REAFFIRMATION AND RATIFICATION AGREEMENT

                                                              January 26, 2005

Laurus Master Fund, Ltd.
c/o Laurus Capital Management LLC
825 Third Avenue
New York, New York 10022

Ladies and Gentlemen:

      Reference is made to the (a) Guarantee dated as of November 9, 2004 made
by Thomas Equipment 2004 Inc. ("Thomas Canada") in favor of Laurus Master Fund,
Ltd. ("Laurus"), (b) General Security Agreement dated as of November 9, 2004
made by Thomas Canada in favor of Laurus, (c) Security Agreement dated as of
November 9, 2004 made by Thomas Canada in favor of Laurus, (d) Stock Pledge
Agreement dated as of November 9, 2004 between Thomas Equipment, Inc. ("Thomas
Equipment") and Laurus and (e) Stock Pledge Agreement dated as of November 9,
2004 between Thomas Canada and Laurus, as each such agreement may be amended,
modified and supplemented from time to time (collectively, the "Agreements").

      To induce Laurus to provide additional financial accommodations to Thomas
Equipment and Thomas Ventures, Inc. ("Thomas Ventures") and amend the Security
and Purchase Agreement dated as of November 9, 2004 among Thomas Equipment,
Thomas Ventures and Laurus (the "Amended Security Agreement"), each of the
undersigned hereby:

            (a) represents and warrants to Laurus that it has reviewed and
      approved the terms and provisions of the Amended Security Agreement and
      the documents, instruments and agreements entered into in connection
      therewith;

            (b) acknowledges, ratifies and confirms that all of the terms,
      conditions, representations and covenants contained in the Agreements are
      in full force and effect and shall remain in full force and effect after
      giving effect to the execution and effectiveness of the Amended Security
      Agreement;

            (c) acknowledges, ratifies and confirms that all liabilities and
      obligations of each of the undersigned under the Agreements include,
      without limitation, all obligations and liabilities of Thomas Equipment
      and Thomas Ventures under the Amended Security Agreement;

            (d) represents and warrants that no offsets, counterclaims or
      defenses exist as of the date hereof with respect to any of the
      undersigned's obligations under any Agreement; and

            (e) acknowledges, ratifies and confirms the grant by each such
      undersigned to Laurus of a security interest and charge, to the extent
      applicable, in the assets of such undersigned as more specifically set
      forth in the Agreements and the Amended Security Agreement, as applicable.


                                       1
<PAGE>

         This agreement shall be governed by and construed in accordance with
the laws of the State of New York.


                                        Very truly yours,



                                        THOMAS EQUIPMENT 2004 INC.


                                        By: /s/DAVID MARKS
                                           -------------------------------------
                                           Name:  David Marks
                                           Title: Chairman


                                        THOMAS EQUIPMENT, INC.


                                        By: /s/ DAVID MARKS
                                           -------------------------------------
                                           Name:  David Marks
                                           Title: Chairman


                                        THOMAS VENTURES, INC.


                                        By: /s/ DAVID MARKS
                                           -------------------------------------
                                           Name:  David Marks
                                           Title: Chairman


                                       2