AMENDMENT AND WAIVER
December 8, 2005
Reference is hereby made to that certain Security Agreement dated
as of
June 27, 2005 (the "Closing Date") by and
among Laurus Master Fund, Ltd.
("Laurus"), Thinkpath, Inc. (the "Company)
and the other subsidiaries of the
Company named therein or which thereafter
become a party thereto (as such
agreement may be amended, restated,
supplemented and modified from time to time
the "Security Agreement") and (b) the
Ancillary Agreements (as defined in the
Security Agreement) (the Security Agreement
and the Ancillary Agreements, as
each may be amended, restated, supplemented
and modified from time to time, the
"Agreements"). Capitalized terms used but
not defined herein shall have the
meanings given them in the Agreements.
WHEREAS, on the date hereof, the Registration Statement (as defined
in
the Registration Rights Agreement), at the
request of Laurus, has not been filed
by the Commission as required pursuant to
Section 2 of the Registration Rights
Agreement and as a result thereof, the
Company owes Laurus certain liquidated
damages (the "LIQUIDATED DAMAGES") as
determined in accordance with Section 2 of
the Registration Rights Agreement; and
WHEREAS, the Company has failed to pay to Laurus the Liquidated
Damages
to Laurus, when due; and
WHEREAS, Laurus has agreed to waive on the terms and conditions
set
forth herein (the "Amendment") (i) the
Events of Default that may have occurred
and be continuing as a result of the
failure by the Company to pay to Laurus the
Liquidated Damages when due; and, (ii) the
Liquidated Damages that have accrued
from and after the Closing Date up to and
including the date hereof;
NOW, THEREFORE,
in consideration of the above, and for other
good and valuable consideration, the
receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
1. Laurus hereby waives (i) any Event of Default that may have
arisen
prior to the date hereof under the
Agreements solely as a result of the failure
by the Company to pay to Laurus the
Liquidated Damages as determined pursuant to
Section 2 of the Registration Rights
Agreement; and (ii) the Liquidated Damages
that have accrued and are due and payable
to Laurus by the Company from the
Closing Date up to and including the date
hereof.
2. The definition of "Effective Date" as set forth in Section 1 of
the
Registration Rights Agreement is hereby
amended by deleting the text "ninety
(90) days following such initial funding
date" appearing therein and inserting
the text "March 30, 2006" in lieu
thereof.
3. The definition of "Filing Date" as set forth in Section 1 of
the
Registration Rights Agreement is hereby
amended and restated as follows:
-1-
<PAGE>
"FILING DATE" means, with respect to (1) the Registration
Statement
which is required to be filed in connection with the shares of
Common
Stoc
