WAIVER

Forbearance Agreement

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This Forbearance Agreement involves

THOMAS EQUIPMENT, INC. | Laurus Master Fund, Ltd.

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Title: WAIVER
Governing Law: New York Date: 1/12/2006

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WAIVER

                                     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 n

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