CONSULTING AGREEMENT

1.

The Consultant shall continue to work as an at will employee of Carpenter until January 31, 2009.  Consultant shall continue to hold the title of “Senior Vice President and Chief Technology Officer” and his salary, benefits and other compensation terms shall not be altered by Carpenter during that period.  Effective January 31, 2009, Consultant shall voluntarily retire as an active employee of Carpenter and he may seek retirement benefits under one or more of the existing Carpenter retirement plans.  Carpenter shall accept Consultant’s retirement notice on that occasion and, if asked and if Consultant qualifies at the time, it shall facilitate Consultant’s retirement under one or more of its existing retirement plans.  On the occasion of his retirement, Carpenter shall immediately accelerate the vesting of Consultant’s existing restricted stock interests in accordance with the terms of the plans and agreements that govern or affect those equity interests.  The parties specifically recognize and agree that certain stock options that were granted to Consultant during June 2008 shall lapse and become null, void and unenforceable on that occasion because Consultant has not satisfied an employment term predicate.

2.

Beginning on the date he executes this Agreement and continuing until the date he voluntarily resigns or retires, Consultant shall report to its Chief Executive Officer and to other Carpenter executives designated by her.  The terms and conditions of Consultant’s employment relationship with Carpenter will not change if he complies fully throughout this period with the Code of Conduct applicable to all Carpenter employees.  If Consultant violates any material term of the Code of Conduct, Carpenter may discipline him, it may terminate Consultant as an employee, and it may then unilaterally declare all or any of the terms of this Agreement null, void and unenforceable.  If Consultant complies fully with the terms of Carpenter’s Code of Conduct during this period, he shall be permitted to retire as detailed above and, if he is eligible under existing plans, he may collect retirement benefits at that time or, if appropriate, at a later date.

3.

Beginning on February 1, 2009 and continuing through January 31, 2012, Consultant shall become an independent contractor who may use the title “Chief Technology Officer Emeritus” in ways that will not mislead the public concerning his actual status as an independent contractor and who will serve Carpenter, and its affiliates and subsidiaries, exclusively in the following roles:

a.)

He will assist Carpenter and members of its leadership team in all matters reasonably related to the analysis, evaluation and actual acquisition of other businesses or business interests or business relationships; and

b.)

He will provide technical consulting services to Carpenter; and

c.)

He will, as requested, represent Carpenter and its interests in industry or technical organizations, associations or groups; and

d.)

He shall accept such other assignments as the Carpenter Chief Executive Officer may from time to time deliver to him, if they reasonably relate to any job he held while employed by Carpenter.

4.

Unless terminated earlier as detailed elsewhere in this text, the work and consulting terms of this Agreement shall not terminate or end before January 31, 2012.  Carpenter’s obligations to make these payments to Consultant shall continue until any termination of this Agreement.  Carpenter will be relieved of this obligation only if it a) properly terminates this Agreement as detailed below; b) if the Consultant becomes permanently disabled and is not able to perform the duties required by this Agreement; or c) if the Consultant dies.

5.

Carpenter shall pay Consultant a total of One Million Five Hundred Seventy-Five Thousand United States Dollars (US$1,575,000) throughout the term of this Agreement for his services as an independent contractor.  This sum shall be made in the following installments.  First, Carpenter shall pay Three Hundred Thirty Thousand Dollars ($330,000) to him no later than February 1, 2009.  Thereafter, Carpenter shall pay him Thirty-Five Thousand Five Hundred Seventy-One Dollars (US$35,571) on the last business day of each month for thirty-five months commencing during March 2009.  Consultant promises to pay all federal, state or local income taxes related to these revenues, and he promises to indemnify, defend and hold Carpenter harmless if his timely failure to do so causes Carpenter any actual or threatened liability.  Consultant also may recover from Carpenter all expenses reasonably incurred by him in connection with   his assigned duties.  With the exception of secretarial services, Consultant will be reimbursed for out-of-pocket expenses in the same ways, and at the same rates, as persons who hold the title “Senior Vice President” or the equivalent at the time the expense actually is incurred by Consultant.  Consultant may not recover from Carpenter any expenses associated with secretarial or administrative support or related expense.  Carpenter may require Consultant to produce acceptable evidence of an expense before any reimbursement will be made to him.

6.

In addition to the monthly cash consideration and for the duration of this Agreement, Carpenter will provide medical and prescription benefits to Consultant and eligible family members according to the same terms and conditions that those benefits are provided to active senior members of the Carpenter team.

7.

Throughout the term of this Agreement, and for a three year period following its termination for any reason, Consultant shall not, directly or indirectly:

a.)

Cause,