THIS
        NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
        BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
        LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE
        MAY
        NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
        AN
        EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY
        APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
        SATISFACTORY TO THOMAS EQUIPMENT, INC. (F/K/A
        MAXIM MORTGAGE CORPORATION) THAT SUCH REGISTRATION IS NOT
        REQUIRED.

       

      AMENDED
        AND RESTATED

      SECURED
        REVOLVING NOTE

       

      FOR
        VALUE
        RECEIVED, each of THOMAS
        EQUIPMENT, INC.
        (f/k/a
        Maxim Mortgage Corporation), 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, on order, the sum of Twenty Two Million Dollars
        ($22,000,000) or, if different, the aggregate principal amount of all
“Revolving
        Loans”
        (as
        such term is defined in the Security Agreement referred to below), together
        with
        any accrued and unpaid interest hereon, on November 9, 2007 (the “Maturity
        Date”)

       

      Capitalized
        terms used herein without definition shall have the meanings ascribed to
        such
        terms in the Security and Purchase Agreement among the Borrowers and the
        Holder
        dated as of November 9, 2004 (as amended, modified and supplemented from
        time to
        time, the “Security
        Agreement”).

       

      The
        following terms shall apply to this Note:

       

      ARTICLE
        I  

      CONTRACT
        RATE & PREPAYMENTS

       

      1.1.  Interest
        Rate.
        Subject
        to Sections 3.11, 4.1 and 5.7 hereof, interest payable on this Note shall
        accrue
        at a rate per annum equal to the “prime rate” published in The
        Wall Street Journal
        from
        time to time (the “Prime
        Rate”),
        plus
        three percent (3%) (the “Contract
        Rate”).
        The
        Prime 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
        such
        rate in accordance with the terms of the Security Agreement. Subject to Section
        1.2, the Contract Rate shall not be less than seven and one-half percent
        (7.50%). 

       

      1.2.  Contract
        Rate Adjustments and Payments.
        The
        Contract Rate shall be calculated on the last business day of each month
        hereafter until the Maturity Date (each a “Determination
        Date”)
        and
        shall be subject to adjustment as set forth herein. If (i) Thomas Equipment
        shall have registered the shares of Thomas Equipment’s common stock delivered to
        the Holder on the Closing Date and the shares of Thomas Equipment’s Common
        underlying each of the conversion of the Minimum Borrowing Notes, the Secured
        Convertible Term Note, the Options and that certain warrant issued to Holder
        on
        a registration statement declared effective by the Securities and Exchange
        Commission (the “SEC”),
        and
        (ii) the market price (the “Market
        Price”)
        of the
        Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined
        below) for the five (5) trading days immediately preceding a Determination
        Date
        exceeds the then applicable Fixed Conversion Price by at least twenty five
        percent (25%), the Contract Rate for the succeeding calendar month shall
        automatically be reduced by 200 basis points (200 b.p.) (2.0%) for each
        incremental twenty five percent (25%) increase in the Market Price of the
        Common
        Stock above the then applicable Fixed Conversion Price. Notwithstanding the
        foregoing (and anything to the contrary contained in herein), in no event
        shall
        the Contract Rate be less than zero percent (0%). Interest shall be (i)
        calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears,
        commencing on December 1, 2004 and on the first business day of each consecutive
        calendar month thereafter until the Maturity Date (and on the Maturity Date),
        whether by acceleration or otherwise (each, a “Contract
        Rate Payment Date”).
        

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.3.  Allocation
        of Principal to Minimum Borrowing Note.
        In the
        event that the amount due and payable hereunder should equal or exceed
        $8,000,000, to the extent that the outstanding balance on the Minimum Borrowing
        Note shall be less than $8,000,000 (the difference of $8,000,000 less the
        actual
        balance of the Minimum Borrowing Note, the “Available
        Minimum Borrowing”),
        such
        portion of the balance hereof as shall equal the Available Minimum Borrowing
        shall be deemed to be simultaneously extinguished on this Note and transferred
        to, and evidenced by, a Minimum Borrowing Note.

       

      ARTICLE
        II  

      HOLDER’S
        CONVERSION RIGHTS

       

      2.1.  Optional
        Conversion.
        Subject
        to the terms of this Article II, the Holder shall have the right, but not
        the
        obligation, at any time until the Maturity Date, or during an Event of Default
        (as defined in Article IV), and to convert all or any portion of the outstanding
        Principal Amount and/or accrued interest and fees due and payable into fully
        paid and nonassessable restricted shares of the Common Stock at the Fixed
        Conversion Price (defined below). For purposes hereof, subject to Section
        2.5
        hereof, the “Fixed
        Conversion Price”
        means an
        amount equal to $1.50.

       

      2.2.  Conversion
        Limitation.
        Notwithstanding anything contained herein to the contrary, the Holder shall
        not
        be entitled to convert pursuant to the terms of this Note an amount that
        would
        be convertible into that number of Conversion Shares which would exceed the
        difference between the number of shares of Common Stock beneficially owned
        by
        such Holder or issuable upon exercise of the warrant and the option held
        by such
        Holder and 9.99% of the outstanding shares of Common Stock of Thomas Equipment.
        For the purposes of the immediately preceding sentence, beneficial ownership
        shall be determined in accordance with Section 13(d) of the Exchange Act
        and
        Regulation 13d-3 thereunder. The Conversion Shares limitation described in
        this
        Section 2.2 shall automatically become null and void without any notice to
        any
        Borrower upon the occurrence and during the continuance beyond any applicable
        grace period of an Event of Default, or upon 65 days prior notice to Thomas
        Equipment.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      2.3.  Mechanics
        of Holder’s Conversion.
        In the
        event that the Holder elects to convert this Note into Common Stock, the
        Holder
        shall give notice of such election by delivering an executed and completed
        notice of conversion (“Notice
        of Conversion”)
        to
        Thomas Equipment and such Notice of Conversion shall provide a breakdown
        in
        reasonable detail of the Principal Amount, accrued interest and fees that
        are
        being converted. On each Conversion Date (as hereinafter defined) and in
        accordance with its Notice of Conversion, the Holder shall make the appropriate
        reduction to the Principal Amount, accrued interest and fees as entered in
        its
        records and shall provide written notice thereof to Thomas Equipment on the
        Conversion Date. Each date on which a Notice of Conversion is delivered or
        telecopied to Thomas Equipment in accordance with the provisions hereof shall
        be
        deemed a Conversion Date (the “Conversion
        Date”).
        A
        form of Notice of Conversion to be employed by the Holder is annexed hereto
        as
        Exhibit A. Pursuant to the terms of the Notice of Conversion, Thomas Equipment
        will issue instructions to the transfer agent accompanied by an opinion of
        counsel within two (2) business days of the date of the delivery to Thomas
        Equipment of the Notice of Conversion and shall cause the transfer agent
        to
        transmit the certificates representing the Conversion Shares to the Holder
        by
        crediting the account of the Holder’s designated broker with the Depository
        Trust Corporation (“DTC”)
        through its Deposit Withdrawal Agent Commission (“DWAC”)
        system
        within three (3) business days after receipt by Thomas Equipment of the Notice
        of Conversion (the “Delivery
        Date”).
        In
        the case of the exercise of the conversion rights set forth herein the
        conversion privilege shall be deemed to have been exercised and the Conversion
        Shares issuable upon such conversion shall be deemed to have been issued
        upon
        the date of receipt by Thomas Equipment of the Notice of Conversion. The
        Holder
        shall be treated for all purposes as the record holder of such Common Stock,
        unless the Holder provides Thomas Equipment written instructions to the
        contrary. 

       

      2.4.  Late
        Payments.
        Each
        Borrower understands that a delay in the delivery of the shares of Common
        Stock
        in the form required pursuant to this Article beyond the Delivery Date could
        result in economic loss to the Holder. As compensation to the Holder for
        such
        loss, each Borrower agrees to jointly and severally pay late payments to
        the
        Holder for late issuance of such shares in the form required pursuant to
        this
        Article III upon conversion of the Note, in the amount equal to $500 per
        business day after the Delivery Date. Each Borrower shall pay any payments
        incurred under this Section in immediately available funds upon demand.


       

      2.5.  Adjustment
        Provisions.
        The
        Fixed Conversion Price and number and kind of shares or other securities
        to be
        issued upon conversion determined pursuant to Section 2.1 shall be subject
        to
        adjustment from time to time upon the happening of certain events while this
        conversion right remains outstanding, as follows:

       

      A.  Reclassification.
        If
        Thomas Equipment at any time shall, by reclassification or otherwise, change
        the
        Common Stock into the same or a different number of securities of any class
        or
        classes, this Note, as to the unpaid Principal Amount and accrued interest
        thereon, shall thereafter be deemed to evidence the right to purchase an
        adjusted number of such securities and kind of securities as would have been
        issuable as the result of such change with respect to the Common Stock (i)
        immediately prior to or (ii) immediately after, such reclassification or
        other
        change at the sole election of the Holder.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      B.  Stock
        Splits, Combinations and Dividends.
        If the
        shares of Common Stock are subdivided or combined into a greater or smaller
        number of shares of Common Stock, or if a dividend is paid on the Common
        Stock
        or any preferred stock issued by Thomas Equipment in shares of Common Stock,
        the
        Fixed Conversion Price shall be proportionately reduced in case of subdivision
        of shares or stock dividend or proportionately increased in the case of
        combination of shares, in each such case by the ratio which the total number
        of
        shares of Common Stock outstanding immediately after such event bears to
        the
        total number of shares of Common Stock outstanding immediately prior to such
        event.

       

      C.  Share
        Issuances.
        Subject
        to the provisions of this Section 2.5, if Thomas Equipment shall at any time
        prior to the conversion or repayment in full of the Principal Amount issue
        any
        shares of Common Stock or securities convertible into Common Stock to a person
        other than the Holder (except (i) pursuant to Subsections A or B above; (ii)
        pursuant to options, warrants, or other obligations to issue shares outstanding
        on the date hereof as disclosed to Holder in writing; (iii) pursuant to options
        that may be issued under any employee incentive stock option and/or any
        qualified stock option plan adopted by Thomas Equipment or (iv) pursuant
        to an
        acquisition by Borrower permitted under the terms of the Security Agreement)
        for
        a consideration per share (the “Offer
        Price”)
        less
        than the Fixed Conversion Price in effect at the time of such issuance, then
        the
        Fixed Conversion Price shall be immediately reset to such lower Offer Price.
        For
        purposes hereof, the issuance of any security of Thomas Equipment convertible
        into or exercisable or exchangeable for Common Stock shall result in an
        adjustment to the Fixed Conversion Price upon the issuance of such
        securities.

       

      D.  Computation
        of Consideration.
        For
        purposes of any computation respecting consideration received pursuant to
        Subsection C above, the following shall apply:

       

      (a)  in
        the
        case of the issuance of shares of Common Stock for cash, the consideration
        shall
        be the amount of such cash, provided that in no case shall any deduction
        be made
        for any commissions, discounts or other expenses incurred by Thomas Equipment
        for any underwriting of the issue or otherwise in connection
        therewith;

       

      (b)  in
        the
        case of the issuance of shares of Common Stock for a consideration in whole
        or
        in part other than cash, the consideration other than cash shall be deemed
        to be
        the fair market value thereof as determined in good faith by the Board of
        Directors of Thomas Equipment (irrespective of the accounting treatment
        thereof); and 

       

      (c)  Upon
        any
        such exercise, the aggregate consideration received for such securities shall
        be
        deemed to be the consideration received by Thomas Equipment for the issuance
        of
        such securities plus the additional minimum consideration, if any, to be
        received by Thomas Equipment upon the conversion or exchange thereof (the
        consideration in each case to be determined in the same manner as provided
        in
        clauses (a) and (b) of this Subsection (D)).

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      2.6.  Reservation
        of Shares.
        During
        the period the conversion right exists, Thomas Equipment will reserve from
        its
        authorized and unissued Common Stock a sufficient number of shares to provide
        for the issuance of Common Stock upon the full conversion of this Note. Thomas
        Equipment represents that upon issuance, such shares will be duly and validly
        issued, fully paid and non-assessable. Thomas Equipment agrees that its issuance
        of this Note shall constitute full authority to its officers, agents, and
        transfer agents who are charged with the duty of executing and issuing stock
        certificates to execute and issue the necessary certificates for shares of
        Common Stock upon the conversion of this Note.

       

      ARTICLE
        III  

      EVENTS
        OF DEFAULT

       

      The
        occurrence
        of any of the events set forth in Sections 3.1 through 3.10, inclusive, shall
        be
        an Event of Default (“Event
        of Default”):

       

      3.1.  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 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 thereof,
        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. 

       

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

       

      3.3.  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.

       

      3.4.  Stop
        Trade.
        An SEC
        stop trade order or Principal Market trading suspension of the Common Stock
        shall be in effect for 5 consecutive days or 5 days during a period of 10
        consecutive days, excluding in all cases a suspension of all trading on a
        Principal Market, provided that Thomas Equipment shall not have been able
        to
        cure such trading suspension within 30 days of the notice thereof or list
        the
        Common Stock on another Principal Market within 60 days of such notice. The
        “Principal Market” for the Common Stock shall include the NASD OTC Bulletin
        Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock
        Exchange, or New York Stock Exchange (whichever of the foregoing is at the
        time
        the principal trading exchange or market for the Common Stock), or any
        securities exchange or other securities market on which the Common Stock
        is then
        being listed or traded.

       

      3.5.  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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      3.6.  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.

       

      3.7.  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.

       

      3.8.  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.

       

      3.9.  Failure
        to Deliver Common Stock or Replacement Note.
        Thomas
        Equipment’s failure to timely deliver Common Stock to the Holder pursuant to and
        in the form required by this Note and the Security Agreement, if such failure
        to
        timely deliver Common Stock shall not be cured within two (2) days. If any
        Borrower is required to issue a replacement Note to Holder and such Borrower
        shall fail to deliver such replacement Note within seven (7) Business Days.
        The
        occurrence of a change in the controlling ownership of the Company.

       

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

       

      DEFAULT
        RELATED PROVISIONS

       

      3.11.  Default
        Interest Rate.
        Following the occurrence and during the continuance of an Event of Default,
        interest on this Note 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.

       

      3.12.  Conversion
        Privileges.
        The
        conversion privileges set forth in Article III shall remain in full force
        and
        effect immediately from the date hereof and until this Note is paid in
        full.

       

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

       

      ARTICLE
        IV  

      DEFAULT
        PAYMENTS

       

      4.1.  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.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      4.2.  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 5.1 (“Default
        Payment Date”).
        

       

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

       

      ARTICLE
        V  

      MISCELLANEOUS

       

      5.1.  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.

       

      5.2.  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.

       

      5.3.  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.

       

      5.4.  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.

       

      5.5.  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.

       

      5.6.  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 the 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.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      5.7.  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 the Borrowers to the
        Holder and thus refunded to the Borrowers.

       

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

       

      5.9.  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.

       

      5.10.  Amendment
        and Restatement.
        This
        Note amends and restates in its entirety (and is given in substitution for
        but
        not in satisfaction of) (a) that certain $16,000,000 Secured Revolving Note
        dated as of November 9, 2004 executed by the Borrowers in favor of the Holder
        and (b) that certain $20,000,000 Amended and Restated Secured Revolving Note
        dated as of January 25, 2005 executed by the Borrowers in favor of the Holder
        (collectively, the “Prior
        Notes”).
        This
        Note does not effect a refinancing of all or any portion of the Obligations
        heretofore evidenced by the Prior Notes, it being the intention of the Borrowers
        and the Holder to avoid effectuating a novation of such
        Obligations.

       

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

       

      



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF,
        the
        Borrower has caused this Amended and Restated Secured Revolving Note to be
        signed in its name effective as of November 9, 2004.

       

      
        
          	 	 	 
	 	
                  THOMAS
                    EQUIPMENT, INC.

                  (f/k/a Maxim Mortgage Corporation)

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


        

         

      

      
        
          	WITNESS:  	 	 	 
	 	 	 	 


        

      

       

      
         

        
          
            	 	 	 
	 	
                    THOMAS
                      EQUIPMENT, INC.

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


          

          

            
              
                	WITNESS:  	 	 	 
	 	 	 	 


              

            

          

        

      

       

      
 

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

          
          

        

      



       

      NOTICE
        OF CONVERSION

       

      (To
        be
        executed by the Holder in order to convert the Note)

       

      The
        undersigned hereby elects to convert $_________ of the principal and $_________
        of the interest due on the Amended and Restated Secured Revolving Note issued
        by
        Thomas Equipment, Inc. (f/k/a Maxim Mortgage Corporation) (“Thomas Equipment”)
        and Thomas Ventures, Inc. on November ___, 2005 into Shares of Common Stock
        of
        Thomas Equipment according to the conditions set forth in such Note, as of
        the
        date written below.

      
        	
                 

                Date
                  of Conversion:

              	 	 
	
                 

                Conversion
                  Price:

              	 	 
	
                 

                Shares
                  To Be Delivered:

              	 	 
	
                 

                Signature:

              	 	 
	
                 

                Print
                  Name:

              	 	 
	
                 

                Address:

              	 	 
	 	 	 
	
                Holder
                  DWAC

                instructions

              	 	 
	 	 	 


      

       

      


      
        
           

        

        
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