LAURUS
      MASTER FUND, LTD.

    c/o
      Laurus Capital Management, LLC

    825
      Third Avenue

    New
      York, New York 10022

    


    


    November
      16, 2005

    


    Thomas
      Equipment, Inc.

    Thomas
      Ventures, Inc.

    1818
      North Farwell Avenue

    Milwaukee,
      Wisconsin 53202

    Attention: David
      Marks

    


    Re:
      Amendment
      to Security and Purchase Agreement

    


    Ladies
      and Gentlemen:

     

    Reference
      is made to the Security and Purchase Agreement dated as of November 9, 2004
      (as
      amended, restated, modified and supplemented from time to time, the “Agreement”)
      among Thomas Equipment, Inc. (f/k/a Maxim Mortgage Corporation) (“Thomas
      Equipment”) and Thomas Ventures, Inc. (“Thomas Ventures”) (Thomas Equipment and
      Thomas Ventures, each a “Company” and collectively, “Companies”) and Laurus
      Master Fund.,
      Ltd.
      (“Laurus”). Capitalized terms used herein that are not defined shall have the
      meanings given to them in the Agreement.

     

    Companies
      have requested that Laurus amend the Agreement and Laurus is willing to do
      so on
      the terms and conditions set forth below.

     

    In
      consideration of the foregoing and other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged, the parties hereto
      hereby agree as follows:

     

    Subject
      to satisfaction of the conditions precedent set forth below, the following
      definitions in Annex
      A
      to the
      Agreement are hereby amended in their entirety to provide as
      follows:

     

    “Capital
      Availability Amount”
      means
      $22,000,000.

     

    “Revolving
      Note”
      means
      that certain Amended and Restated Secured Revolving Note made by Company and
      each Eligible Subsidiary in favor of Laurus in the aggregate principal amount
      of
      Twenty Two Million Dollars ($22,000,000).

     

    “Total
      Investment Amount”
      means
      $29,900,000.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      letter agreement shall become effective upon satisfaction of the following
      conditions precedent: Laurus shall have received (i) a management fee for the
      benefit of Laurus Capital Management, LLC in the amount of $78,000 which fee
      shall be charged to Companies’ account with Laurus, be fully earned as of the
      date hereof and shall not be subject to reduction, rebate or proration
      whatsoever, (ii) a copy of this Amendment executed by Companies and consented
      and agreed to by each guarantor listed below, (iii) fully executed originals
      of
      all documents instruments and agreements set forth on the transaction checklist
      attached hereto as Exhibit
      A
      and (iv)
      all such other certificates, instruments, documents, agreements and opinions
      of
      counsel as may be required by Laurus or its counsel, each of which shall be
      in
      form and substance satisfactory to Laurus and its counsel.

     

    Except
      as
      specifically amended herein, the Agreement and the Ancillary Agreements shall
      remain in full force and effect, and are hereby ratified and confirmed. The
      execution, delivery and effectiveness of this letter agreement shall not operate
      as a waiver of any right, power or remedy of Laurus, nor constitute a waiver
      of
      any provision of the Agreement or any of the Ancillary Agreements. This letter
      agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns and shall be governed by and
      construed in accordance with the laws of the State of New York.

     

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    This
      letter agreement may be executed by the parties hereto in one or more
      counterparts, each of which shall be deemed an original and all of which when
      taken together shall constitute one and the same agreement. Any signature
      delivered by a party by facsimile transmission shall be deemed to be an original
      signature hereto.

    
      	 	 	 
	 	Very truly yours, 
	 	 
	 	LAURUS
              MASTER FUND, LTD.
	 
 	 
 	 
 
	 	By:  	/s/
              DAVID GRIN
	 	
              
Name:
              David Grin
	 	Title:
              Fund Manager


    

    
       

       

      
        
          	CONSENTED
                  AND AGREED TO: 	 	 	 
	 	 	 	 
	THOMAS EQUIPMENT, INC. 	 	 	 
	(f/k/a Maxim Mortgage
                  Corporation) 	 	 	 


        

         

        
          
            	 	 	 	 	 
	By:  	
                    /s/
                      DAVID MARKS

                  	 	 	 
	 	
                    
Name: David
                    Marks	 	 	 
	 	Title: Chairman


          

        

         

        
          

            
              	THOMAS VENTURES,
                      INC.  	 	 	 
	 	 	 	 	 
	By:  	
                      
                        
                          /s/
                            DAVID MARKS

                        

                      

                    	 	 	 
	 	
                      
Name: David
                      Marks	 	 	 
	 	Title: Chairman	 	 	 


            

          

        

        
           

          

            
              	THOMAS EQUIPMENT
                      2004 
                      INC. 	 	 	 
	 	 	 	 	 
	By:  	
                      
                        
                          /s/
                            DAVID MARKS

                        

                      

                    	 	 	 
	 	
                      
Name: David
                      Marks	 	 	 
	 	Title: Chairman


            

          

           

        

      

    

    [Additional
      Signature Page to
      Follow]

    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    

      

        
          	PNEUTECH INC. 	 	 	 
	 	 	 	 	 
	By:  	
                  /s/
                    LUIGI LOBASSO

                	 	 	 
	 	
                  
Name: Luigi
                  Lobasso	 	 	 
	 	Title: CFO


        

      

       

      

        
          	ROUSSEAU CONTROLS INC.	 	 	 
	 	 	 	 	 
	By:  	
                  
                    
                      /s/
                        LUIGI LOBASSO

                    

                  

                	 	 	 
	 	
                  
Name: Luigi
                  Lobasso	 	 	 
	 	Title: CFO


        

      

    

    
      

        
          	HYDRAMEN FLUID POWER
                  LIMITED	 	 	 
	 	 	 	 	 
	By:  	
                  
                    
                      /s/
                        LUIGI LOBASSO

                    

                  

                	 	 	 
	 	
                  
Name: Luigi
                  Lobasso	 	 	 
	 	Title: CFO


        

      

      
 

    

    [Signature
      Page to Amendment to Security Agreement]