LIQUIDATION AGREEMENT

1.  

The Vendors hereby acknowledge and agree that the Company is liable to the Lenders for all obligations under the Financing Documents, including, without limitation, the following (collectively, the “ Obligations ”):  (a) the amounts set forth on Exhibit “C” attached hereto and incorporated herein by reference, and (b) all fees, costs, expenses, and costs of collection (including reasonable attorneys’ fees and expenses) heretofore or hereafter accruing and/or incurred by the Lenders in connection with the Financing Documents, including, without limitation, all reasonable attorneys’ fees and expenses incurred in connection with the negotiation and preparation of this Agreement and all documents, instruments, and agreements incidental hereto.

2.  

The Vendors hereby acknowledge and agree that they have no offsets, defenses, claims, or counterclaims against the Collateral Agent, the Lenders and/or their respective officers, directors, employees, attorneys, representatives, predecessors, affiliates, parents, successors, and assigns (the “ Released Parties ”) with respect to the Financing Documents, the Obligations, or otherwise, and that if the Vendors now have, or ever did have, any offsets, defenses, claims, or counterclaims against the Released Parties whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Agreement, all of them are hereby expressly WAIVED , and the Vendors each hereby RELEASE the Released Parties from any liability therefor.

3.  

The Vendors:

(a)  

Hereby ratify, confirm, and reaffirm all of the terms and conditions of the Financing Documents.  The Vendors further acknowledge and agree that, except as specifically modified in this Agreement, all terms and conditions of the Financing Documents shall remain in full force and effect;

(b)  

Hereby ratify, confirm, and reaffirm that (i) the obligations secured by the Financing Documents include, without limitation, the Obligations, and any future modifications, amendments, substitutions or renewals thereof, (ii) the Financing Documents, this Agreement, and the documents executed in connection herewith or related hereto (collectively, the “ Transaction Documents ”), grant security interests in favor of the Lenders in the undertaking of the Vendors and all present and after-acquired personal property and real property of the Vendors, and that such security interests remain in full force and effect, and (iii) all collateral, whether now existing or hereafter acquired, granted to the Collateral Agent and/or the Lenders pursuant to the Transaction Documents shall continue to secure all of the Obligations until payment in full of the Obligations; and

(c)  

Shall, from and after the execution of this Agreement, execute and deliver to the Collateral Agent whatever additional documents, instruments, and agreements that the Lenders may reasonably require in order to vest or perfect the Transaction Documents and the collateral granted to the Lenders therein more securely in the Collateral Agent and Lenders and to otherwise give effect to the terms and conditions of this Agreement.

4.  

The Vendors have presented the Lenders with a proposed wind-down plan (hereinafter, the “ Wind-Down Plan ”), together with a projected budget (hereinafter, the “ Budget ”) covering the period from the date of this Agreement through the anticipated wind-down of the Vendors’ operations on or about December 31, 2009 (hereinafter, the “ Termination Date ”), a copy of which is annexed hereto marked Exhibit “D”.  The Budget sets forth the anticipated expenses and costs of the Vendors’ operations through the date of closing on the Sale, and the subsequent wind down of the Vendors’ operations (hereinafter, the “ Budgeted Expenses ”).  In connection therewith:

(a)  

The Vendors warrant and represent to the Lenders that the Budget contains the Vendors’ best estimate of all foreseeable, reasonable, and necessary expenses which may be incurred or otherwise are required to be paid in connection with the Sale and the subsequent wind-down of the Vendors’ operations.

(b)  

Certain of the Budgeted Expenses identified on the Budget as “Funds req’d at closing” in the amount of $762,532.00 (the “ Specified Expenses ”), need to be paid on or before the closing on the Sale, and the Vendors do not have sufficient funds on hand to pay for the same.  Accordingly, the Vendors have requested that YA Global make a loan in the amount of $762,532.00 (the “ Bridge Loan ”) to fund such Specified Expenses, and YA Global has agreed to do so, subject to the following:

(i)  

The Bridge Loan shall be made upon, and subject to, the terms and conditions set forth in a Bridge Note in the form attached hereto as Exhibit “E” (the “ Bridge Note ”);

(ii)  

All amounts advanced under the Bridge Loan, and all interest accrued thereon and/or fees, costs, expenses, and costs of collection incurred in connection therewith and all other amounts due under the Bridge Loan Documents shall constitute Obligations, shall be secured by all collateral which secures the Obligations, and shall be repaid as part of the Obligations from the proceeds of the Sale and/or the Excluded Assets (as defined below) in accordance with the provisions of this Agreement, subject to certain agreements among the Lenders regarding the application of such proceeds; and

(iii)  

At the option of YA Global, with the consent of the other Lenders, the proceeds of the Bridge Loan may be disbursed directly to the party to which the Specified Expense is due, or deposited into the Pledged Account, as defined below, to be used by the Vendors solely to pay the Specified Expenses.  The Vendors shall cooperate fully with YA Global in making such disbursements directly to the parties to which the Specified Expenses are owed, and shall execute and deliver to YA Global such notices, documents, instruments and/or agreements as YA Global may require in connection with the same.

(c)  

Provided that no Termination Event, as defined below, has occurred, the Lenders (i) will permit the Vendors to use their cash on hand, or other cash or funds received by the Vendors from assets excluded from the Sale, as set forth on Schedule 2.01 to the APA (hereinafter, the “ Excluded Assets ”) to pay Budgeted Expenses and the proceeds of the Bridge Loan to pay Specified Expenses (if not disbursed directly as set forth above), but only to the extent that such Budgeted Expenses/Specified Expenses are actually incurred and are then due and payable, and, to the extent that the funds available pursuant to sub-section (i) are not sufficient to pay all such Budgeted Expenses, then (ii) will deposit in the Pledged Account (as defined below) from funds received under the APA, if and when such amounts are actually received by the Collateral Agent in good and collected funds, prior to such funds being distributed to the Lenders, sufficient amounts to pay such Budgeted Expenses that are actually incurred and then due and payable. The Vendors covenant and agree that they shall not, without the prior written consent of the Collateral Agent and the Lenders, pay any Budgeted Expense (x) prior to the week that such Budgeted Expense is scheduled to be paid as shown in the Budget, or (y) in excess of the Budgeted Expenses set forth in the Budget, whether by line item or in the aggregate.

5.  

On or before December ___, 2008, the Company shall open an account (the “ Pledged Account ”) with a U.S. branch of Wachovia Bank, N.A., or another U.S. bank acceptable to the Collateral Agent and the Lenders and will deposit into the Pledged Account all cash, collections, and other funds as and when received by the Vendors, including, without limitation, all proceeds from the Excluded Assets and all proceeds of the Bridge Loan which are not directly disbursed per the provisions of Paragraph 4, above.  The Company shall execute and deliver all such documents (including a pledge agreement and control agreement) as such bank and the Lenders may require in order to grant the Collateral Agent for the benefit of the Lenders a perfected security interest in the Pledged Account to secure the Obligations.  The Vendors shall not open or maintain any deposit accounts, savings accounts, money market accounts, or any other account or investment, with any other bank, lending institution, or financial company, with the sole exceptions of the Pledged Account and the Company’s existing deposit account #’s _______, and _________ maintained with _______________ (the “ Existing Accounts ”) which the Vendors are required to keep open pursuant to the Transition Services Agreement entered into with Bendix (as defined below) in connection with the APA (the “ Transition Services Agreement ”) for 120 days for the sole purpose of collecting payments on accounts receivable which are to be sold to Bendix per the APA.  The Vendors covenant and agree that (a) any funds currently in such accounts which are not proceeds of accounts receivable sold to Bendix will be immediately transferred to the Pledged Account, (b) no funds of any nature shall be deposited in such accounts other than funds received from accounts receivable which have been sold to Bendix, and (c) the Vendors will close such accounts no later than 120 days from the date of the Transition Services Agreement.  Unless and until the occurrence of a Termination Event, the Company shall have access to the funds contained in the Pledged Account solely for the payment of Budgeted Expenses/Specified Expenses in accordance with Paragraph 4, above, provided, however, that the Company covenants and agrees that it will not pay any Budgeted Expenses/Specified Expenses without first providing at least three (3) days written notice to the Lenders of the same.  If and when the funds contained in the Pledged Account equal or exceed the amounts necessary to pay any remaining Budgeted Expenses, such excess funds shall be remitted to the Collateral Agent for the benefit of the Lenders in accordance with the instructions set forth on Exhibit “F” attached hereto.  Further, upon the earlier of (a) the completion of the wind-down of the Vendors’ businesses, or (b) the time at which all Budgeted Expenses that have been incurred or which are reasonably expected to be incurred, have been paid, all remaining funds contained in the Pledged Account shall be remitted to the Collateral Agent for the benefit of the Lenders in accordance with the instructions set forth on Exhibit “F” attached hereto.

6.  

The Vendors have informed the Lenders that they have entered into the APA with Bendix CVS Canada Inc. (“Bendix”), as purchaser, and Bendix Commercial Vehicle Systems LLC, as guarantor of Bendix’s obligations under the APA, and have requested that the Lenders consent to the same.  The Lenders hereby consent to the Vendors entering into the APA.  In consideration of the Lenders providing their consent to the Vendors entering into the APA, the Vendors agree as follows:

(a)  

Capitalized terms used in this Section and not otherwise defined herein, shall have the meaning therefore set forth in the APA.

(b)  

The Vendors hereby acknowledge and agree that the Lenders hold a perfected, first priority security interest in the APA and the Escrow Agreement, and all of the Vendors rights thereunder, including, without limitation, all rights to payment thereunder and the right under the Escrow Agreement to the return of the undertaking and all assets of the Purchased Business if the transaction is unwound (which constitute rights in such undertaking and property and a continuing interest in such undertaking and property).  In that regard, the Vendors acknowledge and agree that all payments under the APA have been directed to the Collateral Agent in accordance with the instructions set forth on Exhibit “F” attached hereto, and upon receipt by the Collateral Agent, will be applied in reduction of the Obligations in a manner determined by the Lenders in their sole and exclusive discretion.  In the event that notwithstanding the foregoing, a Vendor receives, or otherwise obtains or comes into the possession of, any payments due under the APA, or any other proceeds of the Sale, then such Vendor shall hold such payments or proceeds in trust for the Lenders, and shall immediately remit the same to the Collateral Agent in accordance with the instructions set forth on Exhibit “F” attached hereto in the same form received, with any necessary endorsements thereon.

(c)  

The Vendors covenant and agree that the Vendors will not, and will not cause or encourage any other party to, cancel, revoke, terminate, rescind, or abandon the APA, or to amend, modify, waive, or otherwise change any of the terms and conditions of the APA, or consent to any of the foregoing, in any manner, without the prior written consent of the Collateral Agent and the Lenders.

(d)  

The Vendors shall provide the Lenders with notice immediately upon it becoming reasonably apparent to the Vendors that (i) either the Vendors or Bendix will not be able to consummate the Sale on or before December 5, 2008, or (ii) the required shareholder approvals will not be obtained on or before March 13, 2009.

(e)  

The Vendors shall use their commercially reasonable best efforts to close on the Sale upon the terms contemplated by the APA on or before December 5, 2008.

(f)  

Upon the closing of the Sale, the Vendors shall, as soon as is practicable thereafter, subject to applicable law, convene and hold a special meeting of the shareholders of the Company for the purpose of passing special resolutions to approve the Sale and any other transactions contemplated by the APA, but in any event on or before March 13, 2009, or if the Company is unable to obtain, after using its best efforts to do so, such shareholder approval of the Sale and the other transactions contemplated by the APA, the Company will use all reasonable commercial efforts to obtain an order of the British Columbia Supreme Court declaring that the Sale is for valuable consideration to Bendix who is dealing with the Company in good faith pursuant to Section 301(3)(a) of the Business Corporations Act (British Columbia) or is otherwise valid.

(g)  

The Company covenants and agrees to cooperate fully with the Lenders who are entering into a voting agreement as contemplated by the APA, and to provide such Lenders with all such documents, instruments, agreements, and waivers as such Lenders may reasonably request, in connection with any such Lender’s conversion of a portion of the Obligations into shares of the Company pursuant to the terms and conditions of the Convertible Debentures set forth on Exhibit “A” attached hereto, to promptly issue the required shares to such Lenders, and to otherwise fully comply with all of the Company’s obligations under the Convertible Debentures and the other Financing Documents in connection with the same.

(h)  

The Company covenants and agrees to cooperate fully with the Lenders, and to provide the Lenders with all such documents, instruments, agreements, and waivers as the Lenders may reasonably request, in connection with the Lenders’ performance pursuant to that certain Voting Arrangement Agreement of even date herewith entered into by and among Bendix, the Company, and the Lenders.

(i)  

The Vendors will provide the Lenders with copies of all correspondence, notices, documents, agreements and other written information and/or materials relating to the Sale, the APA, the shareholder meeting, shareholder approval, the wind-down of the Vendors operations, and all related matters, as and when such materials are sent, or received by, the Vendors, and shall at all times keep the Lenders fully apprized of the status of the Sale, the Vendors efforts to obtain shareholder, or court, approval of the same, and, after the closing on the Sale, all transactions between the Vendors and Bendix thereafter, including, without limitation, the calculation of Closing Net Book Value and Final Net Book Value, and calculation of Earnout Payments.  In that regard, the Vendors covenant and agree (i) to provide the Lenders with copies of the Closing Net Book Value Statement and each Earn Out Statement promptly upon receiving the same, (ii) to provide the Lenders with prior notice before inspecting, examining or auditing any information or other materials provided by Bendix pursuant to Section 2.03 of the APA, or observing any physical inventory under Section 2.04 of the APA, and allow the Lenders and/or their auditor or representatives to participate in the same, (iii) not to dispute any Earn Out Statement or deliver a Notice of Objection to Bendix, or take any other material action under the APA, without first providing the Lenders with a detailed summary of the Vendors objection to the Earn Out Statement and/or Closing Net Book Value Statement, or proposed action, and obtaining the Lenders consent to the same, which consent shall not be unreasonably withheld, conditioned, or delayed, and (v) to provide the Lenders with prior notice of any other meeting or conference call with Bendix, and, at the Lenders request, allow the Lenders to participate in the same.

(j)  

Weekly, on or before 11:00 a.m. on Wednesday of each week, the Vendors shall provide the Lenders with a report of the status of the Sale, the Vendors’ efforts to obtain s