LEASE BETWEEN THOMAS EQUIPMENT LTD. - AND - THOMAS EQUIPMENT 2004 INC. THOMAS EQUIPMENT, INC. 29 Hawkins Road, Centreville, New Brunswick 29 McCain Produce Road, Florenceville, New Brunswick Powers Street, Grand Falls, New Brunswick

Execution Copy

(a)

date of this Lease: October 1, 2004

(b)

Landlord: ▇▇▇▇▇▇ Equipment Ltd.

(c)

address of Landlord: BCE Place, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇

(d)

Tenant: ▇▇▇▇▇▇ Equipment 2004 Inc. (“▇▇▇▇▇▇ 2004”) and ▇▇▇▇▇▇ Equipment, Inc. (formerly Maxim Mortgage Corporation) (“TEI”)

(e)

address of Tenant: ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇

(f)

Basic Rent: $564,000.00 per annum in equal monthly instalments of $47,000.00 each, based upon approximately $48.00 per square foot per annum of rentable area of the Buildings.

(g)

Term: two (2) years

(h)

Commencement Date: October 1, 2004

(i)

Expiration Date: September 30, 2006

(a)

The Tenant is a corporation validly subsisting under the laws of its jurisdiction of incorporation and has the power and capacity to enter into, execute and deliver this Lease and the deeds, documents and instruments contemplated hereby;

(b)

All necessary corporate action has been taken by the Tenant to authorize the execution and delivery of this Lease and all deeds, documents and instruments contemplated by this Lease and the performance of the Tenant hereunder and the Lease has been duly executed and delivered by the Tenant and constitutes a legal, valid and binding obligation of the Tenant enforceable against the Tenant in accordance with its terms subject to (i) applicable laws relating to the bankruptcy, insolvency and other laws of general application affecting the enforcement of creditors’ rights generally; and (ii) general equitable principles, including the fact that the availability of equitable remedies is in the discretion of a court of competent jurisdiction;

(c)

The Tenant is registered for the purposes of Part IX of the Excise Tax Act (Canada). ▇▇▇▇▇▇ 2004’s GST Registration No. is 848171948RT0001; and

(d)

The Tenant is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, obligation, instrument, charter or by-law provision, order, judgment, decree, licence, permit or law which would be violated, contravened or breached by the execution and delivery by it of this Lease and all deeds, documents and instruments contemplated by this Lease and the performance hereof and thereof by the Tenant.

(a)

The Landlord is a corporation validly subsisting under the laws of its jurisdiction of incorporation and has the corporate capacity to own the Properties and to lease the Properties and to enter into, execute and deliver and this Lease and all deeds, documents and instruments contemplated hereby;

(b)

All necessary corporate action has been taken by the Landlord to authorize the execution and delivery of this Lease and all deeds, documents and instruments contemplated by this Lease and the performance of the Landlord hereunder and, this Lease has been duly executed and delivered by the Landlord and constitutes a legal, valid and binding obligation of the Landlord enforceable against the Landlord in accordance with its terms subject to (i) applicable laws relating to the bankruptcy, insolvency and other laws of general application affecting the enforcement of creditors’ rights generally; and (ii) general equitable principles, including the fact that the availability of equitable remedies is in the discretion of a court of competent jurisdiction; and

(c)

The Landlord is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, obligation, instrument, charter or by-law provision, order, judgment, decree, licence, permit or law which would be violated, contravened or breached by the execution and delivery by it of this Lease and all deeds, documents and instruments contemplated by this Lease and the performance hereof and thereof by the Landlord.

(a)

The Tenant shall pay to the Landlord as Additional Rent, in each Lease Year of the Term the Taxes. The Tenant shall pay in advance on the first day of each calendar month, on account of the obligation of the Tenant to pay the Taxes for such Lease Year, one-twelfth (1/12th) of the Landlord’s reasonable estimate of the amount of Taxes for such Lease Year. The Landlord shall provide satisfactory evidence to the Tenant, acting reasonably, that all exigible Taxes and assessments have been duly and promptly paid. The Landlord may from time to time re-estimate such monthly instalments on account of the Taxes and the Tenant shall thereafter pay to the Landlord such re-estimated monthly instalments. Within a reasonable period of time after the end of each Lease Year, the Landlord shall submit to the Tenant a statement showing the actual amount of the Taxes for such Fiscal Year. Such statement shall show in reasonable detail the information relevant and necessary for the exact determination of such amount and shall be stated by the Landlord to be accurate based upon its review and shall be final and binding upon the parties hereto. If such amount is greater or lesser than the estimated amounts paid by the Tenant on account thereof, appropriate adjustments will be made between the Landlord and the Tenant within fourteen (14) days after such statement is given. The rendering of any such statement shall not affect the Landlord’s right to subsequently render an amended or corrected statement.

(b)

The Landlord may contest or appeal any Taxes or assessments with respect thereto, withdraw any such contest or appeal or agree to any settlement with respect to any such Taxes or assessments. The Tenant shall co-operate with the Landlord in respect of any such contest or appeal and shall provide the Landlord with all relevant information, documents and consents in connection therewith. The Tenant shall only be required to pay a part of the Taxes which relates to a calendar year or other fiscal period of the taxing authority a part of which is included in a period prior to the Commencement Date, or after the expiration of the Term, proportionate to that part of such calendar year or fiscal period within the Term pro-rated on a per diem basis, based on a period of three hundred and sixty-five (365) days.

(c)

The Tenant shall promptly deliver to the Landlord on request copies of assessment notices, tax bills and other documentation received by the Tenant relating to Taxes. The Tenant will not contest or appeal any Taxes or assessments with respect thereto without the Landlord’s prior written consent, not to be unreasonably withheld. As a condition of any such consent the Landlord shall be satisfied that the Tenant has provided adequate security to the Landlord for the Taxes and the Landlord’s reasonable costs and expenses of any such contest or appeal and that no such contest or appeal shall involve any forfeiture, foreclosure, escheat, sale or termination of the Landlord’s title to the Properties or any part thereof.

(a)

The Tenant shall not make any repairs, replacements or Leasehold Improvements to any part of the Properties without first obtaining the Landlord’s written approval. The Landlord’s approval shall not be unreasonably withheld to Leasehold Improvements which do not affect the structure of the Properties or any of the electrical, plumbing, mechanical, heating, ventilating or air-conditioning systems or other base Building systems thereof. The Tenant shall submit to the Landlord: (i) details of the proposed work including drawings and specifications prepared by qualified architects or engineers and conforming to good engineering practice; (ii) such indemnification against liens, costs, damages and expenses as the Landlord requires including, without limitation, the cost of reviewing drawings and specifications; and (iii) evidence satisfactory to the Landlord that the Tenant has obtained, at its cost, all necessary consents, permits, licenses and inspections from all governmental and regulatory authorities having jurisdiction.

(b)

All such repairs, replacements or Leasehold Improvements by the Tenant to the Properties approved by the Landlord shall be performed: (i) at the cost of the Tenant; (ii) by competent workmen approved by Landlord (iii) in a good and workmanlike manner in accordance with all applicable legal and insurance requirements; (iv) in accordance with the drawings and specifications approved by the Landlord; and (v) subject to the reasonable regulations, controls and inspection of the Landlord. Any such repair, replacement or Leasehold Improvement made by the Tenant without the prior written consent of the Landlord or which is not made as herein required shall, if requested by the Landlord, be promptly removed by the Tenant at the Tenant’s expense and the Properties restored to its previous condition.

(c)

Notwithstanding anything contained in this Lease, if any repairs, replacements, additions or Leasehold Improvements to the Properties or to any improvements installed by or on behalf of the Tenant for the benefit of the Properties which are approved by the Landlord affect the structure of the Properties or any of the electrical, plumbing, mechanical, heating, ventilating or air-conditioning systems or other base Building systems thereof, affect the exterior doors of the Properties or the perimeter walls of the Properties including, without limitation, the windows or glass portions thereof, such work shall, at the option of the Landlord, be performed only by the Landlord or its contractors, but in all cases, at the Tenant’s cost. Upon completion thereof, the Tenant shall pay to the Landlord, upon demand, the Landlord’s costs relating to any such repairs, replacements, additions, Leasehold Improvements or other improvements including, without limitation, the fees of any architectural and engineering consultants, plus a sum equal to fifteen percent (15%) of such costs thereof representing the Landlord’s overhead. No repairs, alterations, additions or Leasehold Improvements to the Properties by or on behalf of the Tenant shall be permitted which may weaken or endanger the structure or adversely affect the condition or operation of the Properties or diminish the value thereof or result in an increase in the cost of the operation of the Properties.

(a)

All Leasehold Improvements shall immediately become the property of the Landlord upon affixation or installation, without compensation therefor to the Tenant. The Leasehold Improvements and Trade Fixtures shall not be removed from the Properties either during or at the expiration of the Term except that:

(i)

the Tenant may during the Term in the usual or normal course with the prior written consent of the Landlord remove its Trade Fixtures, provided the Tenant is substituting new and similar Trade Fixtures therefor of equal or greater value, and provided that in each case (1) the Tenant is not in default under this Lease, and (2) such removal is done at the Tenant’s cost; and

(ii)

subject to Article 14, the Tenant shall, at the expiration or earlier termination of the Term, at its own cost, remove such of its Trade Fixtures and Leasehold Improvements installed in or at the Properties as the Landlord requires to be removed.

(b)

Subject to Article 14, if the Tenant does not remove its Trade Fixtures within five (5) days of the expiration or earlier termination of the Term, the Trade Fixtures shall, at the option of the Landlord, become the property of the Landlord and may be removed from the Properties and sold or disposed of by the Landlord in such manner as it deems advisable, without compensation to the Tenant.

(c)

Subject to Article 14, the Tenant shall, in the case of every such removal either during or at the expiration or earlier termination of the Term, promptly make good any damage caused to the Properties by such removal and restore the Properties to their original condition prior to the installation of such Trade Fixtures or Leasehold Improvements in a good and workmanlike manner, and Section 5.5 shall apply, mutatis mutandis, or, at the option of the Landlord, pay to the Landlord the estimated cost of such removal and restoration.

(d)

Subject to Article 14, at the expiration or earlier termination of the Term the Tenant shall, at its own expense, remove: (i) from the Properties, at the option of and to the satisfaction of the Landlord, all machine bases, cabling (electrical or otherwise), piping (pneumatic, water or otherwise) and wiring (electrical, computer or otherwise) installed by or on behalf of the Tenant and make good any damage caused to the Properties by such removal and restore the Properties to its original condition prior to installation; (ii) any and all Hazardous Substances brought on to the Properties by or on behalf of the Tenant or which arise from the Tenant’s use or occupation of the Properties, and clean up any and all resultant or related contamination in compliance with all applicable laws and regulations; and (iii) from the Properties at the option of the Landlord, in compliance with all applicable laws and regulations, any and all storage and/or holding tanks (whether above or below ground) installed by or on behalf of the Tenant.

(a)

The Landlord shall be entitled, upon reasonable prior notice of at least 48 hours and during normal business hours (except in the event of an emergency or during the subsistence of an Event of Default when entry made be made without notice), to enter any and all of the Properties:

(i)

to examine any portion of the Properties, including, without limitation, to conduct tests, remove samples or carry out environmental assessments or appraisals;

(ii)

to take such action as may be necessary or advisable to prevent or ▇▇▇▇▇ damage to any portion of the Properties;

(iii)

to perform any repairs, maintenance, alterations or work permitted or required to be performed by the Landlord under this Lease; and

(iv)

for any other purpose necessary to enable the Landlord to perform its obligations or exercise its rights under this Lease.

(b)

If in the case of an emergency only, the Tenant or its authorized representative shall not be personally present to permit such entry by the Landlord to any Property or any part of the Properties, then such entry may be by forcible means without rendering the Landlord liable therefor and without affecting the Tenant’s covenants, obligations or agreements under this Lease.

(c)

The Tenant shall have no claim for injury, damages, loss or inconvenience suffered as a result of any such entry unless resulting from the gross negligence of the Landlord or those for whom at law it is responsible.

(d)

The Tenant shall not obstruct any conduit, wiring, pipe, duct, access panel and the like or do or omit to do any other thing which would unreasonably restrict access to any Building system or facility including, without limitation, heating, ventilating or air-conditioning units or equipment.

(e)

The Landlord shall use its reasonable efforts in the case of any entry to minimize interference with the Tenant’s business operations.

(a)

The Tenant shall take out and keep in full force and effect at its cost throughout the Term the following insurance:

(i)

all risks (including flood and earthquake) property insurance, as per industry standards, in an amount equal to the full replacement cost thereof, subject to a by-law endorsement and a stated amount co-insurance clause, upon the Properties (including foundations and excavations) and all Leasehold Improvements, Trade Fixtures, equipment, chattels and contents therein and thereof with reasonable deductions of up to three percent (3%) of the replacement cost of such property. If there is a dispute as to the amount which comprises full replacement cost, the decision of the Landlord’s insurer or such other independent expert as the Landlord shall engage to render such decision, shall be conclusive;

(ii)

comprehensive boiler and machinery insurance on a blanket repair and replacement basis with a by-law endorsement and limits for each accident in an amount not less than the full replacement cost of the Buildings and of all boilers, pressure vessels, air-conditioning and mechanical equipment and miscellaneous electrical apparatus owned or operated by the Tenant or by others (including the Landlord) on behalf of the Tenant in or at the Properties, or relating to or serving the Properties;

(iii)

comprehensive general liability insurance of not less than Seven Million Dollars ($7,000,000.00) combined limit in respect of bodily injury or death and property damage, or such higher limits as the Landlord acting reasonably or the Mortgagee acting reasonably requires from time to time, arising out of the Tenant’s use and occupancy of the Properties, including coverage for the sudden and accidental release of Hazardous Substances, with the Landlord and those designated by the Landlord as additional named insureds, a severability of interests and a cross-liability clause and with the following extensions: owner’s protective, products and completed operations, occurrence property damage, broad form property damage including completed operations, employer’s liability, broad form automobile, non-owned automobile including contractual liability, personal injury, blanket written contractual, and intentional acts to protect persons or property;

(iv)

standard owner’s form of automobile insurance providing third party liability insurance on all automobiles operated by the Tenant with inclusive liability limits of Three Million Dollars ($3,000,000.00);

(v)

twelve (12) months direct and indirect loss of earnings insurance for loss of earnings attributable to perils insured against under Sections 6.1(a)(i) and 6.1(a)(ii), including with respect to prevention of access to the Properties; and

(vi)

any other form of insurance as the Landlord, acting reasonably, requires from time to time in form, in amounts and for insurance risks against which a prudent owner or tenant would insure.

(b)

All policies shall name the Landlord and any Mortgagee as an additional named insured, as its interest may appear, and shall contain, as appropriate, the Mortgagee’s standard mortgage clause and a waiver of any subrogation rights which the Tenant’s insurers may have against the Landlord and against those for whom the Landlord is in law responsible, whether or not any damage is caused by the act, omission or negligence of the Landlord or those for whom the Landlord is in law responsible.

(c)

All policies (i) shall be taken out with insurers acceptable to the Landlord; (ii) shall be in a form satisfactory from time to time to the Landlord; (iii) shall be non-contributing with, and shall apply only as primary and not as excess to any other insurance available to the Landlord or the Mortgagee; and (iv) shall not be invalidated as respects the interests of the Landlord or of the Mortgagee and by reason of any breach or violation of any warranties, representations, declarations or conditions contained in the policies. All policies shall contain an undertaking by the insurers to notify the Landlord and the Mortgagee in writing not less than thirty (30) days prior to any material change, cancellation or termination thereof.

(d)

The Tenant agrees that (i) certificates of insurance on the Landlord’s standard form or, if required by the Landlord or the Mortgagee, certified copies of each such insurance policy, will be delivered to the Landlord as soon as practicable after the placing of the required insurance, and (ii) no review or approval of any such insurance certificate by the Landlord shall derogate from or diminish the Landlord’s rights or the Tenant’s obligations contained in this Lease.

(e)

The Tenant agrees that if the Tenant fails to take out or to keep in force any such insurance referred to in this Section 6.1, or should any such insurance not be approved by either the Landlord or the Mortgagee and should the Tenant not commence to diligently rectify (and thereafter not proceed diligently to rectify) the situation within forty-eight (48) hours after notice by the Landlord to the Tenant, the Landlord has the right, without assuming any obligation in connection therewith, to effect such insurance at the cost of the Tenant and all outlays by the Landlord shall be immediately paid by the Tenant to the Landlord, without prejudice to any other rights and remedies of the Landlord under this Lease.

(f)

The Tenant hereby releases the Landlord and those for whom the Landlord is in law responsible from all losses, damages and claims of any kind whatsoever in respect of which the Tenant is required to maintain insurance hereunder or as otherwise insured.

(a)

the occupation or use of the Property; or

(b)

any acts, omissions or negligence of the Tenant, its agents, employees, customers or invitees or others for whom it is in law responsible, in the Property or any part thereof;

(a)

fire or explosion;

(b)

falling plaster, ceiling tiles or fixtures;

(c)

gas, steam, smoke, water, rain, ice, snow or other substances from any sources leaking, falling or escaping into the Properties;

(d)

the act, omission or negligence of other Persons in or about the Properties or adjacent property thereto, other than the gross negligence of the Landlord or those for whom at law it is responsible;

(e)

the construction of any private, public or quasi-public work or structure;

(f)

any defect in any part of the Properties;

(g)

any condition, arrangement, operation, unavailability, interruption, suspension, cessation or failure of the electrical, plumbing, mechanical, heating, ventilating or air-conditioning or other Building systems or equipment or the supply of any utility or other service to the Properties; or

(h)

any act or omission of any Person or Persons employed or retained by the Landlord to perform any work or provide any services which the Landlord is obligated to perform or provide under this Lease, other than the gross negligence or wanton misconduct of the Landlord or those for whom at law it is responsible.

(a)

if, in the Landlord’s opinion reasonably considered, the financial background and status, business history and capability of the proposed Transferee is not satisfactory;

(b)

if the Tenant is then in default under this Lease;

(c)

the proposed Transferee has in the opinion of the Landlord a bad reputation in connection with complying with Environmental Laws;

(d)

the proposed Transferee has recently been a prospect involved in bona fide negotiations with the Landlord for the leasing of any Properties from the Landlord or is in any way affiliated with such bona fide prospect; and

(e)

the proposed use of any Property or any portion thereof is to be changed in a material way or the use will be more onerous.

(a)

If there is a permitted Transfer, the Landlord may collect rent from the Transferee and apply the net amount collected to the Rent and other monies payable by the Tenant under this Lease but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the Tenant’s covenants, obligations or agreements herein, or any acceptance of the Transferee (other than an assignee) as tenant, or a release from the Tenant from the further performance by the Tenant of its covenants, obligations and agreements under this Lease including without limitation under Article 14. Any consent by the Landlord shall be subject to the Tenant and Transferee executing an agreement in writing with the Landlord agreeing;

(i)

that the Transferee will be bound by all of the terms of this Lease and, in the case of an assignment, that the Transferee will be so bound as if it had originally executed this Lease as tenant; and

(ii)

in the case of an assignment, to amend this Lease to incorporate such terms, covenants and conditions as are necessary so that the Lease will incorporate any conditions imposed by the Landlord in its consent or required by this Section 8.2.

(b)

Notwithstanding any Transfer permitted or consented to by the Landlord, the Tenant shall remain liable under this Lease (including without limitation, under Article 14) and shall not be released or relieved from performing any of its covenants, obligations or agreements under this Lease (including without limitation, under Article 14).

(c)

The Landlord’s consent to any Transfer shall be subject to the condition that:

(i)

the net and additional rent payable by the Transferee shall not be less than the Rent and other monies payable by the Tenant under this Lease as at the effective date of the Transfer, (including any increases provided for in this Lease); and

(ii)

if the net and additional rent to be paid by the Transferee under such Transfer exceeds the Rent and other monies payable under this Lease, the amount of such excess, after deduction of the Tenant’s reasonable out-of-pocket costs to obtain such Transfer, shall be paid by the Tenant to the Landlord. If the Tenant receives from any Transferee, either directly or indirectly, any consideration other than rent or additional rent for such Transfer, either in the form of cash, goods or services (other than the proceeds of any financing as the result of a Transfer involving a mortgage, charge or similar security interest in this Lease) the Tenant shall forthwith pay to the Landlord an amount equivalent to such consideration. The Tenant and the Transferee shall execute any agreement required by the Landlord to give effect to the foregoing terms.

(d)

Notwithstanding the effective date of any permitted Transfer as between the Tenant and the Transferee, all Rent for the month in which such effective date occurs shall be paid in advance by the Tenant so that the Landlord will not be required to accept partial payments of Rent for such month from either the Tenant or Transferee.

(e)

The Tenant shall pay to the Landlord a fee as established by the Landlord from time to time and all costs incurred by the Landlord in connection with considering and processing any request by the Tenant for a consent to a Transfer including all legal costs, whether or not the Landlord consents to any Transfer. Any document evidencing any Transfer, whether or not the Landlord consents thereto, or setting out any terms applicable to such Transfer or the rights and obligations of the Tenant or Transferee thereunder, shall be prepared by the Landlord or its solicitors and all legal costs incurred shall be paid by the Tenant.

(a)

to re-enter into and upon any one or more of the Properties or any part thereof and repossess and enjoy them as of its former estate and to remove all persons and property from the Properties (any such property may be removed and stored in a public warehouse or elsewhere at the cost of or for the account of the Tenant), all without service of notice or resort to legal process and without being considered guilty of trespass or becoming liable for loss or damage occasioned thereby, anything herein to the contrary notwithstanding;

(b)

to enter any one or more of the Properties or any part thereof as agent of the Tenant, either by force or otherwise, and to relet the Properties or parts thereof for whatever term, and on such terms as the Landlord in its discretion may determine and to receive the rent therefor and as agent of the Tenant to take possession of any property of the Tenant on the Properties, to store such property at the cost and risk of the Tenant or to sell or otherwise dispose of such property in such manner as the Landlord may see fit without notice to the Tenant; to make alterations to any one or more of the Properties or any part thereof to facilitate their reletting; and to apply the proceeds of any such sale or reletting first, to the payment of any expenses incurred by the Landlord with respect to any such reletting or sale; second, to the payment of any indebtedness of the Tenant to the Landlord other than Rent; and third, to the payment of Rent and other monies payable by the Tenant hereunder in arrears; with the residue to be held by the Landlord and applied in payment of future Rent and other monies payable by the Tenant hereunder as it becomes due and payable. The Tenant shall remain liable for any deficiency to the Landlord;

(c)

to remedy or attempt to remedy any default of the Tenant under this Lease for the account of the Tenant and, for such purpose to do such things as may be required including, without limitation, entering upon any of the Properties for such purposes. No notice of the Landlord’s intention to perform the obligations of the Tenant in this Lease need be given to the Tenant unless expressly required by this Lease. The Landlord shall not be liable for any loss, injury (including death) or damage to property or Persons caused by acts of the Landlord (unless the acts are grossly negligent) in remedying or attempting to remedy such default and any such acts shall not be a re-entry or breach of any covenant for quiet enjoyment in this Lease. The Tenant shall pay to the Landlord all costs incurred by the Landlord in connection with remedying or attempting to remedy such default plus a sum equal to fifteen percent (15%) of such costs representing the Landlord’s overhead;

(d)

to recover from the Tenant all damages and expenses suffered or incurred by the Landlord as a result of any breach by the Tenant including, without limitation, if the Landlord terminates this Lease, any deficiency between those amounts which would have been payable by the Tenant for the remainder of the Term following such termination and the net amounts actually received by the Landlord during such period of time with respect to the Properties; and

(e)

to recover from the Tenant the full amount of the current month’s Rent plus Other Taxes due thereon together with the next three (3) months’ instalments of Rent plus Other Taxes due thereon, all of which shall accrue on a day-to-day basis and shall immediately become due and payable as accelerated rent.

(a)

The Tenant will forthwith provide the Landlord with copies of all notices, charges or other communications received or sent at any time by the Tenant regarding environmental matters including, without limitation, any non-compliance.

(b)

In the event there is any Release of any Hazardous Substance in, on or upon or from any Property, the Tenant shall forthwith at its sole cost and expense carry out such procedures as may be necessary to clean up, detoxify, neutralise, decommission, process, treat or dispose of the Hazardous Substance or anything contaminated by the Hazardous Substance or take such other actions as may be necessary so as to render the Hazardous Substance or the thing so contaminated incapable of causing material harm or degradation to the natural environment or material risk to human life or health, all to the satisfaction of the Landlord and all governmental or regulatory authorities having jurisdiction, and will provide to the Landlord a report of a duly qualified environmental engineer acceptable to the Landlord as to the action taken by the Tenant.

(c)

The Tenant shall not use or permit or suffer the use of any Property or any part thereof to generate, manufacture, refine, treat, transport, store, handle, transfer, Release, produce or process any Hazardous Substance other than those expressly permitted by Subsection 11.4(d).

(d)

The Tenant may bring into or allow to be present at the Properties only those Hazardous Substances, in quantities reasonably necessary in connection with the Tenant’s permitted use of the Properties set out in Section 10.1, which have received the Landlord’s prior written consent, which consent may be arbitrarily withheld.

(e)

The Tenant shall inspect all goods delivered to the Properties and will ensure that no Hazardous Substance is brought in or on the Properties by or for the Tenant or by or for those for whom the Tenant is in law responsible except in each case pursuant to and in accordance with Subsection 11.4(d). The Tenant shall at its own cost cause any goods, the nature of which is not known to the Tenant with certainty, to be tested by a qualified Person to determine whether they are or contain any Hazardous Substance before accepting the same, or permitting the same to be accepted, into the Properties. If the Tenant is found to be in breach of the requirements of this Subsection 11.4(e) the Landlord may, on behalf of the Tenant, rectify such breach and the Tenant shall promptly reimburse the Landlord for the cost of any test, analysis or inspection of goods in or on the Properties which are, or which the Landlord has reason to suspect, may be or contain a Hazardous Substance.

(f)

The Tenant agrees to indemnify and save harmless the Landlord against any and all liabilities, claims, damages, interest, penalties, fines, monetary sanctions, losses, costs and expenses whatsoever, including without limitation the cost of professional advisers and consultants, and experts in respect of any investigation, remedial action and clean up costs and expenses, arising in any manner whatsoever out of:

(i)

any breach by the Tenant of any provisions of Section 11.4 of this Lease or any non-compliance with any Environmental Laws which came about at any time during the Term provided the aforementioned indemnity shall not apply to instances of non-compliance with Environmental Laws to the extent solely resulting from the actions of the Landlord during the Term; and

(ii)

the generating, manufacture, refinement, treatment, transportation, storage, handling, transfer, production, processing or Release of any Hazardous Substance by Tenant or any other Person in, on, under or about the Properties and any nuisance arising therefrom during the Term.

(g)

In addition to and without restricting any other obligations or covenants herein, the Tenant covenants that it will:

(i)

comply in all material respects with all Environmental Laws (including, but not limited to, obtaining any required permits, licences or similar authorizations) relating to the Properties or the use of the Properties by the Tenant;

(ii)

promptly notify the Landlord in writing of any charges laid by any governmental authority alleging violation of any Environmental Laws, including but not limited to any Release of Hazardous Substances, relating to the Properties or the operations therein of the Tenant or any Person for whom it is in law responsible or over whom the Tenant may reasonably be expected to exercise authority or control, and of any notice by any governmental authority alleging or concerning violation of, or imposing requirements or asserting responsibility under, or pursuant to, any Environmental Laws, and of any order made by any governmental authority against the Tenant. The Tenant shall also promptly notify the Landlord in writing of any notice received by it from any other third party concerning any release or alleged release of any Hazardous Substances from any of the Properties. The Tenant undertakes to notify the appropriate regulatory authorities if so required under any Environmental Law within the time period set out in such law and failure by the Tenant to do so shall authorise but not obligate the Landlord to notify the regulatory authorities;

(iii)

permit the Landlord to, upon reasonable grounds, enter and inspect the Properties and the operations conducted therein; conduct tests and environmental assessments or appraisals; remove samples from the Properties; examine and make abstracts from and copies of any documents or records relating to the Properties; and interview the Tenant’s employees; all at such reasonable times and upon reasonable prior notice (except in the event of an emergency or during the subsistence of an Event of Default when entry can be made without notice) and intervals as the Landlord may desire;

(iv)

not cause or permit the occurrence of any Release of any Hazardous Substance in, on or upon or from the Properties except in compliance with Environmental Laws and not seek or permit at any time during the Term of this Lease to dispose of any Hazardous Substance in, on or upon the Properties without the prior written approval of the Landlord to do so;

(v)

not permit any Person to engage in any activity in, on or upon the Properties that may reasonably be anticipated to lead to a violation of any Environmental Laws or the imposition or assertion of liability or responsibility under any Environmental Laws on such Person, the Tenant or the Landlord, including without limitation, the issuance of an order;

(vi)

subject to the Tenant acquiring the Properties pursuant to a Property Sale completed in accordance with the provisions of Article 14, upon the expiration or termination of the Lease, remove any aboveground or underground storage tanks, pipes and other equipment associated with the tanks, installed at the Properties by or on behalf of the Tenant, including but not limited to removal of any product which is in or has escaped from any such tank or associated equipment;

(vii)

promptly provide to the Landlord a copy of any environmental site assessment or investigation of the Properties conducted by or for the Tenant at any time during the Term of the Lease and the Tenant shall, at the reasonable request of the Landlord, retain environmental consultants approved by the Landlord, to carry out an environmental site assessment of the Leased Properties including such additional investigations as the environmental consultant may recommend upon completing a preliminary assessment all of which shall be at the cost of the Tenant; and

(viii)

maintain all environmental and operating documents and records, including but not limited to permits relating to the operations at the Properties of the Tenant or any Person for whom it is in law responsible or over whom, the Tenant may reasonably be expected to exercise authority or control, which may be reviewed by the Landlord at any time during the Term on forty-eight (48) hours prior written notice (excepting emergencies, whether real or perceived, in which case no prior notice shall be required).

(h)

The Tenant acknowledges having received the Environmental Report and is aware of the presence of certain Hazardous Substances on portions of the Centreville Property detailed in the Environmental Report. The Landlord will carry out the remediation of the Centreville Property in a reasonable manner substantially in accordance with the Environmental Report (“Remedial Work”). The cost of the Remedial Work shall be borne by the Tenant and the Tenant shall reimburse the Landlord for such cost within ten (10) days of receipt of an invoice in respect of the Remedial Work. The parties have been advised by the Landlord’s consultant that the cost of the Remedial Work, taking into account normal contingencies, will approximate $50,000.00.

(a)

to sell, assign, convey or otherwise transfer its interest in any of the Properties to any person legally empowered to expropriate;

(b)

to grant, in the ordinary course of business, easements, licences, rights of way and other rights and privileges in the nature of easements which will not materially adversely affect Tenant’s use and enjoyment of the Buildings, nor its access thereto;

(c)

to release, in the ordinary course of business, existing easements and appurtenances which benefit the Properties which will not materially adversely affect Tenant’s use and enjoyment of the Buildings, nor its access thereto;

(d)

to dedicate or transfer unimproved portions of the Lands for road, highway or other public purposes which will not materially adversely affect its use and enjoyment of the Buildings, nor its access thereto; and

(e)

to execute covenants and restrictions affecting the Properties or any amendments thereto which will not materially adversely affect Tenant’s use and enjoyment of the Buildings nor its access thereto.

(a)

The transaction of purchase and sale of the Properties (the “Property Sale”) shall be completed in the case of the Purchaser exercising its option under Section 14.1 within five (5) Business Days of delivery of the Purchase Notice to the Landlord, and in the case of the Landlord exercising its option pursuant to Section 14.2 on the Expiration Date (in this Article, the “Closing Date”). If the Closing Date is not a day on which the appropriate Registry of Deeds Office is open the Closing Date shall be extended to the next day on which the appropriate Registry of Deeds Office is open. The closing shall take place at the offices of counsel to the Landlord, namely ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Fredericton, New Brunswick or such other place as the Landlord may advise in writing.

(b)

The purchase price for the Properties shall be Five Million and Nine Hundred Thousand Dollars ($5,900,000.00). The purchase price shall be allocated amongst the Properties and between the Lands and Buildings as mutually agreed by the parties within 120 days of the Commencement Date. In the event that the parties agree upon an allocation of the purchase price within such period then the parties shall treat such allocation as binding for all purposes, including the filing of all tax and other returns and the preparation of all financial statements and other documents and records legally required by the respective parties.

(c)

The Purchaser shall not be obligated to complete the Property Sale unless the title to the Lands is good and marketable and free from all encumbrances, except for the encumbrances set forth in Schedule “F” hereto. The Tenant acknowledges that it has conducted investigations as to title to the Lands and as of the Commencement Date it is satisfied as to such title and the Purchaser shall be deemed to be satisfied with title as of the Closing Date if it delivers a Purchase Notice under Section 14.1. The Purchaser shall be allowed thirty (30) days from the date that the Landlord delivers the Purchase Obligation Notice to update its investigation of the title to the Lands, at the Purchaser’s own expense. If within the time allowed for updating its examination of title, the Purchaser advises the Landlord in writing of any defect as to title to the Lands, that is not a Permitted Encumbrance, which materially affects marketability and which has not been caused by the breach or non-compliance by the Tenant (or those for whom the Tenant is responsible) under this Lease which the Landlord shall be unable or unwilling to remove, remedy or satisfy by the closing and which the Purchaser will not waive, the Sale Agreement shall, notwithstanding any intermediate acts or negotiations, be at an end and the parties shall have no further obligations under the Sale Agreement or this Article 14. Except for any such valid objection made within the required time period, the Purchaser shall be conclusively deemed to have accepted the Landlord’s title to the Properties.

(d)

Until completion of the Property Sale, the Buildings, fixtures and equipment shall be and remain at the risk of the Tenant, and the Tenant will hold all policies of insurance effected on the Properties and the proceeds in trust for the Landlord and the Tenant, as their interests pursuant to the Lease may appear. If after the exercise of the Purchase Notice and before the completion of the Property Sale, damage occurs to any of the Buildings erected on any of the Properties, the Purchaser shall complete the Property Sale and thereafter be entitled to receive all proceeds of any insurance with respect to the damage.

(e)

The following items shall be adjusted on the Closing Date: (i) Rent and other recoveries actually paid under the Lease; (ii) taxes and local improvement rates and charges affecting the Properties; (iii) utilities and fuel accounts with all metered accounts to be read on the date of adjustment if possible; and (iv) all other items reasonably capable and, subject to the provisions of this Article 14, properly the subject of adjustment in connection with the ownership, operation and management of the Properties of whatsoever nature. These items shall be apportioned and allowed to the date of completion of the Property Sale (such date itself to be apportioned to the Purchaser). The parties acknowledge that the Tenant will be paying certain of such items directly as tenant under the Lease.

(f)

The transfer/deed(s) of the Properties to the Purchaser shall be prepared by the Landlord substantially in the form attached hereto as Schedule “G” (the “Deeds”).

(g)

Any tender of documents or money may be made upon the Landlord or the Purchaser or upon the solicitor acting for the party on whom tender is desired.

(i)

The Properties shall be purchased on an “As-is Where-Is” basis. The Purchaser shall be deemed conclusively to be satisfied with the condition of the Properties at the Closing Date and shall be deemed unequivocally to have accepted the Properties and shall complete the purchase of the Properties on an "As Is - Where Is" basis. The term "As Is - Where Is" herein means in their condition or state at the of Closing Date and without any agreement, representation, warranty or obligation to inform of any kind including, more particularly, as to the suitability of the Properties for any use, their development potential and the quality of the Properties, including any environmental condition thereof and the existence, nature, kind, state or identity of any Hazardous Substances on, in, under or about the Properties and subject to all present and future claims, liabilities, suits, actions, penalties and investigations in progress or which may in the future arise directly or indirectly with respect to the Properties or the condition thereof.

(j)

In the event the Landlord has appealed the realty tax assessment relating to any Property, or any part thereof, with respect to any period prior to the Commencement Date, the Landlord shall be entitled to continue such appeals and the Landlord shall be entitled to receive any realty tax rebates, credits, refunds or payments resulting therefrom or from any other statutory or legislative change, or for any other reason, with respect to such period, provided that all costs for such appeals are borne exclusively by the Landlord in respect of such Property. In the event that any such rebates, credits, refunds or payments or any portion thereof is paid to the Tenant or Purchaser or otherwise credited to the Tenant or Purchaser, the Tenant or Purchaser agrees to hold same in trust for and on behalf of the Landlord and to forthwith pay or cause such amounts to be paid to the Landlord, including any such amounts credited directly to the tax roll for any portion of the Property, subject to the rights of tenants (if any). The Tenant and Purchaser agree that they shall make available to the Landlord copies of any correspondence and any other documentation relating to the reassessment of municipal realty taxes relating to the Properties which comes into the possession or control of the Tenant or Purchaser subsequent to the closing and relates to the time period prior to the Commencement Date. The Tenant and Purchaser agree to fully co-operate with the Landlord in collecting any such rebates, credits, refunds or payments relating to the time period prior to the Commencement Date at the cost and expense of the Landlord.

(k)

In addition to the purchase price payable in respect of the Property Sale, the Purchaser shall be liable for and shall pay when due all applicable land transfer taxes, provincial sales taxes, federal goods and services taxes or harmonized sales taxes, if any, and all other taxes, duties and other like charges, including licence transfer fees, if any, (excluding any liabilities of the Landlord under the Income Tax Act (Canada) or any similar provincial legislation, including capital gains or recapture realized in connection with the Property Sale) and registration costs properly payable in connection with the Property Sale and if requested by the Landlord shall provide evidence of such payments.

(l)

The Purchaser shall assume at the closing, and shall pay, perform and fully discharge, to the exoneration of the Landlord, all of the covenants, liabilities and obligations of the Landlord in respect of the Properties arising from and after the Closing Date, including under the Permitted Encumbrances and provide on closing an indemnity with regard to same.

(m)

On or prior to closing, the Landlord will deliver to the Purchaser on payment of the purchase price for the Properties the following:

(i)

Deeds executed by the Landlord in favour of the Purchaser or as the Purchaser may otherwise direct, provided the Purchaser remains the beneficial owner of the Property, together with such affidavits of corporate execution as may be required under applicable laws;

(ii)

a certificate of an officer on behalf of the Landlord confirming that the Landlord is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada);

(iii)

vacant possession of the Properties, and surrender of this Lease;

(iv)

all keys, combinations and codes in the Landlord’s possession to the offices, security devices and other locks in the Buildings;

(v)

a statement of adjustments; and

(vi)

discharges of existing mortgages, charges and debentures which are not Permitted Encumbrances, in registrable form or, alternatively if discharges are not available on closing for any institutional mortgage, charge or debenture, the firm undertaking of the Landlord’s solicitors to obtain and register a discharge thereof within a reasonable period after the Closing Date together with a direction authorizing payment of an applicable portion of the closing proceeds to such lender, a mortgage statement for discharge purposes and, if necessary, evidence that the total amount of funds to be delivered to such lender is less than the balance of funds to be delivered by the lender on closing.

(n)

On or prior to closing, the Purchaser will deliver to the Landlord the following:

(i)

the purchase price payable under the Sale Agreement by way of certified cheque or bank draft drawn upon a Schedule 1 chartered bank, subject to the adjustments;

(ii)

if such is required either by the terms of any Permitted Encumbrance or by the Landlord, an assumption agreement in a form reasonably satisfactory to the Landlord, pursuant to which the Purchaser assumes the obligations of the Landlord contained in such document and indemnifies the Landlord in respect of matters arising thereunder from and after the Closing Date,

(iii)

an undertaking and indemnity regarding GST/HST whereby the Purchaser agrees to self-assess and remit for any GST/HST relating to the purchase transaction, together with a statutory declaration confirming the Purchaser’s GST/HST number;

(iv)

a surrender of the Lease; and

(v)

if on the Closing Date McCain Foods Limited owns shares of ▇▇▇▇▇▇ 2004, a registered first ranking mortgage and charge of each of the Properties in favour of McCain Foods Limited in a principal sum equal to the Redemption Price, (as defined in the articles of incorporation of ▇▇▇▇▇▇ dated October 1, 2004) with interest at the rate of twelve percent (12%) per annum as continuing collateral security for TEI’s obligations under that certain shareholders agreement pertaining to ▇▇▇▇▇▇ 2004 of even date herewith to purchase such shares from McCain Foods Limited for the Redemption Price. The mortgage/charge shall be in a form and content satisfactory to the Landlord, acting reasonably, and shall include customary obligations regarding insurance, repair and maintenance of the Properties.

(o)

Each party shall act in good faith in performing its obligations in connection with the completion of the Property Sale and shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party thereto may reasonably require from time to time for the purpose of giving effect to the Property Sale in accordance with this Article 14 and the Sale Agreement and shall use reasonable commercial efforts and take all such steps as may be reasonably within its power to implement to their full extent the Property Sale in accordance with this Article 14 of the Sale Agreement.

	▇▇▇▇▇▇ EQUIPMENT LTD.
		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Authorized Signatory

	▇▇▇▇▇▇ EQUIPMENT 2004 INC.
		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
		Authorized Signatory

	▇▇▇▇▇▇ EQUIPMENT, INC.
		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
		Authorized Signatory

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