EXHIBIT
10.25
TIDEL TECHNOLOGIES, INC.
2900 Wilcrest, Suite 205
Houston, TX 77042
November 25, 2005
Laurus Master
Fund, Ltd.
825 Third
Avenue, 14 th Floor
New York, New
York 10022
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Re:
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Extension of
Laurus Notes
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Ladies and
Gentlemen:
Reference is hereby made to the following
agreements, as each is amended, modified or supplemented from time
to time (i) that certain Convertible Term Note in the principal
amount of $6,450,000, dated November 25, 2003, made by Tidel
Technologies, Inc. (“Borrower”) in favor of Laurus
Master Fund, Ltd. (“Holder”) (the “2003
Convertible Note”), (ii) that certain Convertible Term Note
in the principal amount of $600,000, dated November 26, 2004, made
by Borrower in favor of Holder (the “2004 Convertible
Note”), (iii) that certain Convertible Term Note in the
principal amount of $1,250,000, dated November 26, 2004, made by
Borrower in favor of Holder (the “P.O. Note”), and (iv)
the certain Purchase Order Financing and Security Agreement dated
November 26, 2004 by and between Borrower and Holder (the
“P.O. Agreement”, and together with the 2003
Convertible Note, the 2004 Convertible Note, and the P.O. Note, the
“Laurus Notes”). All capitalized terms used herein and
not defined herein shall have the meaning ascribed to them in the
Laurus Notes.
WHEREAS, Borrower and Holder agree that Borrower
is in process of finalizing a definitive proxy statement for a
special meeting of Borrower’s stockholders to be held on or
about December 28, 2005, to approve the sale of its ATM Business to
NCR Corporation, and that it is in the best interests of Borrower
and Holder to extend certain principal payments due to Holder by
Borrower on the Laurus Notes prior to such special meeting date to
prevent an event of default under the Laurus Notes,
NOW THEREFORE, Borrower and Holder hereby agree,
for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, that the Laurus Notes shall be
amended as follows:
1. As of the date hereof
(the “Effective Date”), no payments of Principal
Amo
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