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]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      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


              

            

             

          

        

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
         

        
          
            
              	
                      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