Letter of Engagement Thinkpath, Inc. July 7, 2005Thinkpath Inc • April 17th, 2006 • Services-computer programming, data processing, etc.
January 26, 2006 Thinkpath Inc. and each of its subsidiaries 201 Westcreek Boulevard Brampton, Ontario, Canada L6T 5S6 Attention: Chief Financial Officer Re: Overadvance Side Letter Dear Ms. Hankinson: Reference is hereby made to that certain Security...Thinkpath Inc • April 17th, 2006 • Services-computer programming, data processing, etc.
Reference is hereby made to that certain Security Agreement dated as of June 27, 2005 by and among Thinkpath, Inc., an Ontario corporation ("THINKPATH") and such other subsidiaries of Thinkpath named in that certain Security Agreement or which hereafter become a party thereto (collectively, the "COMPANY") and Laurus Master Fund, Ltd., a Cayman Islands company ("LAURUS") (as amended, modified and/or supplemented from time to time, the "SECURITY AGREEMENT"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement. Reference is made to the letter agreement, dated as of June 27, 2005 between the Thinkpath, Thinkpath, Inc., an Ohio corporation ("THINKPATH (OH)"), Thinkpath of Michigan Inc., a Michigan corporation ("THINKPATH (MI)"), Thinkpath Technical Services Inc., a Ohio corporation ("TECHNICAL SERVICES" and, together with Thinkpath, Thinkpath (OH) and Thinkpath (MI), the "COMPANIES" and, each a "COMPANY") and Laurus (the "FIRST OVERA
