REAFFIRMATION AND RATIFICATION AGREEMENT
January 26, 2005
Laurus Master Fund, Ltd.
c/o Laurus Capital Management LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the (a) Guarantee dated as of November 9, 2004 made
by Xxxxxx Equipment 2004 Inc. ("Xxxxxx Canada") in favor of Laurus Master Fund,
Ltd. ("Laurus"), (b) General Security Agreement dated as of November 9, 2004
made by Xxxxxx Canada in favor of Laurus, (c) Security Agreement dated as of
November 9, 2004 made by Xxxxxx Canada in favor of Laurus, (d) Stock Pledge
Agreement dated as of November 9, 2004 between Xxxxxx Equipment, Inc. ("Xxxxxx
Equipment") and Laurus and (e) Stock Pledge Agreement dated as of November 9,
2004 between Xxxxxx 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 Xxxxxx
Equipment and Xxxxxx Ventures, Inc. ("Xxxxxx Ventures") and amend the Security
and Purchase Agreement dated as of November 9, 2004 among Xxxxxx Equipment,
Xxxxxx Ventures and Laurus (the "Amended Security Agreement"), each of the
undersigned hereby:
(a) represents and warrants to Laurus that it has reviewed and
approved the terms and provisions of the Amended Security Agreement 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 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 Security
Agreement;
(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 Xxxxxx Equipment
and Xxxxxx Ventures under the Amended Security Agreement;
(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 Security Agreement, as applicable.
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This agreement shall be governed by and construed in accordance with
the laws of the State of New York.
Very truly yours,
XXXXXX EQUIPMENT 2004 INC.
By: /s/XXXXX XXXXX
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chairman
XXXXXX EQUIPMENT, INC.
By: /s/ XXXXX XXXXX
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chairman
XXXXXX VENTURES, INC.
By: /s/ XXXXX XXXXX
-------------------------------------
Name: Xxxxx Xxxxx
Title: Chairman
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