s rights hereunder.

     

    


    (g) “Subsidiary”
      shall mean any corporation, partnership, limited liability company, joint
      venture, trust or other Entity of which the Company owns (either directly or
      through or together with another Subsidiary of the Company) either (i) a general
      partner, managing member or other similar interest or (ii) (A) 50% or more
      of
      the voting power of the voting capital equity interests of such corporation,
      partnership, limited liability company, joint venture or other Entity, or (B)
      50% or more of the outstanding voting capital stock or other voting equity
      interests of such corporation, partnership, limited liability company, joint
      venture or other Entity.


    
      
         

      

      
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    2.     Services
      of Indemnitee.
      In
      consideration of the Company’s covenants and commitments hereunder, Indemnitee
      agrees to serve as a director and officer of the Company. However, this
      Agreement shall not impose any obligation on Indemnitee or the Company to
      continue Indemnitee’s service to the Company beyond any period otherwise
      required by law or by other agreements or commitments of the parties, if
      any.

     

     

    3.     Agreement
      to Indemnify.
      The
      Company agrees to indemnify Indemnitee as follows:

     

     

    (a) Proceedings
      Other Than By or In the Right of the Company. Subject to the exceptions
      contained in Section 4(a) below, if Indemnitee was or is a party or is
      threatened to be made a party to any Proceeding (other than an action by or
      in
      the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee
      shall be indemnified by the Company against all Expenses and Liabilities
      incurred or paid by Indemnitee in connection with such Proceeding (referred
      to
      herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,”
respectively, and collectively as “Indemnifiable Amounts”).

     

     

    (b) Proceedings
      By or In the Right of the Company. Subject to the exceptions contained in
      Section 4(b) below, if Indemnitee was or is a party or is threatened to be
      made
      a party to any Proceeding by or in the right of the Company by reason of
      Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company
      against all Indemnifiable Expenses.

     

    (c) Conclusive
      Presumption Regarding Standard of Care.
      In
      making any determination required to be made under Delaware law with respect
      to
      entitlement to indemnification hereunder, the person, persons or entity making
      such determination shall presume that Indemnitee is entitled to indemnification
      under this Agreement if Indemnitee submitted a request therefor in accordance
      with Section 5 of this Agreement, and the Company shall have the burden of
      proof
      to overcome that presumption in connection with the making by any person,
      persons or entity of any determination contrary to that
      presumption.

    


    (d) Additional
      Indemnity.
      In
      addition to, and without regard to any limitations on, the indemnification
      provided for in Section
      3(a) and 3(b)
      of this
      Agreement, the Company shall and hereby does indemnify and hold harmless
      Indemnitee against all Expenses and Liabilities incurred by him or on his behalf
      if, by reason of his Corporate Status, he is, or is threatened to be made,
      a
      party to or participant in any Proceeding (including a Proceeding by or in
      the
      right of the Company), including, without limitation, all liability arising
      out
      of the negligence or active or passive wrongdoing of Indemnitee. The only
      limitation that shall exist upon the Company’s obligations pursuant to this
      Agreement shall be that the Company shall not be obligated to make any payment
      to Indemnitee that is finally determined to be unlawful by the Court of Chancery
      of the State of Delaware.


    
      
         

      

      
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    4.     Exceptions
      to Indemnification.
      Indemnitee shall be entitled to indemnification under Sections 3(a) and
      3(b) above in all circumstances other than with respect to any specific claim,
      issue or matter involved in the Proceeding out of which Indemnitee’s claim for
      indemnification has arisen, as follows:

     

     

    (a) Proceedings
      Other Than By or In the Right of the Company. If indemnification is
      requested under Section 3(a) and it has been finally adjudicated by the
      Court of Chancery of the State of Delaware that, in connection with such
      specific claim, issue or matter, Indemnitee failed to act (i) in good faith
      and
      (ii) in a manner Indemnitee reasonably believed to be in or not opposed to
      the
      best interests of the Company, or, with respect to any criminal Proceeding,
      Indemnitee had reasonable cause to believe that Indemnitee’s conduct was
      unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts
      hereunder.

     

     

    (b) Proceedings
      By or In the Right of the Company. If indemnification is requested under
      Section 3(b) and 

     

    


    (i)
      it
      has been finally adjudicated by the Court of Chancery of the State of Delaware
      that, in connection with such specific claim, issue or matter, Indemnitee failed
      to act (A) in good faith and (B) in a manner Indemnitee reasonably believed
      to
      be in or not opposed to the best interests of the Company, Indemnitee shall
      not
      be entitled to payment of Indemnifiable Expenses hereunder; or

    


    (ii)
      it
      has been finally adjudicated by the Court of Chancery of the State of Delaware
      that Indemnitee is liable to the Company with respect to such specific claim,
      Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder
      with respect to such claim, issue or matter unless the Court of Chancery of
      the
      State of Delaware or another court in which such Proceeding was brought shall
      determine upon application that, despite the adjudication of liability, but
      in
      view of all the circumstances of the case, Indemnitee is fairly and reasonably
      entitled to indemnification for such Indemnifiable Expenses which such court
      shall deem proper; or

    


    (iii)
      it
      has been finally adjudicated by the Court of Chancery of the State of Delaware
      that Indemnitee is liable to the Company for an accounting of profits made
      from
      the purchase or sale by the Indemnitee of securities of the Company pursuant
      to
      the provisions of Section 16(b) of the Securities Exchange Act of 1934, the
      rules and regulations promulgated thereunder and amendments thereto or similar
      provisions of any federal, state or local statutory law, Indemnitee shall not
      be
      entitled to payment of Indemnifiable Expenses hereunder.


    
      
         

      

      
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    (c) Insurance
      Proceeds. To the extent payment is actually made to the Indemnitee under a
      valid and collectible insurance policy in respect of Indemnifiable Amounts
      in
      connection with such specific claim, issue or matter, Indemnitee shall not
      be
      entitled to payment of Indemnifiable Amounts hereunder except in respect of
      any
      excess beyond the amount of payment under such insurance.

     

     

    5.     Procedure
      for Payment of Indemnifiable Amounts.
      Indemnitee shall submit to the Company a written request specifying the
      Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of
      this Agreement and the basis for the claim. The Company shall pay such
      Indemnifiable Amounts to Indemnitee promptly upon receipt of its request. At
      the
      request of the Company, Indemnitee shall furnish such documentation and
      information as are reasonably available to Indemnitee and necessary to establish
      that Indemnitee is entitled to indemnification hereunder.

     

    


    6.     Indemnification
      for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding
      any other provision of this Agreement, and without limiting any such provision,
      to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a
      party to and is successful, on the merits or otherwise, in any Proceeding,
      Indemnitee shall be indemnified against all Expenses and Liabilities incurred
      by
      Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is
      not wholly successful in such Proceeding but is successful, on the merits or
      otherwise, as to one or more but less than all claims, issues or matters in
      such
      Proceeding, the Company shall indemnify Indemnitee against all Expenses and
      Liabilities incurred by Indemnitee or on Indemnitee’s behalf in connection with
      each successfully resolved claim, issue or matter. For purposes of this
      Agreement, the termination of any claim, issue or matter in such a Proceeding
      by
      dismissal, with or without prejudice, by reason of settlement, judgment, order
      or otherwise, shall be deemed to be a successful result as to such claim, issue
      or matter. 

    


    7.     Effect
      of Certain Resolutions.
      Neither
      the settlement or termination of any Proceeding nor the failure of the Company
      to award indemnification or to determine that indemnification is payable shall
      create a presumption that Indemnitee is not entitled to indemnification
      hereunder. In addition, the termination of any proceeding by judgment, order,
      settlement, conviction, or upon a plea of nolo contendere or its equivalent
      shall not create a presumption that Indemnitee did not act in good faith and
      in
      a manner which Indemnitee reasonably believed to be in or not opposed to the
      best interests of the Company or, with respect to any criminal Proceeding,
      had
      reasonable cause to believe that Indemnitee’s action was
      unlawful.


    
      
         

      

      
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    8.     Agreement
      to Advance Expenses; Undertaking.
      The
      Company shall advance all Expenses incurred by or on behalf of Indemnitee in
      connection with any Proceeding, including a Proceeding by or in the right of
      the
      Company, in which Indemnitee is involved by reason of such Indemnitee’s
      Corporate Status within ten (10) calendar days after the receipt by the Company
      of a written statement from Indemnitee requesting such advance or advances
      from
      time to time, whether prior to or after final disposition of such Proceeding.
      To
      the extent required by Delaware law, Indemnitee hereby undertakes to repay
      any
      and all of the amount of Indemnifiable Expenses paid to Indemnitee if it is
      finally determined by that Indemnitee is not entitled under this Agreement
      to
      indemnification with respect to such Expenses. This undertaking shall be
      unsecured and made without reference to Indemnitee’s ability to repay any such
      amounts.

    


    9.     Procedure
      for Advance Payment of Expenses.
      Indemnitee shall submit to the Company a written request specifying the
      Indemnifiable Expenses for which Indemnitee seeks an advancement under Section
      8
      of this Agreement, together with documentation evidencing that Indemnitee has
      incurred such Indemnifiable Expenses. Payment of Indemnifiable Expenses under
      Section 8 shall be made no later than ten (10) calendar days after the Company’s
      receipt of such request.

    


    10.     Indemnification
      for Expenses of a Witness.
      Notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding
      to
      which Indemnitee is not a party, he shall be indemnified against all Expenses
      by
      incurred by him or on his behalf in connection therewith.

    


    11.     Remedies
      of Indemnitee.

     

    (a) Right
      to Petition Court. In the event that Indemnitee makes a request for payment
      of Indemnifiable Amounts under Sections 3 and 5 above or a request for an
      advancement of Indemnifiable Expenses under Sections 8 and 9 above and the
      Company fails to make such payment or advancement in a timely manner pursuant
      to
      the terms of this Agreement, Indemnitee may petition the Court of Chancery
      of
      the State of Delaware to enforce the Company’s obligations under this
      Agreement.

     

     

    (b) Burden
      of Proof. In any judicial proceeding brought under Section 11(a) above,
      the Company shall have the burden of proving that Indemnitee is not entitled
      to
      payment of Indemnifiable Amounts hereunder.

     

     

    (c) Expenses.
      The Company agrees to reimburse Indemnitee in full for any Expenses incurred
      by
      Indemnitee in connection with investigating, preparing for, litigating,
      defending or settling any action brought by Indemnitee under Section 11(a)
      above, or in connection with any claim or counterclaim brought by the Company
      in
      connection therewith, whether or not Indemnitee is successful in whole or in
      part in connection with any such action.

     


    
      
         

      

      
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    (d) Failure
      to Act Not a Defense. The failure of the Company (including its Board of
      Directors or any committee thereof, independent legal counsel, or stockholders)
      to make a determination concerning the permissibility of the payment of
      Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this
      Agreement shall not be a defense in any action brought under Section 11(a)
      above, and shall not create a presumption that such payment or advancement
      is
      not permissible.

     

    


    12.     Defense
      of the Underlying Proceeding.

    


    (a) Notice
      by Indemnitee.
      Indemnitee agrees to notify the Company promptly upon being served with any
      summons, citation, subpoena, complaint, indictment, information, or other
      document relating to any Proceeding which may result in the payment of
      Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder;
      provided, however, that the failure to give any such notice shall not disqualify
      Indemnitee from the right, or otherwise affect in any manner any right of
      Indemnitee, to receive payments of Indemnifiable Amounts or advancements of
      Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding
      is materially and adversely prejudiced thereby.

    


    (b) Defense
      by Company.
      Subject
      to the provisions of the last sentence of this Section 12(b) and of Section
      12(c) below, the Company shall have the right to defend Indemnitee in any
      Proceeding which may give rise to the payment of Indemnifiable Amounts
      hereunder; provided, however that the Company shall notify Indemnitee of any
      such decision to defend within ten (10) calendar days of receipt of notice
      of
      any such Proceeding under Section 12(a) above. The Company shall not, without
      the prior written consent of Indemnitee, consent to the entry of any judgment
      against Indemnitee or enter into any settlement or compromise which (i) includes
      an admission of fault of Indemnitee or (ii) does not include, as an
      unconditional term thereof, the full release of Indemnitee from all liability
      in
      respect of such Proceeding, which release shall be in form and substance
      reasonably satisfactory to Indemnitee. This Section 12(b) shall not apply to
      a
      Proceeding brought by Indemnitee under Section 11(a) above or pursuant to
      Section 20 below. 

    


    (c) Indemnitee’s
      Right to Counsel.
      Notwithstanding the provisions of Section 12(b) above, if in a Proceeding to
      which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i)
      Indemnitee reasonably concludes that he or she may have separate defenses or
      counterclaims to assert with respect to any issue which may not be consistent
      with the position of other defendants in such Proceeding, (ii) a conflict of
      interest or potential conflict of interest exists between Indemnitee and the
      Company, or (iii) if the Company fails to assume the defense of such proceeding
      in a timely manner, Indemnitee shall be entitled to be represented by separate
      legal counsel of Indemnitee’s choice at the expense of the Company. In addition,
      if the Company fails to comply with any of its obligations under this Agreement
      or in the event that the Company or any other person takes any action to declare
      this Agreement void or unenforceable, or institutes any action, suit or
      proceeding to deny or to recover from Indemnitee the benefits intended to be
      provided to Indemnitee hereunder, Indemnitee shall have the right to retain
      counsel of Indemnitee’s choice, at the expense of the Company, to represent
      Indemnitee in connection with any such matter.


    
      
         

      

      
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    13.     Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to Indemnitee as follows:

    


    (a) Authority.
      The
      Company has all necessary power and authority to enter into, and be bound by
      the
      terms of, this Agreement, and the execution, delivery and performance of the
      undertakings contemplated by this Agreement have been duly authorized by the
      Company.

    


    (b) Enforceability.
      This
      Agreement, when executed and delivered by the Company in accordance with the
      provisions hereof, shall be a legal, valid and binding obligation of the
      Company, enforceable against the Company in accordance with its terms, except
      as
      such enforceability may be limited by applicable bankruptcy, insolvency,
      moratorium, reorganization or similar laws affecting the enforcement of
      creditors’ rights generally.

    


    14.     Insurance.
      The
      Company shall maintain a policy or policies of insurance with a reputable
      insurance company providing the Indemnitee with coverage for losses from
      wrongful acts in the aggregate amount of at least $7 million. For so long as
      Indemnitee shall remain an director or officer of the Company and with respect
      to any such prior service, in all policies of director and officer liability
      insurance, Indemnitee shall be named as an insured in such a manner as to
      provide Indemnitee the same rights and benefits as are accorded to the most
      favorably insured of the Company’s officers and directors. 

    


    15.     Contract
      Rights Not Exclusive.
      The
      rights to payment of Indemnifiable Amounts and advancement of Indemnifiable
      Expenses provided by this Agreement shall be in addition to, but not exclusive
      of, any other rights which Indemnitee may have at any time under applicable
      law,
      the Company’s Certificate of Incorporation or By-laws, or any other agreement,
      vote of stockholders or directors (or a committee of directors), or otherwise,
      both as to action in Indemnitee’s official capacity and as to action in any
      other capacity as a result of Indemnitee’s serving as an director or officer of
      the Company.

    


    16.     Successors.
      This
      Agreement shall be (a) binding upon all successors and assigns of the Company
      (including any transferee of all or a substantial portion of the business,
      stock
      and/or assets of the Company and any direct or indirect successor by merger
      or
      consolidation or otherwise by operation of law) and (b) binding on and shall
      inure to the benefit of the heirs, personal representatives, executors and
      administrators of Indemnitee. This Agreement shall continue for the benefit
      of
      Indemnitee and such heirs, personal representatives, executors and
      administrators after Indemnitee has ceased to have Corporate
      Status.


    
      
         

      

      
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    17.    Subrogation.
      In the
      event of any payment of Indemnifiable Amounts under this Agreement, the Company
      shall be subrogated to the extent of such payment to all of the rights of
      contribution or recovery of Indemnitee against other persons, and Indemnitee
      shall take, at the request of the Company, all reasonable action necessary
      to
      secure such rights, including the execution of such documents as are necessary
      to enable the Company to bring suit to enforce such rights.

    


    18.     Change
      in Law.
      To the
      extent that a change in Delaware law (whether by statute or judicial decision)
      shall permit broader indemnification or advancement of expenses than is provided
      under the terms of the By-laws and this Agreement, Indemnitee shall be entitled
      to such broader indemnification and advancements, and this Agreement shall
      be
      deemed to be amended to such extent. 

    


    19.     Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      a manner as to be effective and valid under applicable law, but if any provision
      of this Agreement, or any clause thereof, shall be determined by the Court
      of
      Chancery of the State of Delaware to be illegal, invalid or unenforceable,
      in
      whole or in part, such provision or clause shall be limited or modified in
      its
      application to the minimum extent necessary to make such provision or clause
      valid, legal and enforceable, and the remaining provisions and clauses of this
      Agreement shall remain fully enforceable and binding on the
      parties.

    


    20.    Indemnitee
      as Plaintiff.
      Except
      as provided in Section 10(c) of this Agreement and in the next sentence,
      Indemnitee shall not be entitled to payment of Indemnifiable Amounts or
      advancement of Indemnifiable Expenses with respect to any Proceeding brought
      by
      Indemnitee against the Company, any Entity which it controls, any director
      or
      officer thereof, or any third party, unless the Board of Directors of the
      Company has consented to the initiation of such Proceeding. This Section shall
      not apply to counterclaims or affirmative defenses asserted by Indemnitee in
      an
      action brought against Indemnitee.

    


    21.    Modifications
      and Waiver.
      Except
      as provided in Section 18 above with respect to changes in Delaware law
      which broaden the right of Indemnitee to be indemnified by the Company, no
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by each of the parties hereto. No waiver of any of the
      provisions of this Agreement shall be deemed or shall constitute a waiver of
      any
      other provisions of this Agreement (whether or not similar), nor shall such
      waiver constitute a continuing waiver.

    


    22.     General
      Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given (a) when delivered by hand,
      (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed
      by certified or registered mail with postage prepaid, on the third business
      day
      after the date on which it is so mailed:


    
      
         

      

      
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                (i)

              	
                If
                  to Indemnitee, to:

              
	 	          
                
	 	
                Petter
                  M. Etholm

              
	 	
                21
                  Neptune Way

              
	 	
                Marblehead,
                  MA 01945

              
	 	     

	
                (ii)

              	
                If
                  to the Company, to:

              
	 	     

	 	
                Thomas
                  Equipment, Inc.

              
	 	
                5995
                  Avebury Road, Suite 704

              
	 	
                Mississauga,
                  Ontario L5R 3T8

              
	 	
                Attn:
                  Greg Duman

              


      

      


      or
        to
        such other address as may have been furnished in the same manner by any party
        to
        the others.

      


      23.     Governing
        Law; Consent to Jurisdiction; Service of Process.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware without regard to its rules of conflict of laws. Each of
        the
        Company and the Indemnitee hereby irrevocably and unconditionally consents
        to
        submit to the exclusive jurisdiction of the Court of Chancery of the State
        of
        Delaware and the courts of the United States of America located in the State
        of
        Delaware (the "Delaware Courts") for any litigation arising out of or relating
        to this Agreement and the transactions contemplated hereby (and agrees not
        to
        commence any litigation relating thereto except in such courts), waives any
        objection to the laying of venue of any such litigation in the Delaware Courts
        and agrees not to plead or claim in any Delaware Court that such litigation
        brought therein has been brought in an inconvenient forum. Each of the parties
        hereto agrees, (a) to the extent such party is not otherwise subject to service
        of process in the State of Delaware, to appoint and maintain an agent in
        the
        State of Delaware as such party's agent for acceptance of legal process,
        and (b)
        that service of process may also be made on such party by prepaid certified
        mail
        with a proof of mailing receipt validated by the United States Postal Service
        constituting evidence of valid service. Service made pursuant to (a) or (b)
        above shall have the same legal force and effect as if served upon such party
        personally within the State of Delaware. For purposes of implementing the
        parties' agreement to appoint and maintain an agent for service of process
        in
        the State of Delaware, each such party does hereby appoint The Corporation
        Trust
        Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801,
        as
        such agent and each such party hereby agrees to complete all actions necessary
        for such appointment.

      


      [signature
        page follows]

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       


      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first above written.

      


      
        	 	
              	     

	 	
                Thomas
                  Equipment, Inc.

              
	 	 	     

	 	 	     

	 	 	     

	 	
                By:

              	/s/
                MICHAEL LUTHER
	 	
                 

              	
                Name:
                  Michael Luther

              
	 	
                 

              	
                Title:
                  Chairman

              
	 	 	     

	 	 	     

	 	
                Petter
                  M. Etholm

              
	 	 	     

	 	 	     

	 	
                /s/
                  PETTER M. ETHOLM