REAFFIRMATION AND RATIFICATION AGREEMENT
February 28, 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 each of the
Security and Purchase Agreement dated as of November 9, 2004 among Xxxxxx
Equipment, Xxxxxx Ventures and Laurus and the Registration Rights Agreement
between Xxxxxx 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 Xxxxxx Equipment and Xxxxxx
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,
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
2
