Unassociated Document


    Laurus
      Master Fund, Ltd.

    c/o
      Laurus Capital Management, L.L.C.

    335
      Madison Avenue, 10th Floor

    New
      York,
      New York 10017

    
 

    July
      10,
      2007

    


    


    Howie
      S.
      Balter

    Ilan
      Slasky

    360
      Madison Avenue

    21st
      Floor

    New
      York,
      NY 10017

    


    Dear
      Gentlemen: 

     

    We
      refer
      to the transactions contemplated by (i) the Limited Recourse Guaranty
      Agreements, dated of even date herewith, by and between Laurus Master Fund
      Ltd.
      (“Laurus”)
      and
      each of Howie S. Balter and Ilan Slasky (each, a “Pledgor”;
      such
      agreements, the “Guaranties”),
      (ii)
      the Pledge and Security Agreements, dated of even date herewith, by and between
      Laurus and each of the Pledgors (such agreements, the “Pledges”
and
      collectively with the Guaranties, the “Pledge
      Documents”)
      and
      (iii) the Security and Purchase Agreement dated as of July 31, 2006, by and
      between Laurus and 180 Connect Inc., a Nevada corporation (“180
      Connect US”),
      and
      each party listed on the signature pages thereto other than 180 Connect US,
      each
      guarantor party and the undersigned (together with 180 Connect US, each a
“Company”
and
      collectively, “Companies”)
      (as
      amended, restated, modified and/or supplemented from time to time, the
“Security
      Agreement”).
      This
      letter agreement sets forth certain understandings and agreements we have
      reached in connection with the transactions set forth in the Pledge Documents
      and Security Agreement. Terms used but not defined herein shall have the
      meanings given such terms in the Security Agreement.

    


    We
      have
      agreed as follows: 

    


    1.  To
      the
      extent such is not otherwise permitted under the Security Agreement, Laurus
      hereby consents to the Companies entering into one or more Capital Raising
      Transactions (as hereinafter defined) from the date hereof through the date
      on
      which the obligations of the Pledgors under the Pledge Documents are released
      or
      terminated; provided that, notwithstanding anything to the contrary in the
      Security Agreement or any Ancillary Agreements (as amended), the proceeds of
      such Capital Raising Transactions shall either be (a) remitted to Laurus to
      be
      applied to the Obligations of Company under the Security Agreement (the first
      $7,000,000 in proceeds to be applied in accordance with Section 2(a) below),
      or
      (b) remitted to Pledgors but only to the extent permitted pursuant to Section
      4
      below. As used herein, the term “Capital
      Raising Transaction”
shall
      mean any issuance of subordinated and/or unsecured debt or equity securities
      (including, without limitation, any shares of capital stock, securities
      convertible in to or exchangeable for shares of capital stock, or warrants,
      options or other rights for the purchase or acquisition of such shares, and
      other ownership or profit interests (including, without limitation, partnership,
      member or trust interest therein), whether voting or nonvoting) of 180 Connect
      Inc. (CN) or any of its Subsidiaries including, without limitation, the
      Companies.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.  Except
      upon an occurrence and during the continuance of an Event of Default under
      Section 19(i) of the Security Agreement and provided Laurus has not exercised
      its rights and remedies in respect of the Collateral (as such term is defined
      in
      the Pledges):

    


    
      	 	
              (a)

            	
              The
                Companies agree that the first $7,000,000 received by the Companies
                from
                the aggregate proceeds of all Capital Raising Transactions shall
                be
                promptly remitted to Laurus to be applied to the then outstanding
                principal balance under the Secured Non-Convertible Revolving Note
                (as
                amended) and that the Capital Availability Amount under the Secured
                Non-Convertible Revolving Note shall thereupon be permanently reduced,
                dollar-for-dollar, by the amount of any such payments applied thereto.
                

            


    

    


    
      	 	
              (b)

            	
              Laurus
                agrees that its Lien on the Collateral shall be automatically released,
                without further action by any Person, dollar-for-dollar, in the aggregate
                amount of any payments made by the Companies to Laurus pursuant to
                the
                terms set forth in clause (a) above until all Collateral shall have
                been
                fully released. The releases of Laurus’ Lien on the Collateral under this
                clause (b) shall apply ratably to each of the Pledges executed by
                the
                Pledgors. 

            


    

    


    3.  The
      Companies agree, jointly and severally, that they shall be obligated to
      reimburse the Pledgors in cash up to the value of the Collateral upon which
      Laurus shall have exercised its rights and remedies pursuant to the terms of
      the
      Pledge Documents (the “Reimbursement
      Obligations”).
      Such
      Reimbursement Obligation shall be immediately due and payable upon the
      occurrence of such exercise by Laurus, but shall be subject to the terms of
      this
      letter agreement.

    


    4.      
      The
      parties hereto agrees that:

    


    
      	 	
              (a)
                

            	
              Except
                as specifically set forth herein to the contrary, all obligations
                of the
                Companies in respect of the Reimbursement Obligations shall be junior
                and
                subordinate in right of payment to all the Obligations. No direct
                or
                indirect payment by set-off, redemption, purchase or in any other
                manner
                on account of or pursuant to the Reimbursement Obligations shall
                be made
                by any Company, nor shall any distribution of assets of any Company
                be
                applied to the payment, purchase or other acquisition, retirement
                or
                satisfaction of any Reimbursement Obligations until the Obligations
                have
                been indefeasibly paid in full; provided however that, so long as
                no Event
                of Default under Section 19(i) of the Security Agreement has occurred
                and
                is continuing, the Companies shall make to Pledgors, and the Pledgors
                shall be entitled to receive and retain, payments in respect of the
                Reimbursement Obligations then due and payable from the proceeds
                of
                Capital Raising Transactions before any proceeds from such Capital
                Raising
                Transactions are remitted to Laurus in respect of the
                Obligations.

            


    

    
       

      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)
                  

              	
                
                  Each
                    Pledgor further agrees that in the event of any dissolution,
                    winding up,
                    liquidation, reorganization or other similar proceedings relative
                    to any
                    Company, its property or its operations (whether in bankruptcy,
                    insolvency
                    or receivership proceedings, or upon an assignment for the benefit
                    of
                    creditors, or any other marshalling of the assets of any Company
                    or
                    otherwise), then all Obligations shall first be paid in full
                    before any
                    Pledgor shall be entitled to receive or retain any payment or
                    distribution
                    of assets of any Company with respect to the Reimbursement Obligations
                    then due and payable. In any such proceedings, any payment or
                    distribution
                    of assets to which any Pledgor would be entitled if the Reimbursement
                    Obligations were not subordinated to the Obligations shall be
                    turned over
                    by any Pledgor if received by it, directly to Laurus, to the
                    extent
                    necessary to make payment in full of all the Obligations remaining
                    unpaid.

                

              


      

    

    


    
      	 	
              (c)

            	
              In
                the event that any Pledgor shall receive any payment or distribution
                of
                assets that, pursuant to the terms of this letter agreement, it is
                not
                entitled to retain, such Pledgor shall hold any amount so received
                in
                trust for Laurus and shall forthwith turn over such payment or
                distribution to Laurus in the form received to be applied to the
                Obligations. 

            


    

    


    
      	 	
              (d)

            	
              In
                the event that Laurus shall receive any payment that, pursuant to
                the
                terms of this letter agreement, it is not entitled to retain, Laurus
                shall
                hold any amount so received in trust for Pledgors and shall forthwith
                turn
                over such payment as directed by Pledgors in writing in the form
                received
                to be applied to the Reimbursement
                Obligations

            


    

    


    5.  Nothing
      contained herein shall be construed as modifying Laurus’ first-priority security
      interest in the assets of the Companies. 

    


    6.  If
      any
      provision of this letter agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this letter agreement in that jurisdiction
      or the validity or enforceability of any provision of this letter agreement
      in
      any other jurisdiction.

    


    7.  All
      questions concerning the construction, validity, enforcement and interpretation
      of this letter agreement shall be governed by the laws of the State of New
      York,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of New York or any other jurisdictions) that would cause
      the application of the laws of any jurisdictions other than the State of New
      York.

    


    
      
        
        

      

      
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          3
          -

        
          

        

      

      
        
        

      

       

    

    8.  This
      letter agreement may be executed in identical counterparts, all of which shall
      be considered one and the same agreement, and shall become effective when
      counterparts have been signed by each party and delivered to each other party;
      provided, that a facsimile signature shall be considered due execution and
      shall
      be binding upon the signatory thereto with the same force and effect as if
      the
      signature were an original, not a facsimile signature.

    


    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    



    If
      the
      foregoing accurately reflects our understanding, please so indicate by your
      signature below.

     

    
      	 	 	 
	 	Sincerely
              Yours,
	 	 
	 	
              LAURUS
                MASTER FUND LTD.

            
	 
 	 
 	 
 
	 	By:  	/s/ David
              Grin
	 	
              
Name:
	 	Title:


    

     

     

    ACCEPTED
      AND AGREED TO: 

    


    HOWIE
      S.
      BALTER

    


    
      	 	 	 	 
	/s/ Howie
              Balter	 	 	 
	
              

            	 	 	
            
	 	 	 	 


    

    ILAN
      SLASKY

    
      


      
        	 	 	 	 
	/s/ Ilan
                Slasky	 	 	 
	
                

              	 	 	
              
	 	 	 	 


      

    

    180
      CONNECT, INC.

     

    
      
        
          	 	 	 	 	 
	By: 	/s/ Steve
                  Westberg	 	 	 
	 	
                  
Name:	 	 	
                
	 	Title: