OMNIBUS AMENDMENT NO. 5 AND WAIVER

OMNIBUS AMENDMENT NO. 5 AND WAIVER

This Omnibus Amendment No. 5 and Waiver (this "AMENDMENT"), dated as of

October 30, 2007, is entered into by and between THINKPATH INC., an Ontario

corporation (the "PARENT"), THINKPATH, INC., an Ohio corporation

("THINKPATH-OH"), THINKPATH OF MICHIGAN, INC., a Michigan corporation (the

"THINKPATH-MI"), THINKPATH TECHNICAL SERVICES, INC., an Ohio corporation

("THINKPATH TECHNICAL" and together with the Parent, Thinkpath-OH and

Thinkpath-MI, the "COMPANIES" and each, a "COMPANY"), LAURUS MASTER FUND, LTD.,

a Cayman Islands company ("Laurus"), VALENS OFFSHORE SPV II, CORP., a Delaware

corporation ("VOFSPVII") and VALENS U.S. SPV I, LLC, a Delaware limited

liability company ("VUSSPVI" and together with Laurus and VOFSPVII, the

"HOLDERS" and each, a "HOLDER") for the purpose of (i) amending and restated the

Overadvance Side Letter, dated June 30, 2006 by and among each Company and

Laurus (as amended and restated, further amended, modified or supplemented from

time to time, the "OVERADVANCE SIDE LETTER"), (ii) amending the Security

Agreement, dated as of June 30, 2006, by and among each Company and Laurus (as

amended, modified or supplemented from time to time, the "SECURITY AGREEMENT"),

(iii) the Secured Revolving Note issued by the Companies as of June 30, 2006 to

Laurus in the initial face amount of US$3,500,000 and subsequently amended to

$4,000,000 (as amended, modified or supplemented from time to time, the

"REVOLVING NOTE"), (iv) amending the Common Stock Purchase Warrant issued by the

Parent to Laurus on June 27, 2005 and exercisable into up to 2,100,000 shares of

Common Stock of the Parent (as amended, modified or supplemented from time to

time, the "JUNE 2005 WARRANT"), (v) the Common Stock Purchase Warrant issued by

the Parent to Laurus on January 26, 2006 (and subsequently assigned in part to

each of VOFSPV2 and VUSSPVI) and exercisable into up to 500,000 shares of Common

Stock of the Parent (as amended, modified or supplemented from time to time, the

"JAN 2006 WARRANT"), (vi) the Common Stock Purchase Warrant issued by the Parent

to Laurus on February 28, 2007 (and subsequently assigned in part to each of

VOFSPV2 and VUSSPVI) and exercisable into up to 2,426,870 shares of Common Stock

of the Parent (as amended, modified or supplemented from time to time, the "FEB

2007 WARRANT" and together with the Overadvance Side Letter, the Security

Agreement, the Revolving Note, the June 2005 Warrant, the Jan 2006 Warrant, and

each other Ancillary Agreement as defined in the Security Agreement, THE "LOAN

DOCUMENTS"). Capitalized terms used herein without definition shall have the

meanings ascribed to such terms in the Security Agreement.

W I T N E S S E T H

WHEREAS, the Parent has failed to cause the filing and effectiveness of

the registration statement (the "REGISTRATION STATEMENT") required to be filed

and declared effective and to be maintained pursuant to Sections 2(a)(i) and

(ii) of the Minimum Borrowing Note Registration Rights Agreement, dated as of

June 27, 2005 by and between the Parent and Laurus (as amended, modified or

supplemented from time to time, the "REGISTRATION RIGHTS AGREEMENT") and, as a

result the Companies owe the Holders pursuant to Section 2(a) of the

Registration Rights Agreement, certain liquidated damages (the "LIQUIDATED

DAMAGES") as a result thereof; and

WHEREAS, the Companies have failed to pay to the Holders when due the

Liquidated Damages; and

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WHEREAS, the Companies have failed to maintain positive Consolidated Cash

Flow for each monthly period commencing on March 1, 2007 through the date

hereof; and

WHEREAS, the Holders have agreed to waive on the terms and conditions set

forth herein, the Events of Default that may have occurred and are continuing as

a result of the failure by the Parent to pay to the Holders the Liquidated

Damages when due, as well as the breaches to the Consolidated Cash Flow covenant

through the date hereof, on the terms and conditions set forth herein; and

WHEREAS, each Company and each Holder have agreed to make certain changes

and/or modifications to certain of the Loan Documents as set forth herein.

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:

WAIVER OF EVENTS OF DEFAULT

1. Each Holder hereby waives each Event of Default that may have arisen

under Sections 19(a) and 19(c) of the Security Agreement solely as a result of

(i) the failure by the Companies to maintain positive Consolidated Cash Flow for

the each monthly period commencing on March 1, 2007 through the date hereof as

otherwise required by Section 13(bb) of the Security Agreement and (ii) the

failure by the Companies to pay to the Holders the Liquidated Damages as

otherwise required under the terms of the Registration Rights Agreement. Each

Holder hereby further waives the payment of the Liquidated Damages currently due

and payable to Holders by the Companies and further hereby agrees not to access

further Liquidated Damages through March 30, 2008.

2. Each Holder and each Company hereby agree that:

AMENDMENT TO SECURITY AGREEMENT

a. Section 13(bb) of the Security Agreement is hereby deleted in

its entirety and the following new Section 13(bb) is inserted

in lieu thereof:

"Minimum Consolidated Cash Flow. The Parent and its

Subsidiaries will not permit the Consolidated Cash Flow for

any monthly period ending on the last day each such month to

be less than the amount set forth below opposite the period

within such month occurs:

Peiod Amount

----- ------

October 30, 2007 through and including

June 30, 2008 ($50,000)

July 1, 2008 through and including

August 31, 2008 ($35,000)

September 1, 2008 through and including

December 31, 2008 ($20,000)

January 1, 2009 through and including the Maturity

Date (as defined in the Term Secured Note) $1,000

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AMENDMENT TO REVOLVING NOTE

b. The Maturity Date under and as defined in the Revolving Note

is hereby extended to October 31, 2008.

AMENDMENT TO OVERADVANCE SIDE LETTER

c. The Overadvance Side Letter is hereby amended and restated in

its entirety in the form attached hereto as EXHIBIT A (the

"AMENDED AND RESTATED OVERADVANCE SIDE LETTER").

AMENDMENT TO JUNE 2005 WARRANT

d. The June 2005 Warrant is hereby amended by deleting the

definition of "Exercise Price" appearing therein in its

entirety and inserting the following new definition of

"Exercise Price" in lieu thereof:

"The 'Exercise Price' applicable under this Warrant

shall be $0.01 for each share acquired hereunder."

REAFFIRMATION OF REGISTRATION RIGHTS AGREEMENT

3. The Parent hereby ratifies and reaffirms its obligation pursuant to the

terms of the Registration Rights Agreement to file and have declared effective a

Registration Statement which shall register the shares of Common Stock of the

Company which are not otherwise freely tradeable and that are (i) held by each

of Laurus, VOFSPVII and VUSSPVI and (ii) that may be issued upon exercise of

issuable upon exercise of the Common Stock Purchase Warrant issued by the Parent

to Laurus on November 15, 2006 and exercisable into up to 940,750 shares of

Common Stock of the Parent (as amended, modified or supplemented from time to

time, the "NOV 2006 WARRANT"), on or prior to March 31, 2008 (the "EFFECTIVENESS

DATE"). For the avoidance of doubt, the "Effectiveness Date" shall be deemed a

Filing Date as defined in the Registration Rights Agreement.

ADDITIONAL COVENANTS

4. Mandatory Repayments of the Obligations.

a. On each date following each date on or after the date hereof

upon which the Parent or any of its Subsidiaries receives any

cash proceeds from any capital contribution or any sale or

issuance of its equity, an amount equal to 60% of the Net

Equity Proceeds of such capital contribution or sale or

issuance of equity shall be applied on such date as a

mandatory repayment of the Obligations in accordance with the

requirements of Sections 4(c) below. Nothing set forth herein

shall be deemed to be the implied or actual consent of any

Holder to the issuance by the Parent or its Subsidiaries of

equity.

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b. On each date on or after the date hereof upon which the Parent

or any of its Subsidiaries receives any cash proceeds from any

Asset Sale, an amount equal to 100% of the Net Sale Proceeds

therefrom shall be applied on such date as a mandatory

repayment of the Obligations in accordance with the

requirements of Sections 4(c) below. Nothing set forth herein

shall be deemed to be the implied or actual consent of any

Holder to the consummation of any Asset Sale by the Parent or

its Subsidiaries.

c. Each amount required to be applied pursuant to Sections 4(a)

and (b) in accordance with this Section 4(c) shall be applied

(i) first, to any fees due and payable to Holder pursuant to

the Overadvance and the Notes, the Security Agreement and the

Ancillary Agreements, (ii) second. to accrued and unpaid

interest due on the Overadvance and the Notes, (iii) third, to

the outstanding principal balance of the Overadvance, (iv)

fourth, to the outstanding principal balance of the Secured

Term Note and (v) fifth, to the outstanding principal balance

of the Secured Revolving Note.

d. For purposes hereof, the following terms shall have the

meanings ascribed such terms herein:

"ASSET SALE" shall mean any sale, transfer or other disposition by

the Parent or any of its Subsidiaries to any Person (including by

way of redemption by such Person) of any asset (including, without

limitation, any capital stock or other securities of, or equity

interests in, another Person).

"NET EQUITY PROCEEDS" shall mean, with respect to each issuance or

sale of any equity by any Person or any capital contribution to such

Person, an amount in cash equal to the cash proceeds (net of

underwriting discounts and commissions and other reasonable costs

associated therewith) received by such Person from the respective

sale or issuance of its equity or from the respective capital

contribution.

"NET SALE PROCEEDS" shall mean, for any Asset Sale, an amount in

cash equal to the gross cash proceeds (including any cash received

by way of deferred payment pursuant to a promissory note, receivable

or otherwise, but only as and when received) received from such sale

of assets, net of the reasonable costs of such sale (including fees

and commissions, payments of unassumed liabilities relating to the

assets sold and required payments of any Indebtedness (other than

Indebtedness secured pursuant to the Security Agreement) which is

secured by the respective assets which were sold), and the

incremental taxes paid or payable as a result of such Asset Sale.

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MISCELLANEOUS

5. This Amendment shall be effective as of the date first above written

(the "AMENDMENT EFFECTIVE DATE") on the date when (i) each of the Companies and

Laurus shall have duly executed and each of the Companies shall have delivered

to Laurus their respective counterparts to this Amendment and the Amended and

Restated Overadvance Side Letter, and (ii) each of the Companies and Laurus

shall have duly executed and each of the Companies shall have delivered to the

Holders their respective counterparts to the Reaffirmation and Ratification

Agreement in the form attached hereto as EXHIBIT B.

6. Except as specifically set forth in this Amendment, there are no other

amendments, modifications or waivers to the Loan Documents, and all of the other

forms, terms and provisions of the Loan Documents remain in full force and

effect.

7. The Parent and, to the extent applicable, each of the other Companies

hereby represent and warrant to Laurus that (i) after giving effect to the

Amendment Effective Date, no Event of Default exists on the date hereof, (ii) on

the date hereof, after giving effect to the Amendment Effective Date, all

representations, warranties and covenants made by the Parent and/or such other

Companies, as applicable, in connection with the Loan Documents are true,

correct and complete and (iii) on the date hereof, after giving effect to the

Amendment Effective Date, all of the Parent's, the other Companies' and their

respective Subsidiaries' covenant requirements have been met.

8. From and after the Amendment Effective Date, all references in the Loan

Documents, the other Ancillary Agreements to any Loan Document shall be deemed

to be a reference to such Loan Document as modified hereby.

9. This Amendment shall be binding upon the parties hereto and their

respective successors and permitted assigns and shall inure to the benefit of

and be enforceable by each of the parties hereto and its successors and

permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE

WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment may be

executed in any number of counterparts, each of which shall be an original, but

all of which shall constitute one instrument.

* * * *

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IN WITNESS WHEREOF, each of the Companies and Laurus have caused this

Amendment to be effective and signed in its name effective as of the date set

forth above.

THINKPATH INC., AN ONTARIO CORPORATION

By: /s/ DECLAN FRENCH

-----------------------------------------

Name: Declan French

Title:CEO

THINKPATH INC., AN OHIO CORPORATION

By: /s/ DECLAN FRENCH

-----------------------------------------

Name: Declan French

Title:CEO

THINKPATH OF MICHIGAN INC., A

MICHIGAN CORPORATION

By: /s/ DECLAN FRENCH

-----------------------------------------

Name: Declan French

Title:CEO

THINKPATH TECHNICAL SERVICES INC., AN

OHIO CORPORATION

By: /s/ DECLAN FRENCH

-----------------------------------------

Name: Declan French

Title:CEO

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LAURUS MAS