Exhibit 10.25


    
      

    

     

    EXHIBIT
      10.25

    


    TIDEL
      TECHNOLOGIES, INC.

    2900
      Wilcrest, Suite 205

    Houston,
      TX 77042

    


    


    November
      25, 2005

     

    


    Laurus
      Master Fund, Ltd.

    825
      Third
      Avenue, 14th
      Floor

    New
      York,
      New York 10022

    


    
      	 	
              Re:

            	
              Extension
                of Laurus Notes

            


    

    


    Ladies
      and Gentlemen:

    


    


    Reference
      is hereby made to the following agreements, as each is amended, modified or
      supplemented from time to time (i) that certain Convertible Term Note in the
      principal amount of $6,450,000, dated November 25, 2003, made by Tidel
      Technologies, Inc. (“Borrower”) in favor of Laurus Master Fund, Ltd. (“Holder”)
      (the “2003 Convertible Note”), (ii) that certain Convertible Term Note in the
      principal amount of $600,000, dated November 26, 2004, made by Borrower in
      favor
      of Holder (the “2004 Convertible Note”), (iii) that certain Convertible Term
      Note in the principal amount of $1,250,000, dated November 26, 2004, made by
      Borrower in favor of Holder (the “P.O. Note”), and (iv) the certain Purchase
      Order Financing and Security Agreement dated November 26, 2004 by and between
      Borrower and Holder (the “P.O. Agreement”, and together with the 2003
      Convertible Note, the 2004 Convertible Note, and the P.O. Note, the “Laurus
      Notes”). All capitalized terms used herein and not defined herein shall have the
      meaning ascribed to them in the Laurus Notes.

    


    WHEREAS,
      Borrower and Holder agree that Borrower is in process of finalizing a definitive
      proxy statement for a special meeting of Borrower’s stockholders to be held on
      or about December 28, 2005, to approve the sale of its ATM Business to NCR
      Corporation, and that it is in the best interests of Borrower and Holder to
      extend certain principal payments due to Holder by Borrower on the Laurus Notes
      prior to such special meeting date to prevent an event of default under the
      Laurus Notes,

    


    NOW
      THEREFORE, Borrower and Holder hereby agree, for good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      that
      the Laurus Notes shall be amended as follows:

    


    1.  As
      of the
      date hereof (the “Effective Date”), no payments of Principal Amount shall be due
      under the 2003 Convertible Note until March 1, 2006. From March 1, 2006 until
      the day prior to the Maturity Date, on the first business day of every calendar
      month, payments of Monthly Amounts (as defined in the 2003 Convertible Note)
      in
      an amount equal to $225,000 shall be due and payable to Holder, together with
      any accrued and unpaid interest to date on such portion of the Monthly
      Amount.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.  As
      of the
      Effective Date, the definition of “Maturity Date” under and as defined in the
      2004 Convertible Note shall be amended to be and read as follows:

    


    “the
      earlier of (i) February 28, 2006, or (ii) the date of the closing of the sale
      of
      the Borrower’s and its subsidiaries’ (as applicable) ATM Business to NCR
      Corporation.”

    


    3.  As
      of the
      Effective Date, Schedule A to the P.O Agreement is hereby amended by deleting
      the definition of “Stated Expiry Date” in its entirety and inserting the
      following new definition of “Stated Expiry Date” in lieu thereof: 

    


    “Stated
      Expiry Date” shall the earlier of (i) February 28, 2006 and (ii) the date of the
      closing of the sale of the Borrower’s and its subsidiaries’ (as applicable) ATM
      Business to NCR Corporation”

    


    There
      are
      no other amendments or modifications to the Laurus Notes and the Laurus Notes
      remain in full force and effect; however, in the event that the terms of this
      letter agreement conflict with the terms of such agreements or documents, the
      terms of this letter agreement shall govern. Holder hereby expressly reserves
      and preserves all of the rights and remedies of Holder under the Laurus Notes,
      any other documents related to the forgoing and/or applicable law.

    


    The
      parties hereto hereby agree to execute any further documentation required to
      evidence the foregoing.

    


    This
      letter agreement may not be amended or waived except by an instrument in writing
      signed by the Borrower and the Holder. This letter agreement may be executed
      in
      any number of counterparts, each of which shall be an original and all of which,
      when taken together, shall constitute one agreement. Delivery of an executed
      signature page of this letter by facsimile transmission shall be effective
      as
      delivery of a manually executed counterpart hereof or thereof, as the case
      may
      be. This letter agreement shall be governed by, and construed in accordance
      with, the laws of the State of New York. This letter agreement sets forth the
      entire agreement between the parties hereto as to the matters set forth herein
      and supersedes all prior communications, written or oral, with respect to the
      matters herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing meets with your approval please signify your acceptance of the terms
      hereof by signing below.

    


     

    
      	 	
              Very
                truly yours,

            	 
	 	
              TIDEL
                TECHNOLOGIES, INC.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
            	 	 
	 	
              Name:
                

            	 	 
	 	
              Title:
                

            	 	 


    

    


     

    The
      foregoing is hereby accepted and agreed to

    as
      of the
      date set forth above:

    


    LAURUS
      MASTER FUND, LTD.

    


    
      	
              By:

            	
            	
               

            	 
	
              Name:
                

            	 	 
	
              Title: