Reaffirmation and Ratification Agreement among Thomas Equipment Entities and Laurus Master Fund, Ltd. (February 28, 2005)

Summary

Thomas Equipment 2004 Inc., Thomas Equipment, Inc., and Thomas Ventures, Inc. entered into this agreement with Laurus Master Fund, Ltd. to confirm and reaffirm their obligations under previous guarantee, security, and pledge agreements. The parties acknowledge that these obligations remain in effect after recent amendments to related financial and registration agreements. The agreement confirms that no defenses or counterclaims exist and that Laurus retains its security interests in the companies' assets. This agreement is governed by New York law.

EX-4.4 5 v013831_ex4-4.txt 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. 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 2