WAIVER
October 20, 2005
Reference
is hereby made to that certain Security and Purchase Agreement
dated as of November 9, 2004 (the "Closing Date") by and among
Laurus Master
Fund, Ltd. ("Laurus"), Thomas Equipment, Inc. (the "Company"),
Thomas Ventures,
Inc. 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) has not been declared effective by
the Commission
as required pursuant to Section 2(b)(ii) 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(b)
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 "Waiver") (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 until October 15, 2005;
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
