EXHIBIT A

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                             THOMAS EQUIPMENT, INC.

            THIS COMMON STOCK PURCHASE  WARRANT (the "Warrant")  certifies that,
for value received,  _____________ (the "Holder"),  is entitled,  upon the terms
and subject to the  limitations on exercise and the conditions  hereinafter  set
forth, at any time on or after the date hereof (the "Initial Exercise Date") and
on or prior to the close of  business  on the fifth  anniversary  of the Initial
Exercise Date (the "Termination Date") but not thereafter,  to subscribe for and
purchase from Thomas Equipment, Inc., a Delaware corporation (the "Company"), up
to ______  shares (the "Warrant  Shares") of Common  Stock,  par value $.001 per
share, of the Company (the "Common  Stock").  The purchase price of one share of
Common Stock under this Warrant shall be equal to the Exercise Price, as defined
in  Section  2(b).  Section  1.  Definitions.  Capitalized  terms  used  and not
otherwise  defined  herein  shall have the  meanings  set forth in that  certain
Securities Purchase Agreement (the "Purchase Agreement"),  dated April 19, 2005,
among the Company and the purchasers signatory thereto.

      Section 2. Exercise.

            a) Exercise of Warrant.  Exercise of the purchase rights represented
      by this  Warrant  may be made at any time or times on or after the Initial
      Exercise  Date and on or before the  Termination  Date by  delivery to the
      Company of a duly executed  facsimile  copy of the Notice of Exercise Form
      annexed  hereto (or such other  office or agency of the  Company as it may
      designate by notice in writing to the registered  Holder at the address of
      such Holder  appearing on the books of the  Company);  provided,  however,
      within 5 Trading  Days of the date said Notice of Exercise is delivered to
      the Company, the Holder shall have surrendered this Warrant to the Company
      and the Company  shall have  received  payment of the  aggregate  Exercise
      Price of the shares thereby  purchased by wire transfer or cashier's check
      drawn on a United States bank.


<PAGE>

            b) Exercise Price. The exercise price of the Common Stock under this
      Warrant shall be $3.00,  subject to adjustment  hereunder  (the  "Exercise
      Price").

            c) Cashless Exercise. If at any time after one year from the date of
      issuance of this  Warrant  there is no  effective  Registration  Statement
      registering  the resale of the  Warrant  Shares by the  Holder,  then this
      Warrant  may  also be  exercised  at such  time by  means  of a  "cashless
      exercise" in which the Holder  shall be entitled to receive a  certificate
      for the  number  of  Warrant  Shares  equal to the  quotient  obtained  by
      dividing [(A-B) (X)] by (A), where:

           (A)=   the VWAP on the Trading Day immediately  preceding the date of
                  such election;

           (B)=   the Exercise Price of this Warrant, as adjusted; and

           (X)=   the number of Warrant  Shares  issuable  upon exercise of this
                  Warrant in accordance  with the terms of this Warrant by means
                  of a cash exercise rather than a cashless exercise.

            d)    Exercise Limitations.


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<PAGE>

                  i. Holder's Restrictions.  The Holder shall not have the right
            to exercise any portion of this Warrant, pursuant to Section 2(c) or
            otherwise,  to the extent that after giving  effect to such issuance
            after exercise,  the Holder (together with the Holder's affiliates),
            as  set  forth  on  the   applicable   Notice  of  Exercise,   would
            beneficially  own in excess of 4.99% of the  number of shares of the
            Common Stock  outstanding  immediately  after giving  effect to such
            issuance.  For  purposes of the  foregoing  sentence,  the number of
            shares of Common  Stock  beneficially  owned by the  Holder  and its
            affiliates  shall  include  the  number of  shares  of Common  Stock
            issuable  upon  exercise of this  Warrant  with respect to which the
            determination  of such sentence is being made, but shall exclude the
            number of shares of Common  Stock which  would be issuable  upon (A)
            exercise  of the  remaining,  nonexercised  portion of this  Warrant
            beneficially  owned by the Holder or any of its  affiliates  and (B)
            exercise or conversion of the unexercised or nonconverted portion of
            any other securities of the Company (including,  without limitation,
            any other  Preferred  Stock or Warrants)  subject to a limitation on
            conversion or exercise analogous to the limitation  contained herein
            beneficially owned by the Holder or any of its affiliates. Except as
            set forth in the  preceding  sentence,  for purposes of this Section
            2(d),  beneficial  ownership  shall be calculated in accordance with
            Section 13(d) of the Exchange Act, it being  acknowledged  by Holder
            that the Company is not representing to Holder that such calculation
            is in  compliance  with Section 13(d) of the Exchange Act and Holder
            is solely  responsible  for any  schedules  required  to be filed in
            accordance therewith. To the extent that the limitation contained in
            this Section 2(d) applies, the determination of whether this Warrant
            is exercisable (in relation to other securities owned by the Holder)
            and of which a portion of this  Warrant is  exercisable  shall be in
            the sole  discretion of such Holder,  and the submission of a Notice
            of Exercise  shall be deemed to be such  Holder's  determination  of
            whether this Warrant is exercisable (in relation to other securities
            owned  by such  Holder)  and of which  portion  of this  Warrant  is
            exercisable,  in each  case  subject  to such  aggregate  percentage
            limitation,  and the Company  shall have no  obligation to verify or
            confirm the  accuracy of such  determination.  For  purposes of this
            Section 2(d), in  determining  the number of  outstanding  shares of
            Common  Stock,  the  Holder  may rely on the  number of  outstanding
            shares of Common Stock as reflected in (x) the Company's most recent
            Form  10-QSB or Form  10-KSB,  as the case may be, (y) a more recent
            public  announcement  by the Company or (z) any other  notice by the
            Company or the Company's  Transfer Agent setting forth the number of
            shares of Common Stock outstanding. Upon the written or oral request
            of the Holder,  the Company  shall  within two Trading  Days confirm
            orally  and in  writing to the Holder the number of shares of Common
            Stock  then  outstanding.  In any case,  the  number of  outstanding
            shares of Common Stock shall be  determined  after giving  effect to
            the  conversion or exercise of securities of the Company,  including
            this Warrant,  by the Holder or its affiliates  since the date as of
            which  such  number  of  outstanding  shares  of  Common  Stock  was
            reported.  The  provisions of this Section 2(d) may be waived by the
            Holder upon,  at the election of the Holder,  not less than 61 days'
            prior notice to the Company, and the provisions of this Section 2(d)
            shall  continue to apply until such 61st day (or such later date, as
            determined  by the  Holder,  as may be  specified  in such notice of
            waiver);  provided  however  that upon any such  waiver,  the Holder
            shall not have the right to exercise  any  portion of this  Warrant,
            pursuant  to Section  2(c) or  otherwise,  to the extent  that after
            giving effect to such issuance after exercise,  the Holder (together
            with the Holder's affiliates), as set forth on the applicable Notice
            of Exercise, would beneficially own in excess of 9.99% of the number
            of shares of the Common Stock  outstanding  immediately after giving
            effect to such issuance.

                  ii.  Trading  Market  Restrictions.  If the  Company  has  not
            obtained Shareholder  Approval (as defined below) if required,  then
            the  Company  may not issue  upon  exercise  of this  Warrant in the
            aggregate,  in excess of  19.999%  of the number of shares of Common
            Stock  outstanding  on the Trading  Day  immediately  preceding  the
            Closing Date, less any shares of Common Stock issued upon conversion
            of or as payment of dividends on the  Preferred  Stock or upon prior
            exercise  of  this  or any  other  Warrant  issued  pursuant  to the
            Purchase Agreement (such number of shares, the "Issuable  Maximum").
            If on any  attempted  exercise  of this  Warrant,  the  issuance  of
            Warrant  Shares would  exceed the  Issuable  Maximum and the Company
            shall not have  previously  obtained the vote of  shareholders  (the
            "Shareholder  Approval"),   if  any,  as  may  be  required  by  the
            applicable  rules and  regulations  of the  Trading  Market  (or any
            successor  entity) to approve the issuance of shares of Common Stock
            in excess of the Issuable Maximum pursuant to the terms hereof, then
            the Company shall issue to the Holder  requesting a Warrant exercise
            such number of Warrant  Shares as may be issued  below the  Issuable
            Maximum and, with respect to the  remainder of the aggregate  number
            of Warrant Shares,  this Warrant shall not be exercisable  until and
            unless Shareholder Approval has been obtained.


                                       3
<PAGE>

      e) Mechanics of Exercise.

                  i. Authorization of Warrant Shares. The Company covenants that
            all  Warrant  Shares  which may be issued  upon the  exercise of the
            purchase  rights  represented by this Warrant will, upon exercise of
            the purchase rights represented by this Warrant, be duly authorized,
            validly  issued,  fully  paid and  nonassessable  and free  from all
            taxes, liens and charges in respect of the issue thereof (other than
            taxes in respect of any transfer  occurring  contemporaneously  with
            such  issue).  The  Company  covenants  that  during  the period the
            Warrant is  outstanding,  it will  reserve from its  authorized  and
            unissued  Common Stock a sufficient  number of shares to provide for
            the issuance of the Warrant Shares upon the exercise of any purchase
            rights under this Warrant.  The Company  further  covenants that its
            issuance of this  Warrant  shall  constitute  full  authority to its
            officers  who  are  charged   with  the  duty  of  executing   stock
            certificates to execute and issue the necessary certificates for the
            Warrant  Shares upon the exercise of the purchase  rights under this
            Warrant.  The Company will take all such reasonable action as may be
            necessary  to  assure  that  such  Warrant  Shares  may be issued as
            provided   herein  without   violation  of  any  applicable  law  or
            regulation,  or of any requirements of the Trading Market upon which
            the Common Stock may be listed.

                  ii. Delivery of Certificates  Upon Exercise.  Certificates for
            shares  purchased  hereunder  shall be  transmitted  by the transfer
            agent of the Company to the Holder by  crediting  the account of the
            Holder's prime broker with the Depository  Trust Company through its
            Deposit  Withdrawal Agent Commission  ("DWAC") system if the Company
            is a participant in such system,  and otherwise by physical delivery
            to the  address  specified  by the Holder in the Notice of  Exercise
            within 3 Trading Days from the delivery to the Company of the Notice
            of  Exercise  Form,  surrender  of this  Warrant  and payment of the
            aggregate Exercise Price as set forth above ("Warrant Share Delivery
            Date").  This Warrant shall be deemed to have been  exercised on the
            date the  Exercise  Price is  received by the  Company.  The Warrant
            Shares shall be deemed to have been issued,  and Holder or any other
            person so  designated  to be named  therein  shall be deemed to have
            become a holder of record of such shares for all purposes, as of the
            date the Warrant has been exercised by payment to the Company of the
            Exercise Price and all taxes  required to be paid by the Holder,  if
            any,  pursuant to Section  2(e)(vii)  prior to the  issuance of such
            shares, have been paid.


                                       4
<PAGE>

                  iii.  Delivery of New Warrants Upon Exercise.  If this Warrant
            shall have been exercised in part, the Company shall, at the time of
            delivery of the  certificate or  certificates  representing  Warrant
            Shares,  deliver to Holder a new  Warrant  evidencing  the rights of
            Holder to purchase the unpurchased Warrant Shares called for by this
            Warrant,  which new Warrant shall in all other respects be identical
            with this Warrant.

                  iv.  Rescission  Rights.  If the  Company  fails to cause  its
            transfer   agent  to  transmit  to  the  Holder  a  certificate   or
            certificates  representing  the  Warrant  Shares  pursuant  to  this
            Section 2(e)(iv) by the Warrant Share Delivery Date, then the Holder
            will have the right to rescind such exercise.

                  v.  Compensation  for  Buy-In on  Failure  to  Timely  Deliver
            Certificates  Upon  Exercise.   In  addition  to  any  other  rights
            available to the Holder,  if the Company fails to cause its transfer
            agent to  transmit  to the  Holder  a  certificate  or  certificates
            representing the Warrant Shares pursuant to an exercise on or before
            the Warrant Share  Delivery  Date, and if after such date the Holder
            is required by its broker to purchase (in an open market transaction
            or otherwise) shares of Common Stock to deliver in satisfaction of a
            sale  by  the  Holder  of  the  Warrant   Shares  which  the  Holder
            anticipated  receiving  upon such  exercise (a  "Buy-In"),  then the
            Company  shall (1) pay in cash to the Holder the amount by which (x)
            the Holder's total purchase price (including brokerage  commissions,
            if any) for the shares of Common Stock so purchased  exceeds (y) the
            amount obtained by multiplying (A) the number of Warrant Shares that
            the Company was required to deliver to the Holder in connection with
            the  exercise  at issue  times (B) the price at which the sell order
            giving rise to such purchase obligation was executed, and (2) at the
            option of the Holder,  either  reinstate  the portion of the Warrant
            and equivalent  number of Warrant Shares for which such exercise was
            not  honored or deliver to the Holder the number of shares of Common
            Stock that would have been  issued had the Company  timely  complied
            with its exercise and delivery obligations  hereunder.  For example,
            if the Holder  purchases  Common Stock having a total purchase price
            of $11,000 to cover a Buy-In with respect to an  attempted  exercise
            of shares of Common Stock with an  aggregate  sale price giving rise
            to such  purchase  obligation  of $10,000,  under  clause (1) of the
            immediately  preceding sentence the Company shall be required to pay
            the Holder  $1,000.  The Holder  shall  provide the Company  written
            notice  indicating  the amounts  payable to the Holder in respect of
            the  Buy-In,  together  with  applicable   confirmations  and  other
            evidence reasonably  requested by the Company.  Nothing herein shall
            limit a Holder's right to pursue any other remedies  available to it
            hereunder,  at law or in equity  including,  without  limitation,  a
            decree of specific performance and/or injunctive relief with respect
            to the Company's failure to timely deliver certificates representing
            shares of Common  Stock upon  exercise  of the  Warrant as  required
            pursuant to the terms hereof.


                                       5
<PAGE>

                  vi. No Fractional  Shares or Scrip.  No  fractional  shares or
            scrip  representing  fractional  shares  shall  be  issued  upon the
            exercise of this Warrant. As to any fraction of a share which Holder
            would  otherwise  be entitled to purchase  upon such  exercise,  the
            Company  shall  pay a cash  adjustment  in  respect  of  such  final
            fraction  in an  amount  equal to such  fraction  multiplied  by the
            Exercise Price.

                  vii. Charges, Taxes and Expenses. Issuance of certificates for
            Warrant  Shares shall be made  without  charge to the Holder for any
            issue or transfer tax or other incidental  expense in respect of the
            issuance of such certificate,  all of which taxes and expenses shall
            be paid by the Company, and such certificates shall be issued in the
            name of the  Holder or in such name or names as may be  directed  by
            the Holder;  provided,  however,  that in the event certificates for
            Warrant Shares are to be issued in a name other than the name of the
            Holder,   this  Warrant  when  surrendered  for  exercise  shall  be
            accompanied by the Assignment  Form attached hereto duly executed by
            the Holder; and the Company may require, as a condition thereto, the
            payment of a sum  sufficient  to  reimburse  it for any transfer tax
            incidental thereto.

                  viii.  Closing  of  Books.  The  Company  will not  close  its
            stockholder books or records in any manner which prevents the timely
            exercise of this Warrant, pursuant to the terms hereof.

      Section 3. Certain Adjustments.

            a) Stock  Dividends  and Splits.  If the Company,  at any time while
      this Warrant is outstanding: (A) pays a stock dividend or otherwise make a
      distribution or  distributions  on shares of its Common Stock or any other
      equity or equity equivalent  securities  payable in shares of Common Stock
      (which,  for  avoidance  of doubt,  shall not include any shares of Common
      Stock  issued by the Company  pursuant to this  Warrant),  (B)  subdivides
      outstanding  shares of Common  Stock into a larger  number of shares,  (C)
      combines  (including by way of reverse stock split)  outstanding shares of
      Common  Stock  into  a  smaller  number  of  shares,   or  (D)  issues  by
      reclassification of shares of the Common Stock any shares of capital stock
      of the Company,  then in each case the Exercise  Price shall be multiplied
      by a  fraction  of which the  numerator  shall be the  number of shares of
      Common Stock (excluding  treasury shares, if any) outstanding  before such
      event and of which the denominator shall be the number of shares of Common
      Stock  outstanding after such event and the number of shares issuable upon
      exercise of this Warrant shall be proportionately adjusted. Any adjustment
      made  pursuant to this  Section 3(a) shall  become  effective  immediately
      after the record date for the  determination  of stockholders  entitled to
      receive  such  dividend  or  distribution   and  shall  become   effective
      immediately  after  the  effective  date  in the  case  of a  subdivision,
      combination or re-classification.


                                       6
<PAGE>

            b) Pro Rata Distributions.  If the Company, at any time prior to the
      Termination Date, shall distribute to all holders of Common Stock (and not
      to Holders of the  Warrants)  evidences of its  indebtedness  or assets or
      rights or warrants to subscribe  for or purchase  any security  other than
      the  Common  Stock,  then in each such case the  Exercise  Price  shall be
      adjusted by multiplying the Exercise Price in effect  immediately prior to
      the record  date  fixed for  determination  of  stockholders  entitled  to
      receive such  distribution by a fraction of which the denominator shall be
      the VWAP  determined as of the record date mentioned  above,  and of which
      the  numerator  shall be such VWAP on such  record  date less the then per
      share fair market  value at such record date of the portion of such assets
      or evidence of indebtedness  so distributed  applicable to one outstanding
      share of the Common Stock as  determined by the Board of Directors in good
      faith.  In either case the  adjustments  shall be described in a statement
      provided  to  the  Holders  of the  portion  of  assets  or  evidences  of
      indebtedness so distributed or such subscription  rights applicable to one
      share of Common  Stock.  Such  adjustment  shall be made whenever any such
      distribution  is made and shall  become  effective  immediately  after the
      record date mentioned above.

            c) Calculations. All calculations under this Section 3 shall be made
      to the nearest cent or the nearest 1/100th of a share, as the case may be.
      The number of shares of Common Stock  outstanding  at any given time shall
      not includes shares of Common Stock owned or held by or for the account of
      the Company,  and the description of any such shares of Common Stock shall
      be  considered  on issue or sale of Common  Stock.  For  purposes  of this
      Section  3, the number of shares of Common  Stock  deemed to be issued and
      outstanding as of a given date shall be the sum of the number of shares of
      Common Stock (excluding treasury shares, if any) issued and outstanding.

            d) Notice to Holders.

                  i. Adjustment to Exercise  Price.  Whenever the Exercise Price
            is adjusted  pursuant to this Section 3, the Company shall  promptly
            mail to each Holder a notice  setting forth the Exercise Price after
            such  adjustment  and setting  forth a brief  statement of the facts
            requiring such adjustment.


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<PAGE>

                  ii.  Notice to Allow  Exercise  by Holder.  If (A) the Company
            shall declare a dividend (or any other  distribution)  on the Common
            Stock;  (B) the Company  shall declare a special  nonrecurring  cash
            dividend on or a  redemption  of the Common  Stock;  (C) the Company
            shall  authorize  the  granting to all  holders of the Common  Stock
            rights or  warrants  to  subscribe  for or  purchase  any  shares of
            capital stock of any class or of any rights; (D) the approval of any
            stockholders of the Company shall be required in connection with any
            reclassification of the Common Stock, any consolidation or merger to
            which  the  Company  is a  party,  any  sale or  transfer  of all or
            substantially  all of the assets of the Company,  of any  compulsory
            share  exchange  whereby the Common  Stock is  converted  into other
            securities,  cash or property;  (E) the Company shall  authorize the
            voluntary or involuntary  dissolution,  liquidation or winding up of
            the affairs of the Company;  then,  in each case,  the Company shall
            cause to be mailed to the Holder at its last  addresses  as it shall
            appear  upon  the  Warrant  Register  of the  Company,  at  least 10
            calendar  days  prior to the  applicable  record or  effective  date
            hereinafter  specified,  a  notice  stating  (x) the date on which a
            record  is  to  be  taken  for  the   purpose   of  such   dividend,
            distribution,  redemption, rights or warrants, or if a record is not
            to be taken, the date as of which the holders of the Common Stock of
            record to be entitled to such dividend,  distributions,  redemption,
            rights or  warrants  are to be  determined  or (y) the date on which
            such  reclassification,  consolidation,  merger,  sale,  transfer or
            share  exchange is expected to become  effective  or close,  and the
            date as of which it is expected  that holders of the Common Stock of
            record  shall be  entitled to  exchange  their  shares of the Common
            Stock for securities,  cash or other property  deliverable upon such
            reclassification,  consolidation,  merger,  sale,  transfer or share
            exchange;  provided,  that the  failure  to mail such  notice or any
            defect  therein  or in the  mailing  thereof  shall not  affect  the
            validity of the  corporate  action  required to be specified in such
            notice.  The Holder is entitled to exercise this Warrant  during the
            10-day  period  commencing  the date of such notice to the effective
            date of the event triggering such notice.

      e)  Fundamental  Transaction.  If,  at any  time  while  this  Warrant  is
outstanding,  (A) the Company effects any merger or consolidation of the Company
with  or into  another  Person,  (B)  the  Company  effects  any  sale of all or
substantially all of its assets in one or a series of related transactions,  (C)
any tender offer or exchange offer (whether by the Company or another Person) is
completed  pursuant to which  holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (D) the Company
effects  any  reclassification  of the  Common  Stock  or any  compulsory  share
exchange  pursuant to which the Common Stock is  effectively  converted  into or
exchanged  for  other  securities,  cash  or  property  (in  any  such  case,  a
"Fundamental  Transaction"),  then,  upon  any  subsequent  conversion  of  this
Warrant, the Holder shall have the right to receive, for each Warrant Share that
would have been issuable upon such exercise absent such Fundamental Transaction,
at the option of the Holder,  (a) upon exercise of this  Warrant,  the number of
shares of Common  Stock of the  successor  or  acquiring  corporation  or of the
Company,  if  it is  the  surviving  corporation,  and  Alternate  Consideration
receivable upon or as a result of such reorganization, reclassification, merger,
consolidation  or  disposition  of assets by a Holder of the number of shares of
Common Stock for which this  Warrant is  exercisable  immediately  prior to such
event or (b) cash equal to the value of this Warrant as determined in accordance
with the Black-Scholes  option pricing formula (the "Alternate  Consideration").
For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate  Consideration based on the
amount of  Alternate  Consideration  issuable  in respect of one share of Common
Stock in such  Fundamental  Transaction,  and the Company  shall  apportion  the
Exercise  Price  among  the  Alternate  Consideration  in  a  reasonable  manner
reflecting  the relative  value of any  different  components  of the  Alternate
Consideration.  If  holders  of Common  Stock  are  given  any  choice as to the
securities,  cash or property to be received in a Fundamental Transaction,  then
the Holder shall be given the same choice as to the Alternate  Consideration  it
receives  upon  any  exercise  of  this  Warrant   following  such   Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any
successor to the Company or  surviving  entity in such  Fundamental  Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions
and  evidencing  the Holder's  right to exercise  such  warrant  into  Alternate
Consideration.  The  terms of any  agreement  pursuant  to  which a  Fundamental
Transaction  is effected  shall  include terms  requiring any such  successor or
surviving  entity  to  comply  with the  provisions  of this  paragraph  (f) and
insuring that this Warrant (or any such replacement  security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


                                       8
<PAGE>

      f)  Exempt  Issuance.   Notwithstanding  the  foregoing,  no  adjustments,
Alternate  Consideration  nor notices  shall be made,  paid or issued under this
Section 3 in respect of an Exempt Issuance.

      g) Voluntary Adjustment By Company. The Company may at any time during the
term of this Warrant  reduce the then current  Exercise  Price to any amount and
for any  period of time  deemed  appropriate  by the Board of  Directors  of the
Company.

Section 4. Transfer of Warrant.

      a) Transferability.  Subject to compliance with any applicable  securities
laws and the  conditions  set forth in Sections  5(a) and 4(d) hereof and to the
provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights
hereunder are transferable,  in whole or in part, upon surrender of this Warrant
at the principal  office of the Company,  together with a written  assignment of
this Warrant  substantially  in the form  attached  hereto duly  executed by the
Holder or its agent or attorney and funds  sufficient to pay any transfer  taxes
payable upon the making of such transfer.  Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the  denomination or  denominations
specified in such  instrument of  assignment,  and shall issue to the assignor a
new Warrant  evidencing  the portion of this Warrant not so  assigned,  and this
Warrant shall promptly be cancelled.  A Warrant,  if properly  assigned,  may be
exercised by a new holder for the purchase of Warrant  Shares  without  having a
new Warrant issued.

      b) New  Warrants.  This  Warrant  may be  divided or  combined  with other
Warrants  upon  presentation  hereof at the  aforesaid  office  of the  Company,
together with a written notice  specifying the names and  denominations in which
new  Warrants  are to be issued,  signed by the Holder or its agent or attorney.
Subject  to  compliance  with  Section  4(a),  as to any  transfer  which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants in exchange  for the Warrant or Warrants to be divided
or combined in accordance with such notice.


                                        9
<PAGE>

      c) Warrant Register. The Company shall register this Warrant, upon records
to be maintained by the Company for that purpose (the  "Warrant  Register"),  in
the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any  distribution  to the Holder,  and for all
other purposes, absent actual notice to the contrary.

      d) Transfer Restrictions. If, at the time of the surrender of this Warrant
in connection  with any transfer of this  Warrant,  the transfer of this Warrant
shall not be registered  pursuant to an effective  registration  statement under
the Securities Act and under  applicable  state securities or blue sky laws, the
Company may  require,  as a condition  of allowing  such  transfer  (i) that the
Holder or transferee of this Warrant, as the case may be, furnish to the Company
a written  opinion of counsel  (which  opinion  shall be in form,  substance and
scope  customary  for  opinions of counsel in  comparable  transactions)  to the
effect that such transfer may be made without  registration under the Securities
Act and under applicable state securities or blue sky laws, (ii) that the holder
or transferee  execute and deliver to the Company an  investment  letter in form
and  substance  acceptable  to the Company and (iii) that the  transferee  be an
"accredited investor" as defined in Rule 501(a)(1),  (a)(2),  (a)(3), (a)(7), or
(a)(8) promulgated under the Securities Act or a qualified  institutional  buyer
as defined in Rule 144A(a) under the Securities Act.

Section 5. Miscellaneous.

      a) Title  to  Warrant.  Prior  to the  Termination  Date  and  subject  to
compliance with applicable laws and Section 4 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

      b) No Rights as Shareholder Until Exercise.  This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder  of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the  aggregate  Exercise  Price  (or by means of a  cashless  exercise),  the
Warrant  Shares so purchased  shall be and be deemed to be issued to such Holder
as the record  owner of such  shares as of the close of business on the later of
the date of such surrender or payment.

      c)  Loss,  Theft,  Destruction  or  Mutilation  of  Warrant.  The  Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.


                                       10
<PAGE>

      d) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

      e) Authorized Shares.

            The  Company  covenants  that  during  the  period  the  Warrant  is
      outstanding, it will reserve from its authorized and unissued Common Stock
      a  sufficient  number of shares to provide for the issuance of the Warrant
      Shares upon the exercise of any purchase  rights under this  Warrant.  The
      Company  further  covenants  that  its  issuance  of  this  Warrant  shall
      constitute full authority to its officers who are charged with the duty of
      executing   stock   certificates   to  execute  and  issue  the  necessary
      certificates  for the  Warrant  Shares upon the  exercise of the  purchase
      rights  under this  Warrant.  The  Company  will take all such  reasonable
      action as may be  necessary  to assure  that such  Warrant  Shares  may be
      issued as provided  herein  without  violation  of any  applicable  law or
      regulation,  or of any  requirements  of the Trading Market upon which the
      Common Stock may be listed.

            Except and to the extent as waived or  consented  to by the  Holder,
      the  Company  shall  not by any  action,  including,  without  limitation,
      amending its certificate of incorporation  or through any  reorganization,
      transfer of assets, consolidation,  merger, dissolution,  issue or sale of
      securities  or any  other  voluntary  action,  avoid or seek to avoid  the
      observance or performance of any of the terms of this Warrant, but will at
      all times in good faith  assist in the  carrying out of all such terms and
      in the taking of all such actions as may be necessary  or  appropriate  to
      protect  the  rights  of  Holder  as set  forth  in this  Warrant  against
      impairment.  Without limiting the generality of the foregoing, the Company
      will (a) not increase the par value of any Warrant Shares above the amount
      payable therefor upon such exercise  immediately prior to such increase in
      par value,  (b) take all such action as may be necessary or appropriate in
      order that the  Company  may  validly  and  legally  issue  fully paid and
      nonassessable  Warrant  Shares upon the exercise of this Warrant,  and (c)
      use  commercially  reasonable  efforts to obtain all such  authorizations,
      exemptions or consents from any public regulatory body having jurisdiction
      thereof  as  may be  necessary  to  enable  the  Company  to  perform  its
      obligations under this Warrant.

            Before  taking any action which would result in an adjustment in the
      number of Warrant  Shares for which this Warrant is  exercisable or in the
      Exercise  Price,  the  Company  shall  obtain all such  authorizations  or
      exemptions  thereof,  or consents  thereto,  as may be necessary  from any
      public regulatory body or bodies having jurisdiction thereof.

      f)  Jurisdiction.  All questions  concerning the  construction,  validity,
enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.


                                       11
<PAGE>

      g) Restrictions.  The Holder acknowledges that the Warrant Shares acquired
upon the exercise of this Warrant,  if not  registered,  will have  restrictions
upon resale imposed by state and federal securities laws.

      h) Nonwaiver and Expenses. No course of dealing or any delay or failure to
exercise any right  hereunder on the part of Holder shall operate as a waiver of
such  right  or  otherwise  prejudice  Holder's  rights,   powers  or  remedies,
notwithstanding  the fact that all rights hereunder terminate on the Termination
Date. If the Company  willfully and knowingly fails to comply with any provision
of this  Warrant,  which  results in any  material  damages to the  Holder,  the
Company  shall pay to Holder such  amounts as shall be  sufficient  to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights,  powers
or remedies hereunder.

      i) Notices. Any notice, request or other document required or permitted to
be given or  delivered  to the  Holder  by the  Company  shall be  delivered  in
accordance with the notice provisions of the Purchase Agreement.

      j)  Limitation of Liability.  No provision  hereof,  in the absence of any
affirmative  action by Holder to  exercise  this  Warrant  or  purchase  Warrant
Shares, and no enumeration  herein of the rights or privileges of Holder,  shall
give rise to any liability of Holder for the purchase  price of any Common Stock
or as a stockholder  of the Company,  whether such  liability is asserted by the
Company or by creditors of the Company.

      k) Remedies.  Holder, in addition to being entitled to exercise all rights
granted by law,  including  recovery  of  damages,  will be entitled to specific
performance  of its rights under this Warrant.  The Company agrees that monetary
damages would not be adequate  compensation for any loss incurred by reason of a
breach by it of the  provisions  of this Warrant and hereby  agrees to waive the
defense  in any action for  specific  performance  that a remedy at law would be
adequate.

      l) Successors and Assigns.  Subject to applicable  securities  laws,  this
Warrant  and the rights and  obligations  evidenced  hereby  shall  inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

      m)  Amendment.  This Warrant may be modified or amended or the  provisions
hereof waived with the written consent of the Company and the Holder.

      n) Severability.  Wherever possible,  each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.

      o) Headings.  The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.


                              ********************


                                       12
<PAGE>


      IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.


Dated:  May   , 2006

                                        THOMAS EQUIPMENT, INC.


                                        By:
                                            ------------------------------------
                                            Name: Clifford M. Rhee
                                            Title:  President



                                       13
<PAGE>

                               NOTICE OF EXERCISE


TO:      THOMAS EQUIPMENT, INC.

      (1)______The undersigned hereby elects to purchase ________ Warrant Shares
of the Company  pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders  herewith payment of the exercise price in full,  together
with all applicable transfer taxes, if any.

      (2)______Payment shall take the form of (check applicable box):

                        |_| in lawful money of the United States; or

                        |_| the cancellation of such number of Warrant Shares as
                        is necessary,  in accordance  with the formula set forth
                        in  subsection  2(c),  to  exercise  this  Warrant  with
                        respect  to  the  maximum   number  of  Warrant   Shares
                        purchasable  pursuant to the cashless exercise procedure
                        set forth in subsection 2(c).

      (3)______Please  issue a certificate  or  certificates  representing  said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

                  ________________________________________

The Warrant Shares shall be delivered to the following:

                  ________________________________________

                  ________________________________________

                  ________________________________________

      (4) Accredited  Investor.  The undersigned is an "accredited  investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ______________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: __________________________________________________________________________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


      FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________ whose address is

________________________________________________________________

________________________________________________________________


                                                 Dated:  ______________, _______


                   Holder's Signature: _________________________
                   Holder's Address:   _________________________



Signature Guaranteed:  _________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.