0001144204-04-018756 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York

This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes, the Options and the Warrants referred to therein.

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Contract
Common Stock Purchase Warrant • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THOMAS EQUIPMENT, INC. (F/K/A MAXIM MORTGAGE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED.

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Contract
Secured Revolving Note • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THOMAS EQUIPMENT, INC. (F/K/A MAXIM MORTGAGE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED.

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LEASE BETWEEN THOMAS EQUIPMENT LTD. - AND - THOMAS EQUIPMENT 2004 INC. THOMAS EQUIPMENT, INC. 794 North Main Street, Presque Isle, Maine
Lease Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • Maine
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AGREEMENT OF PURCHASE AND SALE OF ASSETS
Purchase and Sale Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New Brunswick

In consideration of the mutual covenants and agreements set out, the parties respectively covenant and agree as follows.

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STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York

This Stock Pledge Agreement (this “Agreement”), dated as of November 9, 2004, by and between Laurus Master Fund, Ltd. (“Laurus”) and Thomas Equipment, Inc. (f/k/a Maxim Mortgage Corporation), a Delaware corporation (“Pledgor”).

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Contract
Secured Convertible Minimum Borrowing Note • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THOMAS EQUIPMENT, INC. (F/K/A MAXIM MORTGAGE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED.

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GUARANTEE
Guarantee • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design
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Contract
Secured Convertible Term Note • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THOMAS EQUIPMENT, INC. (F/K/A MAXIM MORTGAGE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED.

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SECURITY AGREEMENT
Security Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York
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McCAIN FOODS LIMITED - AND - THOMAS EQUIPMENT, INC. - AND - THOMAS EQUIPMENT 2004 INC.
Shareholders’ Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New Brunswick
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GENERAL SECURITY AGREEMENT
General Security Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New Brunswick
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SECURITIES PLEDGE AGREEMENT
Securities Pledge Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New Brunswick

This Securities Pledge Agreement (this “Agreement”), dated as of November 9, 2004, by and between Laurus Master Fund, Ltd. (“Laurus”) and Thomas Equipment 2004 Inc., a Canadian corporation (“Pledgor”).

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SECURITY AND PURCHASE AGREEMENT
Security and Purchase Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • New York
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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of November 9, 2004, is made by THOMAS EQUIPMENT, INC. (f/k/a Maxim Mortgage Corporation), a Delaware corporation (“Thomas Equipment”), and THOMAS VENTURES, INC., a Delaware corporation (“Thomas Ventures” and Thomas Equipment, each a “Grantor” and collectively, the “Grantors”), in favor of LAURUS MASTER FUND, LTD. (“Laurus”).

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Agreement
Employment Agreement • November 15th, 2004 • Maxim Mortgage Corp/ • Services-computer integrated systems design • Delaware

This Agreement (“Agreement”), effective as of October 1, 2004, is between Thomas Equipment Inc., a Delaware Corporation and it’s wholly owned subsidiary Thomas Equipment 2004, Inc., a Canadian Corporation (“the “Company”), and Clifford Rhee (“Executive”).

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