Exhibit 10.63


April 8, 2006

Mr. Lloyd W. Davis
Senior Credit Officer
Laurus Family of Funds
825 3rd Avenue, 14th Floor
New York, NY 10022

Subject: Waiver of Financial Statement Submission Deadline, Deferral of
         Term Loan Principal Payments and Overadvance Extension, Waivers of
         Certain Terms

Dear Lloyd,

Pursuant to our discussions, due to unforeseen delays we have not filed with the
SEC, or provided to Laurus, our September 30, 2005 Annual Report on Form 10-KSB
within 90 days of year-end or our December 31, 2005 Quarterly Report on Form
10-QSB within 45 days of our quarter-end. In addition, the March 2005 over
advance required a registration statement be filed for the underlying shares by
April 30, 2005 and the July 2005 term note required a registration statement to
be filed within 30 days. Neither of these requirements have been completed yet.

I am respectfully requesting that Laurus agree to waive any and all defaults
which may now exist as a result of GreenMan's failure to timely file and provide
the above referenced reports and financial statements, and agree to grant us an
extension of time to file and provide these reports and financial statements
until April 28, 2006. In addition, I am respectfully requesting that Laurus
agree to waive any and all defaults which may now exist as a result of
GreenMan's failure to timely file the above referenced registration statements.

We would also like to confirm that Laurus has agreed to defer all principal
payments due between November 2005 and April 2006 under (i) our Secured
Convertible Term Note dated as of June 30, 2004; (ii) our Secured Convertible
Term Note dated as of July 20, 2005 until April 30, 2006; and that Laurus has
agreed to extend the term of our overadvance facility, as described in the
Amendment and Waiver dated March 22, 2005 until April 30, 2006.

As discussed, three vendors have secured judgments in their favor against us for
an aggregate of approximately $250,000. These judgments have remained unvacated,
unbonded and unstayed for a period of more than 30 business days. We therefore
respectfully request the Laurus waive any and all defaults which may now exist
as a result of these judgments.

In addition, you have agreed to waive your right to enforce, both retroactively
and in the future, the "ratchet" conversion price adjustment features in our
various promissory notes, specifically (i) Section 3.4.C of the Secured
Convertible Term Note dated as of June 30, 2004; (ii) Section 2.5.C of the
Secured Revolving Note dated as of June 30, 2004; (iii) Section 3.5.C of the
Secured Convertible Minimum Borrowing Note dated as of June 30, 2004; and (iv)
Section 3.4(b).C of the Secured Convertible Term Note dated as of July 20, 2005.

<PAGE>

Finally, you have agreed to waive your right to enforce, both retroactively and
in the future, the provisions requiring the payment of liquidated damages in our
various registration rights agreements, specifically: (i) Section 2(b) of the
Term Note Registration Rights Agreement dated as of June 30, 2004; (ii) Section
2(b) of the Minimum Borrowing Note Registration Rights Agreement dated as of
June 30, 2004; and (iii) Section 2(b) of the Term Note Registration Rights
Agreement dated as of July 20, 2005.

Please let me know of any questions. If you are in agreement with our request,
please note your agreement below and return an executed copy to my attention via
fax at (781) 224-0114. Thank you again for your continued cooperation.


Sincerely,

/s/ Charles E. Coppa
Charles E. Coppa
Chief Financial Officer




Agreed to by:

Laurus Capital Management, LLC
On behalf of Laurus Master Fund, Ltd.

/s/ Lloyd Davis
Lloyd W. Davis
Senior Credit Officer