REAFFIRMATION AND RATIFICATION AGREEMENT

                                                              February 28, 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 each of the
Security and Purchase Agreement dated as of November 9, 2004 among Thomas
Equipment, Thomas Ventures and Laurus and the Registration Rights Agreement
between Thomas Equipment and Laurus (collectively, the "Amended Documents"),
each of the undersigned hereby:

      (a) represents and warrants to Laurus that it has reviewed and approved
the terms and provisions of the Amended Documents 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, as amended by the
Amended Documents, 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
Documents;

      (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 Documents;

      (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 Documents, as applicable.

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      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

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