PURCHASE AGREEMENT DATED AS OF MAY 8, 2007 BY AND AMONG TSS AVIATION, INC., TSS HOLDINGS, INC. AND STANDARD AERO, INC.

or threatened Tax audit or assessment for which the indemnified party may have liability pursuant to this Agreement (a “Tax Claim”), notice thereof (a “Third Party Notice”) shall be given to the indemnifying party as promptly as reasonably practicable. The failure of any indemnified party to give timely notice hereunder shall not affect such indemnified party’s rights to indemnification hereunder, except to the extent such delay or failure materially prejudices the indemnifying party’s ability to defend such Claim or mitigate any Losses resulting therefrom. After receipt of a Third Party Notice, the indemnifying party shall have the right by providing written notice acknowledging such indemnifying party’s obligation to indemnify the indemnified party (subject to the limitations contained in this Agreement) to (i) take control of the defense and investigation of such lawsuit or action, (ii) employ and engage attorneys of its own choice (subject to the approval of the indemnified party, such approval not to be unreasonably withheld) to handle and defend the same, at the indemnifying party’s sole cost, risk and expense, and (iii) compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld; provided, that such consent will not be required if such settlement includes an unconditional release of the indemnified party and otherwise provides solely for payment of monetary damages for which the indemnified party will be indemnified in full. In determining whether consent is unreasonably withheld or conditioned with respect to any proposed settlement by either party under this subsection, the merits of the matters at issue shall be considered (and thus it shall not be reasonable for a party to withhold consent if, for example, the merits clearly favor the settlement position for which consent is requested), as well as the relative amount of Losses at issue. The indemnified party shall, at the expense of the indemnifying party, cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; and the indemnified party may, at its sole cost and expense, further participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom, with such participation including with respect to any Tax Claim, the indemnified party having an opportunity to comment on any written materials prepared in connection with such Tax Claim and attending any proceedings, conferences and meetings with representatives of any Governmental Authority relating to any such Tax Claim; provided, however, that the indemnifying party shall bear the reasonable fees, costs and expenses of one separate counsel for the indemnified party in each jurisdiction (and shall pay such fees, costs and expenses at least quarterly) if, but only if, the indemnified party shall have reasonably concluded that (x) there may be a conflict of interest (including one or more legal defenses or counterclaims available to it or to other indemnified parties which are different from or additional to those available to the indemnifying party) that would make it inappropriate in the reasonable judgment of the indemnified party (upon and in conformity with the advice of counsel) for the same counsel to represent both the indemnified party and the indemnifying party or (y) the claim seeks non-monetary relief which, if granted, could adversely affect the indemnified party or its Affiliates. If the indemnifying party fails to assume the defense of such claim within thirty (30) days after receipt of the Third Party Notice (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of such indemnified party to defend such claim), the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim (the costs and expenses of which defense shall be paid by the indemnifying party) and the indemnifying party shall have the right to participate therein at its own cost; provided, however, that, prior to the

time that the indemnifying party assumes the defense hereunder, the indemnified party may take such actions as are necessary so that its ability to defend such claim is not materially impaired.

          (D) Limitations on Indemnification Obligations of Seller. Notwithstanding the foregoing, (i) no Purchaser Indemnified Party shall be entitled to indemnification pursuant to Section 7.02(A)(i) for any Losses unless and until the amount of all Losses for which all Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 7.02(A)(i) exceeds $300,000 (the “Basket Amount”), at which time the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 7.02(A)(i) for all Losses sustained by such Purchaser Indemnified Parties (including all Losses incurred prior to exceeding the Basket Amount), and (ii) in no event shall the aggregate amount of Losses for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 7.02(A)(i) exceed the amount of Indemnity Escrow Funds (the “Indemnification Cap”); provided, however, the foregoing limitations shall not apply to Losses attributable to a breach, inaccuracy or failure to be true of any representation or warranty set forth in Sections 3.01 (Organization), 3.02 (Authorization), 3.03 (Capitalization of the Company), 3.04 (Subsidiaries), 3.18 (Environmental) or 3.19 (Taxes). Notwithstanding the foregoing in no event shall the aggregate amount of Losses for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to this Agreement exceed $10,000,000.

          (E) Limitations on Indemnification Obligations of Purchaser. Notwithstanding the foregoing, (i) no Seller Indemnified Party shall be entitled to indemnification pursuant to Section 7.02(B) for any Losses unless and until the amount of all Losses for which all Seller Indemnified Parties are entitled to indemnification pursuant to Section 7.02(B)(i) exceeds the Basket Amount, at which time the Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 7.02(B) for all Losses sustained by such Seller Indemnified Party (including all Losses incurred prior to exceeding the Basket Amount), and (ii) in no event shall the aggregate amount of Losses for which the Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 7.02(B) exceed the Indemnification Cap; provided, however, the foregoing limitations shall not apply to Losses attributable to a breach, inaccuracy or failure to be true of any representation or warranty set forth in Section 4.01 (Organization and Authority of Purchaser).

          (F) Determination of Losses. The parties shall make appropriate adjustments for (i) insurance coverage in determining Losses for purposes of this Article 7, and an indemnified party shall be entitled to indemnification pursuant to this Article 7 only with respect to the amount of Losses that are in excess of the cash proceeds actually received by the indemnified party (after deducting reasonable costs and expenses incurred in connection with recovery of such proceeds) pursuant to such insurance, and (ii) tax benefits actually realized by the indemnified party in the year in which the applicable Loss is incurred in the form of a reduction in cash Taxes paid by such party, resulting from the event that gives rise to the Loss.

          (G) Survival. Notwithstanding any provision hereof to the contrary, no Claim may be asserted for the breach of any representation, warranty, covenant or agreement contained herein after the expiration of the survival period applicable to such representation, warranty, covenant or agreement, as specified in Section 7.01; provided, that neither Section 7.01 nor this Section 7.02(G) shall limit the ability of any indemnified party to recover for any Claim relating

47

to the breach of any representation, warranty, covenant or agreement asserted prior to the expiration of the survival period applicable to such representation, warranty, covenant and agreement.

          (H) Waiver and Release by Seller. From and after the Closing Date, Seller shall have no right of contribution or indemnification against the Company and shall otherwise hold the Company harmless for any amounts paid or payable to any Purchaser Indemnified Party as a result of any Claim arising from or relating to a breach by the Company of any of its representations, warranties, covenants or other agreements contained herein or any Pre-Closing Environmental Matter. Effective as of the Closing, Seller, on behalf of itself, its shareholders and each of its and their past, present and future Affiliates, beneficiaries, successors and assigns (“Related Persons”), hereby releases and forever discharges the Company and each of its past, present and future Affiliates, subsidiaries, shareholders, successors and assigns, and their respective managers, officers, directors and employees (each individually, a “Releasee” and collectively, “Releasees”), from any and all claims, demands, proceedings, causes of action, court orders, obligations, contracts, agreements (express or implied), debts and liabilities under or relating to the Assets, the Stock, the Business, the Company or its predecessors in interest (including any liability or obligation arising under or pursuant to any employment agreement or other compensation arrangement) whether known or unknown, suspected or unsuspected, both at law and in equity, which Seller or any of its Related Persons now has, has ever had or hereafter has against the respective Releasees as a result of any act, circumstance, occurrence, transaction, event or omission on or prior to the Closing Date. Notwithstanding the foregoing, Seller does not release, and this Section 7.02(H) shall not be deemed to affect, any claim of Seller or its Related Persons or any obligation of Purchaser pursuant to this Agreement or the Ancillary Agreements (including any obligation of Purchaser, if any, to pay any Increase Amount and any claim against Purchaser for indemnification pursuant to Section 7.02 of this Agreement).

          (I) Access to Escrow. From and after the Closing, Purchaser shall be entitled to payment from the Indemnity Escrow Funds pursuant to the Escrow Agreement for all Losses for which Purchaser or any other Purchaser Indemnified Party is entitled under Section 2.05, this Section 7.02 or Article 8; provided, that such recourse shall be the sole and exclusive remedy of Purchaser and the other Purchaser Indemnified Parties for damages under Section 7.02(A) other than (i) with respect to a breach, inaccuracy or failure to be true of any representation or warranty set forth in Sections 3.01 (Organization), 3.02 (Authorization), 3.03 (Capitalization of the Company), 3.04 (Subsidiaries), 3.18 (Environmental) or 3.19 (Taxes) or (ii) for actual fraud.

          (J) Release of Escrow. (i) On the eighteen (18) month anniversary of the Closing Date, Seller shall be entitled to a one time disbursement from the Escrow Account (as defined in the Escrow Agreement) of the amount of Indemnity Escrow Funds, if any, in excess of an amount equal to the sum of (a) $2,000,000 (plus any interest or other income earned thereon to the extent not otherwise distributed in accordance with the Escrow Agreement) plus (b) the aggregate amount of any claims for payment from the Indemnity Escrow Funds that remain unresolved as of such date (plus any interest or other income earned on such amount to the extent not otherwise distributed in accordance with the Escrow Agreement).

          (ii) On the thirty-six (36) month anniversary of the Closing Date, Seller shall be entitled to a disbursement from the Escrow Account (as defined in the Escrow Agreement) of

48

the amount of Indemnity Escrow Funds, if any, in excess of an amount equal to the aggregate amount of any claims for payment from the Indemnity Escrow Funds that remain unresolved as of such date (plus any interest or other income earned on such amount to the extent not otherwise distributed in accordance with the Escrow Agreement). Upon the final resolution of such remaining claims, any remaining amount of the Indemnity Escrow Funds shall be disbursed to Seller.

     Section 7.03 Non-Reliance. Each of the parties acknowledge that they are sophisticated parties which were advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Purchaser acknowledges that it has performed a comprehensive due diligence investigation of the Business and the operations of the Company. Each party acknowledges that (1) there are no representations or warranties by or on behalf of any party hereto or any of its respective Affiliates or representatives in connection with the transactions contemplated by this Agreement other than those expressly set forth in this Agreement; (2) no party has relied or will rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement (including the Disclosure Schedule hereto), the Ancillary Agreements and any document delivered pursuant hereto or thereto; and (3) the parties’ respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement and the Ancillary Agreements. Seller and its Affiliates, agents, officers, directors and shareholders will not have or be subject to any liability to Purchaser or any other Purchaser Indemnified Party resulting from the distribution to Purchaser, or Purchaser’s use of, any information not contained in this Agreement (including the Disclosure Schedule hereto). Notwithstanding anything in this Agreement to the contrary, neither Seller nor the Company makes any representation, warranty or covenant of any kind with respect to any projection, estimate or budget previously delivered to or made available to Purchaser of future revenues, expenses or expenditures, future results of operations, future cash flows or future financial condition of the Company.

     Section 7.04 Sole Remedy. Each party agrees that the sole liability and obligations of the other party and the sole right, remedy and entitlement of each party for recovery of any monetary claim with respect to this Agreement shall be limited to indemnification under this Article 7, and all such parties hereby waive any and all other statutory and common law rights and remedies (including other rights of indemnification and contribution) which the parties have or may hereafter have, provided that such waiver shall in no event be construed to prevent Purchaser from seeking specific performance or other equitable relief or remedies or from bringing an action for fraud. Notwithstanding anything to the contrary in this Agreement, no party shall be liable to or otherwise responsible for punitive damages (except to the extent awarded to a third party).

ARTICLE 8.
TAX MATTERS

     Section 8.01 General Tax Matters.

          (A) Seller shall cause to be prepared in a manner consistent with past practices (except where otherwise required by applicable Law) and in accordance with Section 8.01(C) of

49

this Agreement all Tax Returns of the Company for taxable years or periods ending on or before the Closing Date but which are due to be filed after the Closing Date (taking into account all applicable extensions of time for filing) (“Pre-Closing Tax Returns”), and shall cause such Tax Returns to be delivered to Purchaser for comment and approval, not to be unreasonably withheld, conditioned or delayed no later than thirty (30) days prior to the due date for filing any such Tax Return (taking into account any applicable extensions of time to file). Purchaser shall cause the Company to timely file all such Pre-Closing Tax Returns. Purchaser shall cause to be prepared in a manner consistent with past practices (except where otherwise required by applicable Law) and in accordance with Section 8.01(C) of this Agreement all Tax Returns of the Company for taxable years or periods starting on or before the Closing Date and ending after the Closing Date (“Straddle Period Tax Returns”), and shall cause such Tax Returns to be delivered to Seller for comment and approval to the extent such comment and approval relate to Taxes attributable to the portion of the period that ends on the Closing Date (as determined in Section 8.01(C) below), which approval shall not be unreasonably withheld, conditioned or delayed, no later than thirty (30) days prior to the due date for filing any such Tax Return (taking into account any applicable extensions of time to file). Purchaser shall cause the Company to timely file all such Straddle Period Tax Returns. Seller shall pay to Purchaser (i) no later than three (3) Business Days prior to the due date for filing any Straddle Period Tax Return the amount of Taxes owing with respect to the portion of the taxable period covered by such Tax Return ending on the Closing Date (determined in accordance with Section 8.01(C) hereof) and (ii) no later than three (3) Business Days prior to the due date for filing any Pre-Closing Tax Returns the amount of Taxes owing with respect to such Pre-Closing Tax Return, in each case to the extent such Taxes were not reflected in the reserve for Taxes established on the Closing Balance Sheet and included in the calculation of Final Net Working Capital (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income, and reduced to give effect to the to the Transaction State Tax Benefits). For purposes of this Agreement, neither Pre-Closing Tax Returns or Straddle Period Tax Returns shall include Tax Returns of Seller, regardless of whether such Tax Returns relate to the Company, the Assets or the income or operations of the Business.

          (B) Seller and Purchaser shall cooperate fully, as and to the extent reasonably requested by the other party and at the requesting party’s out-of-pocket expense, in connection with the filing of any Tax Returns for the Company, the filing and prosecution of any Tax claims and any audit, litigation or other proceeding with respect to Taxes payable by the Company. Such cooperation shall include the retention of all books and records relating to the Company’s Taxes for a period of six (6) years after the Closing and (upon the other party’s request and expense) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

          (C) In the case of Taxes of the Company or related to the Company, the Assets or the income or operations of the Business that are payable with respect to a taxable period that begins on or before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the portion of such taxable period ending on the Closing Date shall be (i) in the case of property Taxes, ad valorem Taxes or other Taxes based on the value of property, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of

days in the entire period and (ii) in the case of any other Taxes, based on a closing of the books of the Company (or any of its Affiliates, as applicable) as of the close of business on the Closing Date.

          (D) In the provisions of this Article 8, references to any of Seller, the Company and Purchaser shall include successors.

     Section 8.02 Transfer Taxes. Any transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including recording fees) incurred in connection with this Agreement and the transactions contemplated hereby (“Transfer Taxes”) shall be paid one-half by Seller and one-half by Purchaser when due, and Seller will file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees (including recording fees), if required by applicable law. The expense of such filing or filings shall be borne by Seller.

     Section 8.03 Treatment of Indemnity and Other Payments. All indemnity and other payments made under this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Price.

     Section 8.04 Conflict with Article 7. In the event of any conflict between Article 7 and this Article 8, except for the provisions of Section 7.02(D) which shall control, this Article 8 shall control.

ARTICLE 9.
TERMINATION

     Section 9.01 Termination. This Agreement may be terminated at any time prior to the Closing:

          (A) by the mutual written consent of Seller and Purchaser;

          (B) by either Seller or Purchaser, if any Governmental Authority with jurisdiction over such matters shall have issued a Governmental Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, and such order, decree, ruling or other action shall have become final and unappealable; provided, however, that the provisions of this Section 9.01(B) shall not be available to any party unless such party shall have used its commercially reasonable efforts to oppose any such Governmental Order or to have such Governmental Order vacated or made inapplicable to the transactions contemplated by this Agreement;

          (C) by either Seller or Purchaser (i) in the event of a material breach of this Agreement by the non-terminating party if such non-terminating party fails to cure such breach within ten (10) Business Days following notification thereof by the terminating party or (ii) upon the satisfaction of any condition to the terminating party’s obligations under this Agreement becoming impossible or impracticable with the use of commercially reasonable efforts, if the failure of such condition to be satisfied is not caused by a breach of this Agreement by the terminating party;

          (D) by either Seller or Purchaser, if the Closing shall not have occurred prior to July 15, 2007; provided, however, that the right to terminate this Agreement under this Section 9.01(D) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to such date; or

          (E) by Purchaser, in accordance with Section 5.06(A) hereof.

     Section 9.02 Effect of Termination. In the event of a termination of this Agreement as provided in Section 9.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (i) as set forth in Section 5.03 and (ii) that nothing herein shall relieve any party from liability for any breach of this Agreement prior to the date of termination; provided, however, that if this Agreement shall be terminated pursuant to Section 9.01(C)(ii) or 9.01(D) solely as a result of the failure of the condition set forth in Section 6.03(I) to be satisfied, and all of the other conditions set forth in Sections 6.01 and 6.03 have been satisfied as of the date of such termination (other than those conditions which are to be satisfied on the Closing Date, which conditions shall be capable of being satisfied as of the date of such termination), Seller shall be entitled to reimbursement from Purchaser for its reasonable documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby, up to a maximum amount of $150,000. Notwithstanding the foregoing, this Section 9.02, Section 10.01, Section 10.06 and Section 10.11(and all rights and obligations under each such Section) shall survive any such termination of this Agreement.

ARTICLE 10.
GENERAL PROVISIONS

     Section 10.01 Expenses. Except (i) for the Transaction Related Expenses (which shall be paid by the Company only to the extent paid on or prior to the Closing or accrued on the Closing Balance Sheet), (ii) for Transfer Taxes and related expenses (which shall be paid in accordance with Section 8.02), (iii) for any and all filing fees incurred in connection with filings with any Antitrust Authority made by any parties hereto with respect to the transactions contemplated hereby (which shall be paid one-half by Purchaser and one-half by Seller), and (iv) as set forth in Section 9.02, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred. To the extent that any Transaction Related Expenses are incurred by the Company that are not paid prior to the Closing or accrued on the Closing Balance Sheet, such expenses shall be assumed by Seller at the Closing or, if paid by the Company after the Closing, reimbursed by Seller to the Company.

     Section 10.02 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by cable, by facsimile, by telegram or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

	(A)		if to Seller or any shareholder of Seller, to:
			TSS Holdings, Inc. 1201 Hillsmith Drive Cincinnati, Ohio 45215 Telephone: (513)  ###-###-####, Ext. 1123 Facsimile: (513)  ###-###-#### Attention: C. Brent Nichols
			with a copy to:
			Keating Muething & Klekamp PLL One East Fourth Street Suite 1400 Cincinnati, Ohio 45202 Telephone: (513)  ###-###-#### Facsimile: (513)  ###-###-#### Attention: Stephen M. Goodson

	(B)		if to the Company prior to Closing, to:
			TSS Aviation, Inc. 1201 Hillsmith Drive Cincinnati, Ohio 45215 Telephone: (513)  ###-###-####, Ext. 1128 Facsimile: (513)  ###-###-#### Attention: Scott Nichols
			with a copy to:
			Keating Muething & Klekamp PLL One East Fourth Street Suite 1400 Cincinnati, Ohio 45202 Telephone: (513)  ###-###-#### Facsimile: (513)  ###-###-#### Attention: Stephen M. Goodson

	(C)		if to Purchaser, or if to the Company following Closing, to:
			Standard Aero Holdings, Inc. 500-1780 Wellington Avenue Winnipeg, Manitoba, R3H 1B3 Canada Telephone: (204)  ###-###-#### Facsimile: (204)  ###-###-#### Attention: Brad Bertouille

			with a copy to:
			c/o The Carlyle Group 1001 Pennsylvania Avenue, NW Suite 220 South Washington, DC 20004 Telephone: (202)  ###-###-#### Attention: Doug Brandely Facsimile: (202)  ###-###-####
			and:
			Latham & Watkins LLP 555 Eleventh Street, NW Suite 1000 Washington, DC 20004 Telephone: (202)  ###-###-#### Attention: Paul F. Sheridan, Jr. Facsimile: (202)  ###-###-####

     Section 10.03 Public Announcements. Unless otherwise required by applicable Law, no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party, and the parties shall cooperate as to the timing and contents of any such announcement.

     Section 10.04 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     Section 10.05 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the essential economic or legal substance of the transactions contemplated hereby is not affected. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

     Section 10.06 Entire Agreement. This Agreement (including the Ancillary Agreements, Disclosure Schedule, and the other Exhibits hereto) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, other than the Confidentiality Agreement, with respect to the subject matter hereof and except as otherwise expressly provided herein.

     Section 10.07 Assignment. Neither the Company nor Seller shall assign this Agreement without the prior written consent of Purchaser (which consent shall not be unreasonably withheld), and Purchaser shall not assign this Agreement without the prior written consent of

Seller (which consent shall not be unreasonably withheld); provided, however, that without the consent of Seller, Purchaser may assign this Agreement and Purchaser’s rights and obligations hereunder in whole or in part (i) to an Affiliate of Purchaser (including, after the Closing, the Company), (ii) to any Person providing financing to Purchaser for the transactions contemplated hereby as security therefor, and (iii) to any Person who acquires all or a portion of the Stock from Purchaser following the Closing (by merger, recapitalization, sale of stock or otherwise) or all or substantially all of the Assets. For the avoidance of doubt, a change of control of Purchaser or any direct or indirect parent of Purchaser shall not be deemed an assignment for purposes of this Agreement.

     Section 10.08 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto, the Purchaser Indemnified Parties, the Seller Indemnified Parties and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

     Section 10.09 Waivers and Amendments. This Agreement may be amended or modified, and the terms and conditions hereof may be waived, only by a written instrument signed by Purchaser, the Company and Seller, in the case of a waiver, by the party waiving compliance, or by the delivery of an updated Disclosure Schedule to the extent allowed by Section 5.06(A). No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any other right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

     Section 10.10 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

     Section 10.11 Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that state. All disputes, claims, litigation, proceedings or other legal actions arising under or relating to this Agreement shall be instituted in a New York state or federal court sitting in the County, City and State of New York. Each of the parties irrevocably submits to the exclusive jurisdiction of such courts with respect to any such dispute, claim, litigation, proceeding or other legal action arising under or relating to this Agreement. Each of Seller and Purchaser irrevocably waive any defense or objection it may now or hereafter have based on forum non conveniens and waive any objection to venue of any action instituted hereunder. Each of the parties hereto waives the right to a jury trial in connection with any matter arising our of or relating to this Agreement.

     Section 10.12 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Remainder of this page intentionally left blank]

     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above.

     Shareholders of Seller hereby agree to be bound by Section 2.05, Section 5.03, and Article X only, provided Purchaser’s sole remedy against the shareholders of Seller with respect to any breach of their respective obligations under this Agreement shall be special performance and injunctive relief and no shareholder of Seller shall be personally liable for the payment of monetary damages as result of the breach of their obligations under this Agreement; provided, that the foregoing shall not limit any liability of Seller for such breach.

DISCLOSURE SCHEDULE

[Attached]

EXHIBIT A

EXHIBIT A

FORM OF EMPLOYMENT AGREEMENT

     THIS AGREEMENT MADE IN DUPLICATE the ___ day of _______, 2007

BETWEEN:

Scott Nichols,
(herein called “the Executive”)

OF THE FIRST PART,

— and —

Standard Aero, Inc.,
(herein called “the Corporation”)

OF THE SECOND PART.

EMPLOYMENT AGREEMENT

EXHIBIT A

THIS AGREEMENT MADE IN DUPLICATE the ___ day of ______, 2007.

BETWEEN:

Scott Nichols,
(herein called “the Executive”)

OF THE FIRST PART,

— and —

Standard Aero, Inc.,
(herein called “the Corporation”)

OF THE SECOND PART.

EMPLOYMENT AGREEMENT

WHEREAS, the Executive has been employed by TSS Technologies Inc. as General Manager of TSS Aviation, Inc. and;

WHEREAS, the Corporation has determined that in the event of a sale of TSS Aviation, Inc. to Standard Aero, Inc. the Executive will continue employment in the role of SBU Vice President under the new ownership;

AND WHEREAS the Corporation and the Executive have agreed on terms of employment including termination provisions;

NOW THEREFORE WITNESSETH that in consideration of the premises and the mutual covenants herein contained, the parties hereto covenant and agree as follows:

1. Conditional on the sale of TSS Aviation, Inc. to the Corporation, the Executive shall be employed by the Corporation as Vice President, of the TSS SBU initially and upon mutual agreement in such other position for any of the Corporation’s related corporations, with such duties, responsibilities and authority, as agreed. This Agreement will be null and void should the sale of TSS Aviation, Inc. to the Corporation fail to close.

2. The Corporation shall pay to the Executive an annual salary of $US 150,000, payable in accordance with the Corporation’s policy for the payment of salaries. The Corporation shall withhold and deduct from each such payment all amounts required by law to be withheld or deducted. The Executive’s annual salary shall be reviewed, and if appropriate, increased in accordance with the Corporation’s usual policy for salary reviews and increases. The annual

EXHIBIT A

salary of the Executive as determined in accordance with this paragraph is herein called the “Salary”.

3. The Corporation is prepared to pay to the Executive a Retention and Transition bonus of 12 months salary less required deductions. Payment is conditional on the close of the sale, the Executive remaining employed and performing his duties for the Corporation for the 18 months following the closing of the sale of TSS Aviation, Inc. to the Corporation, assisting in the transition and integration of TSS Aviation and meeting the Cash flow and EBITDA targets for TSS through year end 2008.

4. The Executive shall continue to be entitled to all benefits to which he is entitled on the date hereof, including the right to participation in employee benefit and pension plans, the use of a company motor vehicle, corporate membership, and participation in the Divisional Executive Bonus program.

5. The Corporation shall reimburse the Executive for all reasonable expenses (including travel expenses) in accordance with the Corporation’s policy.

6. The Executive shall be entitled to 4 weeks vacation in each year.

7. For reasons other than just cause, the Corporation shall be entitled to terminate the Agreement by providing to the Executive 12 months notice in writing or by paying to him an amount equal to 12 months base salary and the value to Executive of employment benefits for 12 months including pension, life insurance benefits, motor car, and medical and health insurance, less required deductions. or by a combination of such notice and payment. The Executive shall be entitled to terminate the Agreement by providing to the Corporation his 2 months notice in writing or such shorter notice as may be agreed by the Corporation.

8. Notwithstanding paragraph 7 above, if Executive terminates this Agreement for “good reason” he shall be entitled to a lump sum amount equal to 12 months base salary and the value to Executive of employment benefits for 12 months including pension, life insurance benefits, motor car, and medical and health insurance, less required deductions. For purposes of this Agreement, “good reason” means any material diminution of Executive’s position, authority or responsibility (unless approved by Executive); or any requirement that he relocate more than 50 miles from his current residence

9. Notwithstanding paragraph 7 hereof; the Corporation and the Executive hereby agree that the Executive’s employment may be terminated at any time by the Corporation for just cause, in which event the Executive shall not be entitled to notice or payment in lieu of notice, or the termination payment referred to in paragraph 7 above. For purposes of this Agreement, “just cause” shall mean (1) the Executive’s willful refusal to materially perform his duties under this Agreement; (2) the engaging by the Executive in willful misconduct which is materially and demonstrably injurious to the Corporation; (3) the commission by the Executive of an act of fraud or embezzlement against the Corporation; (4) any conviction of, or plea of guilty or nolo contendere by the Executive with respect to a felony other than a traffic violation.

10. Upon the termination of his employment, the Executive agrees to return forthwith to the Corporation all company property.

EXHIBIT A

11. The Executive agrees that following the termination of his employment by the Corporation, he will not at any time during a period of one (1) year from the date of such termination (without the prior express written consent of the Corporation) either individually or in partnership, or in conjunction with any person or persons, firm, association, syndicate, company or corporation, as principal, agent, director, officer, employee, consultant, investor (other than passive holdings of less than 3% in publicly traded companies), or in any other manner whatsoever, carry on or advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by any person or persons, firm, association, syndicate, company or corporation, engaged in or concerned with any interest that competes with the Corporation’s aviation maintenance business, provided this Section 11 shall not be interpreted so as to restrict the ability of TSS Technologies, Inc. and its affiliates to continue to design, engineer and manufacture aviation and non-aviation components and assemblies consistent with the past practice of its business.

12. The Executive agrees that following the termination of his employment by the Corporation, he will not during a period of one (1) year from the date of such termination (without the prior express written consent of the Corporation) directly or indirectly solicit any employees of the Corporation, or any customers of the Corporation with respect to aviation maintenance business.

13. For the purposes of this agreement, the Executive shall be permitted to serve as member of the Board of Directors and/or co-owner of TSS Technologies Inc. and its affiliates conditional on the Executive devoting his primary attention and focus to his position as Vice President and duties to the Corporation. Additional time or activities are conditional on approval by the Executive’s direct manager. It is agreed that upon termination, the Executive will be permitted to assume duties with TSS Technologies and its affiliates conditional on the restrictions contained in clauses 11, 12 and 14.

14. The Executive acknowledges that in the course of carrying out, performing and fulfilling his responsibilities to the Corporation, he has access to and is entrusted with detailed, confidential information and trade secrets concerning the business of the Corporation, and its related corporations, and the present and contemplated products, techniques and other services evolved or used by the Corporation and its related corporations, and acknowledges that the disclosure of such confidential information would be highly detrimental to the best interests of the Corporation and its related corporations. Accordingly, the Executive acknowledges and agrees that the right to maintain the confidentiality of such information and trade secrets, and the right to preserve its goodwill, constitute proprietary rights which the Corporation and its related corporations are entitled to protect. Accordingly, the Executive covenants and agrees that, except with the express written consent of the Corporation, he will not, either during the term of his employment by the Corporation, or at any time thereafter, disclose any of such confidential information and trade secrets to any person not in the employ of the Corporation or its related corporations, nor shall he use the same for any purpose other than the purposes of the Corporation.

15. The Executive agrees that all restrictions contained in paragraphs 11, 12, and 14 hereof are reasonable and valid in the circumstances, and all defenses to the strict enforcement thereof by the Corporation or its related corporations are hereby waived by the Executive. If any

EXHIBIT A

provision of 11, 12 or 14 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall have the power to modify such scope, duration, or area, or all of them to the minimum extent necessary so that these provisions would be enforceable.

16. Any notice, request, demand or other communication required or permitted to be given hereunder shall be sufficiently given if in the case of the Executive it is delivered personally or mailed by registered mail, postage pre-paid, addressed to the Executive at his last residential address known and filed in writing with the Corporation, and in the case of the Corporation delivered personally or mailed by registered mail, postage pre-paid, addressed to the Corporation at its head office. Any notice mailed as aforesaid shall be deemed to have been received on the second business day following the date of mailing.

17. This Agreement supercedes and replaces any previous employment agreement or termination agreement between the Executive and the Corporation, excepting only separate agreements relating to corporate relocations and training programs.

18. The Executive confirms that he is signing this Agreement voluntarily, and confirms that he has had the opportunity to obtain independent legal advice.

19. This Agreement inures to the benefit of and is binding upon the Executive, his heirs and legal personal representatives, and the Corporation and its successors and assigns.

20. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, and the parties submit to the jurisdiction of the Courts located in Hamilton County, Ohio.

IN WITNESS WHEREOF the parties have executed this Agreement the ___day of                     , 2007.

Signed in the presence of:

) ) )

)

Witness

Scott Nichols

Standard Aero, Inc.

Per:

EXHIBIT B

EXHIBIT B

FORM OF ESCROW AGREEMENT

     This Escrow Agreement (this “Escrow Agreement”) dated as of May ___, 2007, is entered into by and among STANDARD AERO, INC., a Delaware corporation (“Purchaser”), TSS HOLDINGS, INC., an Ohio corporation (“Seller”), and Citibank, N.A., as escrow agent hereunder (the “Escrow Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Purchase Agreement (as defined below).

RECITALS

     WHEREAS, TSS Aviation, Inc., an Ohio corporation (the “Company”), Purchaser and Seller have entered into that certain Purchase Agreement, dated as of May ___, 2007 (the “Purchase Agreement”), which provides for, among other things, the sale by Seller to Purchaser, and the purchase by Purchaser from Seller, of one hundred percent (100%) of the issued and outstanding capital stock of the Company;

     WHEREAS, pursuant to the terms of the Purchase Agreement, (i) $5,000,000 of the Purchase Price payable at Closing is to be deposited by Purchaser with the Escrow Agent and held in escrow as part of the Indemnification Escrow Fund (as defined below) and (ii) $1,000,000 of the Purchase Price payable at closing is to be deposited by Purchaser with the Escrow Agent and held in escrow as part of the Adjustment Escrow Fund (as defined below); and

     WHEREAS, the parties desire that the Escrow Agent disburse amounts from the Indemnification Escrow Fund and the Adjustment Escrow Fund to Purchaser, Purchaser Indemnified Parties and/or Seller from time to time as provided below.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual obligations and covenants set forth herein, the parties hereto agree as follows:

     1. Escrow Agent Appointment. Citibank, N.A. is hereby appointed to act as the escrow agent hereunder, to hold in escrow the Indemnification Escrow Fund and the Adjustment Escrow Fund (together, the “Escrow Funds”) and dispose thereof in accordance with the terms and conditions of this Escrow Agreement, and Citibank, N.A. hereby accepts its appointment as Escrow Agent.

     2. Receipt of Indemnification Escrow Fund.

EXHIBIT B

          (a) The Escrow Agent agrees to acknowledge receipt of a wire transfer of immediately available funds in the amount of (i) $5,000,000 constituting an initial deposit (the “Indemnification Escrow Deposit”) to a separate, segregated escrow account established by the Escrow Agent and maintained by it at its office referred to in Section 10 below (the “Indemnification Escrow Account”) and (ii) $1,000,000 constituting an initial deposit (the “Adjustment Escrow Deposit”) to a separate, segregated escrow account established by the Escrow Agent and maintained by it at its office referred to in Section 10 below (the “Adjustment Escrow Account” and, together with the Indemnification Escrow Account, the “Escrow Accounts”).

          (b) For purposes of this Escrow Agreement, (i) the “Indemnification Escrow Fund” shall mean the amounts held in the Indemnification Escrow Account, including any future deposits, dividends, interest, distributions and other income received in respect thereof, less any losses on investments pursuant to Section 3 and any amounts distributed in accordance with Section 5; and (ii) the “Adjustment Escrow Fund” shall mean the amounts held in the Adjustment Escrow Account, including any future deposits, dividends, interest, distributions and other income received in respect thereof, less any losses on investments pursuant to Section 3 and any amounts distributed in accordance with Section 5. The Indemnification Escrow Fund and the Adjustment Escrow Fund shall be held by the Escrow Agent for the benefit of Purchaser, Purchaser Indemnified Parties and Seller pursuant to this Escrow Agreement.

     3. Investment of Escrow Funds. The Escrow Funds shall be invested and reinvested by the Escrow Agent in the investment set forth in Schedule A, unless directed otherwise pursuant to the joint written instructions of an authorized signer of Seller and Purchaser and provided such alternative investment option can be accommodated by the Escrow Agent. Investments set forth on Schedule A may include deposits in Citibank and mutual funds advised, serviced or made available by Citibank or its affiliates even though Citibank or its affiliates may receive a benefit or profit therefrom. The Escrow Agent and any of its affiliates are authorized (i) to act as counterparty, principal, agent, broker or dealer while purchasing or selling investments as specified herein and (ii) to receive, directly or indirectly, fees or other profits or benefits for each such service, task or function performed, in addition to any fees specified in Section 9.

          (a) The parties to this Escrow Agreement acknowledge that non-deposit investment products are not obligations of, or guaranteed by Citibank / Citigroup, Inc. or any of its affiliates; are not FDIC insured; and are subject to investment risks, including the possible loss of principal amount invested. Only deposits in the United States are subject to FDIC insurance.

          (b) The Escrow Agent is authorized, for any securities at any time held hereunder, to register such securities in the name of its nominee(s) or the nominees of any securities depository, and such nominee(s) may sign the name of any of the parties hereto to whom or to which such securities belong and guarantee such signature in order to transfer securities or certify ownership thereof to tax or other governmental authorities.

EXHIBIT B

          (c) The Escrow Agent shall have no obligation to invest or reinvest the property held in escrow if all or a portion of such property is deposited with the Escrow Agent after 11:00 AM Eastern Time on the day of deposit. Instructions to invest or reinvest that are received after 11:00 AM Eastern Time will be treated as if received on the following business day in New York. The Escrow Agent shall have the power to sell or liquidate the foregoing investments whenever the Escrow Agent shall be required to distribute amounts from the escrow property pursuant to the terms of this Escrow Agreement. Requests or instructions received after 11:00 AM Eastern Time by the Escrow Agent to liquidate all or any portion of the escrowed property will be treated as if received on the following business day in New York. The Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the escrowed property, as applicable, provided that the Escrow Agent has made such investment, reinvestment or liquidation of the escrowed property in accordance with the terms, and subject to the conditions of this Escrow Agreement.

     4. Taxes. Except as stated herein, the Escrow Agent does not have any interest in the Escrow Funds deposited hereunder but is serving as escrow holder only and having only possession thereof. Any payments of income and principal from the Escrow Funds shall be subject to withholding and information reporting regulations then in force with respect to United States taxes. Without limiting the foregoing, Seller shall be treated as the owner of the Escrow Funds for U.S. federal income tax purposes and the Escrow Agent will report Earnings on Internal Revenue Service (“IRS”) Form 1099-INT to Purchaser, and will issue any other Form 1099s to Purchaser and Seller as may be required by applicable law. IRS Form 1099-INTs will be mailed by the Escrow Agent to Seller by January 31 following each applicable year, with electronic reporting to the IRS shortly afterwards. Promptly following the execution of this Escrow Agreement, Purchaser and Seller shall provide the Escrow Agent with fully executed W-8 or W-9 IRS forms, as applicable. The Escrow Agent shall have no duty to solicit delivery of such IRS forms. In the event the Escrow Agent does not receive a W-8 or W-9 IRS form for any person or entity entitled to receive payment of the Escrow Funds under this Escrow Agreement, the Escrow Agent shall withhold funds at the applicable rate then in force with respect to IRS regulations on United States taxes. The Escrow Agent shall report to Purchaser and Seller the aggregate amount of any interest or other income earned, net of any losses suffered, in respect of the investment of the Escrow Funds (the “Earnings”) (i) during any tax reporting period of Seller (including periods for which estimated tax payments are due) (a “Tax Period”) from the later of (a) the date of the end of the preceding Tax Period and (b) the most recent date of disbursement of funds under Section 5 hereof (any such release a “Funds Disbursement” and any such date a “Funds Disbursement Date”) within ten (10) days of the close of such period, and (ii) in the event of any Funds Release, during the period from the later of (c) the most recent Funds Disbursement Date and (d) the end of the most recent Tax Period (a “Disbursement Date Period” and, together with each Tax Period, an “Interest Period”). Seller shall report the amount of such Earnings during any applicable tax reporting period to the appropriate taxing authorities and Seller shall pay the income taxes that are due and payable on such Earnings. In connection with the payment of taxes on Earnings and in accordance with Section 5(a) herein, the Escrow Agent shall release to Seller, out of the Escrow Funds either (A) ten (10) days from the close of the relevant Tax Period or (B) immediately prior to any Funds Disbursement, as applicable, an amount (the “Tax Disbursement Amount”) equal to the Earnings earned in the Escrow Account during the applicable Interest Period multiplied by forty percent (40%).

EXHIBIT B

     5. Disbursements from Escrow Funds. Except as otherwise provided in Section 4 hereof, the Escrow Agent shall hold the Escrow Funds until it is disbursed as provided in this Section 5, as follows:

          (a) The Tax Disbursement Amount shall be disbursed to Seller in accordance with written disbursement instructions signed by an authorized signer of Seller. Such disbursement instructions shall include the specific dollar amount to be disbursed and the appropriate wire transfer or check issuance instructions.

          (b) In the event that from time to time (i) any Purchaser Indemnified Party is entitled to indemnification from the Indemnification Escrow Fund, (ii) a distribution of all or a portion of the Indemnification Escrow Fund is required by the Purchase Agreement or (iii) a distribution of all or a portion of the Adjustment Escrow Fund is required by the Purchase Agreement, authorized signers of Purchaser and Seller shall promptly execute and deliver to the Escrow Agent joint written instructions (“Joint Written Instructions”) setting forth (x) the amount of such indemnification or distribution, which shall be disbursed from the Indemnification Escrow Fund or the Adjustment Escrow Fund, as applicable (to the extent of the then-remaining balance thereof), (y) the recipients thereof and (z) the amount to be disbursed to each such recipient(s) in accordance with the Purchase Agreement.

          (c) Upon receipt of any Joint Written Instructions in accordance with Section 5(b), the Escrow Agent shall, as soon as practicable and in no event later than five (5) business days after the receipt thereof, disburse the amounts from the Indemnification Escrow Fund or Adjustment Escrow Fund, as applicable, as specified in such Joint Written Instructions to be so paid (to the extent of the then-remaining balance of the Indemnification Escrow Fund or Adjustment Escrow Fund), by wire transfer of immediately available funds pursuant to payment instructions set forth therein with respect to Purchaser and Seller, respectively (i) furnished by Purchaser with respect to any payment specified to be made to Purchaser or Purchaser Indemnified Parties in such Joint Written Instructions, and (ii) furnished by Seller with respect to any payments specified to be made to Seller in such Joint Written Instructions.

          (d) As promptly as practicable and in no event later than five (5) business days following any disbursement of funds from the Escrow Funds, the Escrow Agent shall send a written advice to each of Purchaser and Seller stating the amount and recipient of each such disbursement.

          (e) In the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call back to the person or persons designated in incumbency certificates annexed hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. To assure the accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it receives, it will not execute the instruction until all issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing actually

EXHIBIT B

received and acknowledged by the Escrow Agent. The parties agree to notify the Escrow Agent of any errors, delays or other problems within five (5) calendar days after receiving notification that a transaction has been executed. If it is determined that the transaction was delayed or erroneously executed as a result of the Escrow Agent’s error, the Escrow Agent’s sole obligation shall be to pay or refund such amounts as may be required by applicable law. In no event shall the Escrow Agent be responsible for any incidental or consequential damages or expenses in connection with the instruction. Any claim for interest payable will be at the Escrow Agent’s published savings account rate in effect in New York, New York.

     6. Duties of the Escrow Agent.

          (a) Duties in General.

               (i) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein (and as required by applicable law), which the parties agree are ministerial in nature. The Escrow Agent shall have no liability under, and no duty to inquire as to the provisions of, any agreement (except as to the capitalized terms used herein and defined in the Purchase Agreement) other than this Escrow Agreement. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in connection with the advice or opinion of such counsel.

               (ii) The Escrow Agent shall have no duty as to the solicitation, collection or protection of the Escrow Funds or any escrow earnings, nor as to the preservation of any rights pertaining thereto, beyond the safe custody of any such funds actually in its possession.

               (iii) The Escrow Agent shall not distribute or release the Escrow Funds except in accordance with the express terms of this Escrow Agreement.

               (iv) If the Escrow Agent becomes involved in litigation with respect to this Escrow Agreement for any reason, it is hereby authorized to deposit the Escrow Funds with the clerk of such court in which such litigation is pending, or to interplead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court the Escrow Funds. Upon the happening of either of the above, the Escrow Agent shall be fully relieved and discharged of any further duties hereunder.

               (v) If the Escrow Agent should at any time be confronted with claims or demands by any of the parties hereto which it believes in good faith to be inconsistent or in the event of any disagreement between/among any of the parties and any other person, resulting in adverse claims or demands being made in connection with the subject matter of the Escrow Agreement, or in the event that the Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists and in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be

EXHIBIT B

entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The Escrow Agent shall have the option, after twenty (20) calendar days’ notice to the other parties of its intention to do so, to suspend performance hereunder and to promptly interplead such parties in any state or federal court located in the State of New York (or if such court does not have jurisdiction, any other court of competent jurisdiction), to deposit the Escrow Funds with the clerk of such court, and to request that such court determine the respective rights of the parties with respect to this Escrow Agreement, and upon doing so, the Escrow Agent automatically shall be released from any obligations or liability as a consequence of any claims or demands hereunder. The rights of the Escrow Agent under this paragraph are cumulative of all other rights which it may have by law or otherwise.

               (vi) The Escrow Agent shall be under no duty to give the property held in escrow by it hereunder any greater degree of care than it gives its own similar property.

          (b) Exculpation. Except for the Escrow Agent’s own willful misconduct, bad faith or gross negligence: (i) the Escrow Agent shall have no liability of any kind whatsoever for its performance of any duties imposed upon the Escrow Agent under this Escrow Agreement or for any of its acts or omissions hereunder; (ii) the Escrow Agent shall not be responsible for any of the acts or omissions of the parties hereto; (iii) the Escrow Agent shall not be liable to anyone for damages, losses or expenses arising out of this Escrow Agreement; and (iv) the Escrow Agent may rely and/or act upon any written instrument, document or request executed by each of the parties hereto and believed by the Escrow Agent in good faith to be genuine and to be executed and delivered by the proper person, and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order.

          (c) No Additional Duties. The Escrow Agent shall have no duties except those that are expressly set forth herein, and it shall not be bound by any notice of a claim or demand hereunder, or any waiver, modification, amendment, termination or rescission of this Escrow Agreement, unless received by it in writing by each of the parties hereto. The Escrow Agent shall not be charged with any knowledge of the terms or provisions of the Purchase Agreement, and in any event, shall have no duties or obligations thereunder.

          (d) Miscellaneous. The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder either directly or by or through its agents or attorneys. The Escrow Agent shall not be responsible for and shall not be under a duty to examine or pass upon the validity, binding effect, execution or sufficiency of this Escrow Agreement or of any agreement amendatory or supplemental hereto.

     7. Indemnification of the Escrow Agent. The Escrow Agent and its directors, officers, agents and employees (the “Indemnitees”) shall be indemnified jointly and severally by Purchaser and by Seller for all loss, liability, claim, damages or other expense (including the fees

EXHIBIT B

and expenses of outside counsel)(collectively, “Losses”) arising out of or in connection with (i) the Escrow Agent’s execution and performance of this Escrow Agreement, except in the case of any Indemnitee to the extent that such loss, liability or expense is due to the gross negligence, bad faith or willful misconduct of such Indemnitee, or (ii) its following any written instructions or other directions from Purchaser and Seller. The rights of the Escrow Agent against the Escrow Accounts and Seller and Purchaser herein shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

     8. Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least twenty (20) business days written notice to the parties. Upon such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agent, Purchaser and Seller shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If the parties do not agree upon a successor Escrow Agent within twenty (20) business days after the receipt by the parties of the Escrow Agent’s resignation notice, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, the parties shall have the right at any time upon not less than seven (7) business days written notice to terminate their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any successor Escrow Agent shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent.

     9. Fees and Expenses. The reasonable fees and the expenses of the Escrow Agent for its services hereunder as set forth in Schedule B, including legal fees, incurred by it in connection with the performance of its obligations hereunder, shall be paid one-half by Purchaser and one-half by Seller (which amount shall be deducted from the Indemnification Escrow Fund). The provisions of this Section 9 shall survive any termination of this Escrow Agreement and removal or resignation of the Escrow Agent.

     10. Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given when (i) delivered in person, or (ii) five (5) days after posting in the United States mail having been sent registered or certified mail return receipt requested, (iii) delivered by FedEx or other nationally recognized overnight delivery service, or (iv) delivered by telecopy and promptly confirmed by delivery in person or post as aforesaid in each case, with postage prepaid, addressed as follows:

If to Purchaser, to:

Standard Aero, Inc.
500-1780 Wellington Avenue
Winnipeg, MB CA R3H 1B3
Attention: Brad Bertouille
                   Kim Olson
Phone:       (204)  ###-###-####

EXHIBIT B

Facsimile:    ###-###-####

with copies to:

The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Attention: Andrew Shinn
Douglas V. Brandely
Phone:         (202)  ###-###-####
Facsimile:    (202)  ###-###-####

and

Latham & Watkins LLP
555 Eleventh Street, N.W.
Suite 1000
Attention: Paul F. Sheridan, Esq.
Phone:      (202)  ###-###-####
Facsimile: (202)  ###-###-####

If to Seller, to:

TSS Holdings, Inc.
1201 Hillsmith Drive
Cincinnati, Ohio 45215
Attention: C. Brent Nichols
Phone:      (513)  ###-###-####, Ext. 1123
Facsimile: (513)  ###-###-####

with a copy to:

Keating Muething & Klekamp PLL
One East Fourth Street
Suite 1400
Cincinnati, OH 45202
Attention: Stephen M. Goodson, Esq.
Phone:      (513)  ###-###-####
Facsimile:  ###-###-####

If to the Escrow Agent, to:

Citibank, N.A.
Citi Private Bank
485 Lexington Avenue, 10th Floor
New York, NY 10017

EXHIBIT B

Attention: John P. Howard
Phone:        ###-###-####
Facsimile:  (212)  ###-###-####

or to such other address as such party shall specify by written notice to other parties hereto. Any notice sent to the Escrow Agent shall also be sent to the other parties to this Escrow Agreement.

     11. Assignment. Purchaser and Seller may not assign their rights and obligations under this Escrow Agreement, except to the extent they are permitted to assign their rights and obligations under the Purchase Agreement.

     12. Severability. The parties agree that (i) the provisions of this Escrow Agreement shall be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (ii) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable and (iii) the remaining provisions shall remain enforceable to the fullest extent permitted by law.

     13. Specific Performance. The obligations of the parties hereto (including the Escrow Agent) are unique in that time is of the essence, and any delay in performance hereunder by any party will result in irreparable harm to the other parties hereto. Accordingly, any party may seek specific performance and/or injunctive relief before any court of competent jurisdiction in order to enforce this Escrow Agreement or to prevent violations of the provisions hereof, and no party shall object to specific performance or injunctive relief as an appropriate remedy. Subject to the provisions of Section 6(a)(v) herein, the Escrow Agent acknowledges that its obligations, as well as the obligations of Purchaser and Seller hereunder, are subject to the equitable remedy of specific performance and/or injunctive relief.

     14. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR EQUITY, BROUGHT BY ANY OF THEM IN CONNECTION WITH THIS ESCROW AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     15. Miscellaneous. This Escrow Agreement and, with respect to Purchaser and Seller, the Purchase Agreement, embody the entire agreement and understanding of the parties concerning the Escrow Funds, and, in the event of any inconsistency between this Escrow Agreement and the Purchase Agreement regarding the Escrow Funds, this Escrow Agreement shall control. This Escrow Agreement may be amended or modified only by a writing signed by the each of the parties hereto. The headings in this Escrow Agreement are intended solely for convenience or reference and shall be given no effect in the construction or interpretation of this Escrow Agreement. This Escrow Agreement shall bind and inure to the benefit of the parties hereto and their respective, heirs, personal representatives, successors and permitted assigns. This Escrow Agreement shall automatically terminate upon distribution of all amounts held hereunder.

EXHIBIT B

     16. Governing Law. This Escrow Agreement shall be governed by the law of the State of New York in all respects. The parties hereto irrevocably and unconditionally submit to the jurisdiction of a federal or state court located in the Borough of Manhattan, City, County and State of New York, in connection with any proceedings commenced regarding this Escrow Agreement, including but not limited to, any interpleader proceeding or proceeding for the appointment of a successor escrow agent the Escrow Agent may commence pursuant to this Escrow Agreement, and all parties irrevocably submit to the jurisdiction of such courts for the determination of all issues in such proceedings, without regard to any principles of conflicts of laws, and irrevocably waive any objection to venue of inconvenient forum.

     17. Counterparts. This Escrow Agreement may be executed in counterparts, each of which, when so executed and delivered, shall be deemed to be an original and enforceable, but all of which counterparts, taken together, shall constitute one and the same instrument.

     18. Force Majeure. The Escrow Agent shall not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence beyond its control (including, but not limited to, any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire services or any electronic communication facility).

     19. Use of Citibank’s Name. No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions “Citibank” by name or the rights, powers, or duties of the Escrow Agent under this Escrow Agreement shall be issued by any other parties hereto, or on such party’s behalf, without the prior written consent of the Escrow Agent.

[Remainder of this page intentionally left blank.]

EXHIBIT B

     IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the date first written above.

EXHIBIT B

SCHEDULE A

Citibank Institutional Market Deposit Account

EXHIBIT B

SCHEDULE B

Fees and Expenses of Escrow Agent

Acceptance Fee

To cover the acceptance of the Escrow Agency appointment, the study of the Escrow Agreement, and supporting documents submitted in connection with the execution and delivery thereof, and communication with other members of the working group:

     WAIVED

Administration Fee

To cover maintenance of the Escrow Account including safekeeping of assets, normal administrative functions of the Escrow Agent, including maintenance of the Escrow Agent’s records, follow-up of the Escrow Agreement’s provisions, and any other duties required by the Escrow Agent under the terms of the Escrow Agreement:

Pricing Option I

Escrowed funds invested and reinvested in the Citibank Institutional Market Deposit Account, an FDIC insured money market deposit obligation of Citibank, N.A.

Fee: WAIVED

Pricing Option II

Escrowed funds to be invested and reinvested in options other than the Citibank Institutional Market Deposit Account, such as United States Treasury Bills or US Agency securities

Fee: $6,000.00 per annum

Above fees are per annum or any portion of a year thereof, per account established hereunder, and payable initially upon account funding and annually on the anniversary of the Escrow Agreement thereafter.

1099 Tax Preparation Fee

To cover preparation of Form 1099 for each calendar year:

     WAIVED

EXHIBIT B

     Transaction Fees
To cover all checks, wire transfers, postage and overnight delivery charges incurred by the Escrow Agent as required under the terms and conditions of the Escrow Agreement:

     WAIVED

Legal Fees

     At cost, if applicable.

Other Fees

     $2,500 per amendment, when necessary

EXHIBIT C

FORM OF LEGAL OPINION

Edward E. Steiner
Direct Dial: (513)  ###-###-####
Facsimile: (513)  ###-###-####
E-Mail: ***@***

                     __, 2007

Standard Aero Holdings, Inc.
500-1780 Wellington Avenue
Winnipeg, Manitoba, R3H 1B3
Canada

Ladies and Gentlemen:

This opinion is furnished to you pursuant to that certain Purchase Agreement dated as of                      ___, 2007 among TSS Aviation, Inc., an Ohio corporation (“Company”), TSS Holdings, Inc., an Ohio corporation (“Seller”), and Standard Aero, Inc., a Delaware corporation (“Purchaser”) (the "Agreement”). We have acted as counsel to Company and Seller in connection with the negotiation, execution and delivery of the Agreement, the Ancillary Agreements and the consummation of the transactions contemplated thereby, including the acquisition by Purchaser of all of the Stock of Company. Capitalized terms used and not defined herein have the meanings ascribed thereto in the Agreement.

In rendering this opinion, we have examined copies of the following items:

     the Agreement;

     the Escrow Agreements dated                      ___, 2007 by and among Seller, Purchaser and the Escrow Agent (as defined therein); and

     (3) the other Ancillary Agreements.

In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies. Notwithstanding the foregoing, for opinions as to factual matters, we have (with your permission) limited our factual inquiries to a review of the resolutions of the sole shareholder and Board of Directors of Company, the resolutions of the Board of Directors of Seller, the Articles of Incorporation and Regulations of Seller and Company, the Contracts specifically listed in Section 3.12 of the Disclosure Schedule, the certificates of certain public officials and of officers of Company and Seller attached to this opinion, conferences with officers of Company and Seller, and certain

EXHIBIT B

factual inquiries that, in fact, were actually made by attorneys in this firm based on the matters discussed in such resolutions and certificates or at such conferences. Any opinion herein qualified by the modifier “to the best of our knowledge after due investigation” shall be deemed to incorporate these limitations (including the limitations set forth in all the above certificates) with respect to our factual inquiries.

We have also examined such other documents, instruments, certificates and corporate records, and such statutes, regulations and decisions and questions of law, as we have deemed necessary or appropriate for purposes of rendering this opinion.

We have also assumed that all parties to the Agreement and Ancillary Agreements other than Company and Seller have properly executed and delivered the Agreement and Ancillary Agreements and that such execution and delivery have been properly authorized as to each of said parties (other than Company and Seller) and that such parties (other than Company and Seller) have the power fully to perform their respective obligations under the Agreement.

We are admitted to practice only in the State of Ohio and do not hold ourselves out as being conversant with, and therefore opinions may be subject to standard limitations and qualifications in a form reasonably acceptable to the Purchaser and its counsel and shall be limited to the laws of the State of Ohio and U.S. federal law.

Based solely on the review described above and subject to the foregoing and following assumptions, limitations and qualifications, we are of the opinion that:

     1. Company is a corporation organized, validly existing and in good standing under the laws of the State of Ohio. Company has full corporate power and authority to own its property and carry on the Business as now being conducted.

     2. Seller is a corporation organized, validly existing and in good standing under the laws of the State of Ohio. Seller has full corporate power and authority to own its property and carry on the Business as now being conducted.

     3. Company has the corporate power and authority to execute and deliver the Agreement and Ancillary Agreements to which it is a party and to perform its obligations thereunder. The execution, delivery and performance by Company of the Agreement and Ancillary Agreements to which it is a party have been authorized by all necessary corporate action on the part of Company, including any requisite shareholder action.

     4. Seller has the corporate power and authority to execute and deliver the Agreement and Ancillary Agreements to which it is a party and to perform its obligations thereunder. The execution, delivery and performance by Seller of the Agreement and Ancillary Agreements to which it is a party have been authorized by all necessary corporate action on the part of Seller, including any requisite shareholder action.

     5. Each of the Agreement and Ancillary Agreements to which Company or Seller is a party has been duly executed and delivered by Company or Seller, as the case may be, and is a legal, valid and binding obligation of Company or Seller, as the case may be, enforceable against Company and Seller, as the case may be, in accordance with its respective terms.

EXHIBIT B

     6. Except as disclosed in the Disclosure Schedule, the execution and delivery of the Agreement by each of Seller and Company and the consummation of the transactions contemplated by the Agreement do not: (a) violate, conflict with or constitute a breach of any of the terms, conditions or provisions of, or constitute a default under any provision of (i) any federal or Ohio statute, rule or regulation applicable to either Seller or Company, which in our experience is normally applicable to, or relevant in connection with, transactions of the type provided for by the Agreement, (ii) violate any provisions of the Articles of Incorporation or Code of Regulations of either Seller or Company, (iii) require any material consents, approvals, authorizations, registrations, declarations or filings by either Seller or Company under any federal or Ohio statute, rule or regulation applicable to Seller or Company, or (iv) to the best of our knowledge after due investigation, except as set forth on the Disclosure Schedule, violate any contract or agreement listed on Section 3.12 of the Disclosure Schedule; or (b) to the best of our knowledge after due investigation, except as set forth on Section 3.12 of the Disclosure Schedule, result in the creation of any Encumbrance under, or give a right of termination or require the giving of notice to any party to any agreement listed on the Disclosure Schedule.

     7. To the best of our knowledge after due investigation, Seller owns all of the outstanding shares of capital stock in Company and, except for the Stock to be sold under the Agreement, there are no (i) securities convertible into or exchangeable or exercisable for any shares of capital stock or voting securities of Company, (ii) options, warrants or other rights to acquire from Company shares of the capital stock or voting securities of Company or securities convertible into or exchangeable or exercisable for shares of the capital stock or voting securities of Company or (iii) agreements or commitments by Company to issue or sell any shares of capital stock or voting securities of Company or any securities convertible into or exchangeable or exercisable for shares of the capital stock or voting securities of Company. All of the issued and outstanding shares of capital stock of Company have been duly authorized and are fully paid and non-assessable.

     8. Assuming that Purchaser does not have notice of any adverse claims with respect to the stock certificate evidencing the Stock, then, upon delivery to Purchaser of such stock certificate endorsed in blank by an effective indorsement, Purchaser will acquire such stock certificate (and the shares represented thereby) free of any “adverse claims” under Section 1308.17 of the Ohio Revised Code.

     9. During the 2002 calendar year, TSS Technologies, Inc. was never a “shareholder” of Seller as such term is defined under Chapter 1701 of the Ohio Revised Code.

Each of the foregoing opinions is subject to the following qualifications:

(a)

the legality, validity and enforceability of any rights and remedies provided in the Agreement and Ancillary Agreements are subject to exceptions provided by bankruptcy, insolvency, reorganization, receivership, moratorium, assignment for the benefit of creditors’ laws or similar laws now or hereafter in effect affecting the validity, legality and binding effect and enforceability of creditors’ rights generally, including, without limitation, statutory or other laws regarding fraudulent transfers

EXHIBIT B

			and conveyances or preferential transfers, and to concepts of public policy;
	(b)		specific performance, injunctive relief or other traditional equitable remedies may not be available as they are subject to the discretion of the court before which any proceeding with respect thereto may be brought;
	(c)		rights to indemnification may be limited by federal or state securities law;
	(d)		we express no opinion with respect to any provision for submission to jurisdiction or related waivers of defenses to such jurisdiction contained in the Agreement and Ancillary Agreements.

We do not render any opinion as to any matter except as specifically set forth herein. We do not undertake to update or to revise this opinion in the event of any change of law, whether by legislative action, judicial decision or otherwise, or in any factual circumstance. This opinion is being delivered solely to you and may not be delivered to, or relied upon by, any other party other than JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Lehman Brothers Inc. and Lehman Commercial Paper Inc. without our prior written consent.