SECURED TERM NOTE
                                -----------------

      FOR VALUE RECEIVED, each of THOMAS EQUIPMENT, INC., a Delaware corporation
("Thomas Equipment"), and THOMAS VENTURES, INC., a Delaware corporation ("Thomas
Ventures")   and  together  with  Thomas   Equipment,   each  a  "Borrower"  and
collectively  the "Borrowers")  jointly and severally  promises to pay to LAURUS
MASTER FUND, LTD., c/o M&C Corporate  Services Limited,  P.O. Box 309 GT, Ugland
House,  South Church Street,  George Town,  Grand Cayman,  Cayman Islands,  Fax:
345-949-8080 (the "Holder") or its registered assigns or successors in interest,
on order, the sum of Eight Million Five Hundred  Thousand Dollars  ($8,500,000),
together  with any  accrued  and unpaid  interest  hereon,  on May 12, 2009 (the
"Maturity Date") if not sooner paid.

      Capitalized  terms used herein without  definition shall have the meanings
ascribed to such terms in that certain Security and Purchase  Agreement dated as
of November 9, 2004 among  Borrowers  and the Holder (as amended by that certain
letter  agreement dated as of the date hereof by and among the Borrowers and the
Holder and as otherwise heretofore or hereafter amended, modified,  restated and
supplemented from time to time, the "Security Agreement").

The following terms shall apply to this Note:

                                   ARTICLE I
                              INTEREST & REDEMPTION

      1.1.  Interest  Rate.  Subject to Sections  2.9 and 4.7  hereof,  interest
payable  on the  outstanding  principal  amount  of this  Note  (the  "Principal
Amount")  shall  accrue at a rate per annum  equal to the sum of (i) the  "prime
rate" published in The Wall Street Journal from time to time (the "Prime Rate"),
plus three percent (3%) (the "Cash Contract Rate"),  plus (ii) five percent (5%)
(the "PIK  Contract  Rate") (the sum of (i) and (ii) shall be referred to as the
"Contract Rate").  The Cash Contract Rate shall be increased or decreased as the
case may be for each  increase or decrease in the Prime Rate in an amount  equal
to such  increase or decrease in the Prime Rate;  each change to be effective as
of the day of the change in the Prime Rate.  The Cash Contract Rate shall not at
any time be less than ten percent (10%). Interest shall be (i) calculated on the
basis of a 360 day year,  and (ii) payable  monthly,  in arrears,  commencing on
June 1, 2006 and on the first  Business Day of each  consecutive  calendar month
thereafter  through and including the Maturity Date,  whether by acceleration or
otherwise  (each date upon which  interest  shall be so  payable,  an  "Interest
Payment  Date").  Through any Interest  Payment Date,  interest on the Principal
Amount that shall have accrued at the Cash Contract Rate and shall remain unpaid
as of such  Interest  Payment  Date  (for any  Interest  Payment  Date,  a "Cash
Interest  Amount") shall be paid in immediately  available funds by Borrowers to
the Holder on such  Interest  Payment Date.  Through any Interest  Payment Date,
interest on the  Principal  Amount that shall have  accrued at the PIK  Interest
Rate and shall remain unpaid as of such Interest  Payment Date (for any Interest
Payment  Date,  a "PIK  Interest  Amount")  shall  not be paid on such  Interest
Payment Date. All outstanding  PIK Interest  Amounts shall be due and payable on
the Maturity Date.  Notwithstanding any other provision of this Note,  Borrowers
may,  in their sole  discretion,  pay any PIK  Interest  Amount on any  Interest
Payment Date in immediately available funds without any premium or penalty.

<PAGE>

      1.2. Principal Payments. Amortizing payments of the Principal Amount shall
be made,  jointly and severally,  by the Borrowers on October 1, 2006 and on the
first business day of each succeeding month thereafter through and including the
Maturity  Date  (each,  an  "Amortization   Date").   Commencing  on  the  first
Amortization  Date, the Borrowers  shall,  jointly and  severally,  make monthly
payments to the Holder on each Repayment  Date,  each such payment in the amount
of $265,625  together with any accrued and unpaid Cash  Interest  Amount on such
portion of the Principal  Amount plus any and all other unpaid amounts which are
then owing under this Note, the Security  Agreement  and/or any other  Ancillary
Agreement (collectively, the "Monthly Amount"). Any outstanding Principal Amount
together  with any  accrued and unpaid Cash  Interest  Amounts and PIK  Interest
Amounts  and any and all  other  unpaid  amounts  which  are  then  owing by the
Borrowers to the Holder under this Note, the Security Agreement and/or any other
Ancillary Agreement shall be due and payable on the Maturity Date.

      1.3.  Optional  Redemption.  The Borrowers may prepay this Note ("Optional
Redemption")  by paying to the Holder a sum of money a sum of money equal to one
hundred and five percent  (105%) of the  principal  amount of this Note together
with accrued but unpaid Cash Interest  Amounts and PIK Interest  Amounts and any
and all other sums due,  accrued or  payable  to the Holder  arising  under this
Note,  the  Security  Agreement  and/or  any  other  Ancillary   Agreement  (the
"Redemption Amount"),  in each case,  outstanding on the Redemption Payment Date
(as  defined  below).  Thomas  Equipment  shall  deliver to the Holder a written
notice of redemption (the "Notice of  Redemption")  specifying the date for such
Optional Redemption (the "Redemption  Payment Date"),  which date shall be seven
(7) Business Days after the date of the Notice of Redemption.  On the Redemption
Payment Date, the Redemption Amount must be paid in good funds to the Holder. In
the event the  Borrowers  fail to pay the  Redemption  Amount on the  Redemption
Payment Date as set forth herein,  then such Notice of  Redemption  will be null
and void.

                                   ARTICLE II
                               EVENTS OF DEFAULT

      The  occurrence of any of the  following  events set forth in Sections 4.1
through 4.10, inclusive, shall be an "Event of Default":

      2.1. Failure to Pay Principal,  Interest or other Fees. Any Borrower fails
to pay when due any  installment of principal,  interest or other fees hereon or
on any other promissory note issued pursuant to the Security  Agreement,  or any
Borrower  fails to pay when due any amount due under any other  promissory  note
issued by such Borrower, when due in accordance with the terms of such note, and
in any such case,  such  failure  shall  continue for a period of three (3) days
following the date upon which any such payment was due.

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<PAGE>

      2.2. Breach of Covenant.  Any Borrower breaches any covenant or other term
or condition of this Note in any material respect and such breach, if subject to
cure, continues for a period of fifteen (15) days after the occurrence thereof.

      2.3. Breach of  Representations  and  Warranties.  Any  representation  or
warranty of any Borrower or any of its Subsidiaries made herein, or the Security
Agreement,  or in any  Ancillary  Agreement  shall be false or misleading in any
material respect.

      2.4.  Receiver or Trustee.  Any Borrower or any of its Subsidiaries  shall
make an assignment for the benefit of creditors,  or apply for or consent to the
appointment  of a receiver  or trustee for it or for a  substantial  part of its
property  or  business;  or  such a  receiver  or  trustee  shall  otherwise  be
appointed.

      2.5. Judgments. Any money judgment, writ or similar final process shall be
entered or filed against any Borrower or any of its Subsidiaries or any of their
respective  property or other assets for more than $250,000 in the aggregate for
Borrower  and all such  Subsidiaries,  and shall remain  unvacated,  unbonded or
unstayed for a period of thirty (30) days.

      2.6.  Bankruptcy.  Bankruptcy,  insolvency,  reorganization or liquidation
proceedings  or other  proceedings or relief under any bankruptcy law or any law
for the relief of debtors  shall be instituted by or against any Borrower or any
of its Subsidiaries.

      2.7. Default Under Other Agreements. The occurrence of an Event of Default
under and as defined in the Security Agreement or any Ancillary Agreement or any
event of  default  (or  similar  term)  under  any  other  agreement  evidencing
indebtedness of at least $250,000.

      2.8.  Change in Control.  The  occurrence  of a change in the  controlling
ownership of any Borrower.

                           DEFAULT RELATED PROVISIONS

      2.9.  Default  Interest  Rate.  Following  the  occurrence  and during the
continuance  of an Event of Default,  the Contract Rate shall  automatically  be
increased by one and one-half  percent  (1.50%) per month,  and all  outstanding
Obligations,  including unpaid interest,  shall continue to accrue interest from
the date of such Event of  Default  at such  interest  rate  applicable  to such
Obligations until such Event of Default is cured or waived.

      2.10.  Cumulative  Remedies.   The  remedies  under  this  Note  shall  be
cumulative.

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<PAGE>

                                  ARTICLE III
                                DEFAULT PAYMENTS

      3.1.  Default  Payment.  If an Event of Default  occurs and is  continuing
beyond any applicable  grace period,  the Holder,  at its option,  may elect, in
addition to all rights and remedies of Holder under the Security  Agreement  and
the Ancillary Agreements and all obligations of each Borrower under the Security
Agreement  and the  Ancillary  Agreements,  to require the  Borrowers  to make a
Default Payment  ("Default  Payment").  The Default Payment shall be 115% of the
outstanding principal amount of the Note, plus accrued but unpaid interest,  all
other fees then remaining unpaid, and all other amounts payable  hereunder.  The
Default  Payment  shall be applied  first to any fees due and  payable to Holder
pursuant to the Notes or the  Ancillary  Agreements,  then to accrued and unpaid
interest  due on the  Notes and then to  outstanding  principal  balance  of the
Notes.

      3.2.  Default  Payment Date. The Default  Payment shall be due and payable
immediately  on the date that the Holder has  exercised  its rights  pursuant to
Section 3.1.

                                   ARTICLE IV
                                  MISCELLANEOUS

      4.1. Failure or Indulgence Not Waiver.  No failure or delay on the part of
the Holder  hereof in the exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other  right,  power or  privilege.  All  rights  and  remedies  existing
hereunder  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available.

      4.2. Notices. Any notice herein required or permitted to be given shall be
in writing and provided in accordance with the terms of the Security Agreement.

      4.3. Amendment  Provision.  The term "Note" and all reference thereto,  as
used  throughout  this  instrument,  shall mean this  instrument  as  originally
executed,  or  if  later  amended  or  supplemented,   then  as  so  amended  or
supplemented, and any successor instrument as it may be amended or supplemented.

      4.4. Assignability.  This Note shall be binding upon each Borrower and its
successors  and  assigns,  and shall  inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Security Agreement.

      4.5. Cost of  Collection.  If default is made in the payment of this Note,
each Borrower shall jointly and severally pay the Holder hereof reasonable costs
of collection, including reasonable attorneys' fees.

      4.6.  Governing  Law.  This Note shall be  governed  by and  construed  in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of laws.  Any action  brought by either  party  against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York.  Each party hereto and the  individual  signing this Note on behalf of
each Borrower agree to submit to the jurisdiction of such courts. The prevailing
party  shall  be  entitled  to  recover  from the  other  party  its  reasonable
attorney's  fees and  costs.  In the event  that any  provision  of this Note is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any such provision which may prove invalid or  unenforceable  under any law
shall not affect the validity or unenforceability of any other provision of this
Note. Nothing contained herein shall be deemed or operate to preclude the Holder
from  bringing  suit or taking  other legal  action  against any Borrower in any
other  jurisdiction  to collect on such  Borrower's  obligations  to Holder,  to
realize on any  collateral  or any other  security for such  obligations,  or to
enforce a judgment or other court order in favor of Holder.

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<PAGE>

      4.7.  Maximum  Payments.  Nothing  contained  herein  shall be  deemed  to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by  Borrowers  to the  Holder  and thus  refunded  to the
Borrowers

      4.8. Security Interest. The Holder has been granted a security interest in
certain  assets  of the  Borrowers  as  more  fully  described  in the  Security
Agreement.

      4.9.  Construction.   Each  party  acknowledges  that  its  legal  counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction  that  ambiguities are to be resolved  against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

      4.10.  Registered  Obligation.  This Note is intended  to be a  registered
obligation within the meaning of Treasury  Regulation Section  1.871-14(c)(1)(i)
and the Borrowers (or its agent) shall register the Note (and  thereafter  shall
maintain  such  registration)  as to both  principal  and any  stated  interest.
Notwithstanding  any document,  instrument or agreement relating to this Note to
the  contrary,  transfer of this Note (or the right to any payments of principal
or stated  interest  thereunder)  may only be effected by (i)  surrender of this
Note and either the  reissuance  by the Borrowers of this Note to the new holder
or the issuance by the Borrowers of a new instrument to the new holder,  or (ii)
transfer through a book entry system maintained by the Borrowers (or its agent),
within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).

       [Balance of page intentionally left blank; signature page follows.]

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<PAGE>

      IN WITNESS WHEREOF,  each Borrower has caused this Secured Term Note to be
signed in its name effective as of this 12th day of May, 2006.

                                          THOMAS EQUIPMENT, INC.

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

                                          THOMAS VENTURES, INC.

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

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