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                                                                    EXHIBIT 4.41

         AMENDMENT NO. 5 TO NOTE AND PREFERRED STOCK PURCHASE AGREEMENT

      THIS AMENDMENT NO. 5 TO NOTE AND PREFERRED STOCK PURCHASE AGREEMENT (this
"Amendment") is made as of August 21, 2002, by and among EpicEdge, Inc., a Texas
corporation (the "Company"), and Edgewater Private Equity Fund III, L.P., a
Delaware limited partnership ("Edgewater").

      WHEREAS, the Company, Edgewater and certain other parties named therein
entered into that certain Note and Preferred Stock Purchase Agreement dated as
of April 16, 2002 (as amended from time to time, the "Purchase Agreement");

      WHEREAS, pursuant to Section 9.5 of the Purchase Agreement, the Purchase
Agreement may be amended by the Company and the Purchaser Majority (as defined
therein); and

      WHEREAS, the Company and the Purchaser Majority wish to amend the Purchase
Agreement pursuant to the terms set forth herein.

      NOW, THEREFORE, for and in consideration of the premises and mutual
agreements herein contained and for the purposes of setting forth the terms and
conditions of this Amendment, the parties, intending to be bound, hereby agree
as follows:

      1. Incorporation of the Agreement. All capitalized terms which are not
defined hereunder shall have the same meanings as set forth in the Purchase
Agreement. To the extent any terms and provisions of the Purchase Agreement are
inconsistent with the amendments set forth in Paragraph 2 below, such terms and
provisions shall be deemed superseded hereby. Except as specifically set forth
herein, the Purchase Agreement shall remain in full force and effect and its
provisions shall be binding on the parties hereto.

      2. Amendments to the Purchase Agreement.

            (a) Clause (d) of Section 2.3 of the Purchase Agreement is hereby
amended and restated in its entirety to read as follows:

            "(d) payment of proceeds invested by any purchaser other than
Edgewater at one or more Subsequent Closings, which proceeds may, at Edgewater's
sole discretion, be used solely to pay $1,600,000 of the outstanding principal
amount of the Substitute Note issued to Edgewater hereunder ("Edgewater Special
Debt"), plus any accrued interest thereon, until such time as the Edgewater
Special Debt, plus accrued interest thereon, has been paid in full or otherwise
converted in accordance with Section 2.7 hereof, after which time, any remaining
proceeds shall be used for any other purpose set forth in this Section 2.3."

      3. Effectuation. The amendments to the Purchase Agreement contemplated by
this Amendment shall be deemed effective immediately upon the full execution of
this Amendment and without any further action required by the parties hereto.
There are no conditions precedent or subsequent to the effectiveness of this
Amendment.
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      4. Fees and Expenses. The Company agrees to pay on demand all costs and
expenses of or incurred by Edgewater (including, but not limited to, legal fees
and expenses) in connection with the evaluation, negotiation, preparation,
execution and delivery of this Amendment.

      5. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. One or more counterparts
of this Amendment may be delivered by facsimile, with the intention that
delivery by such means shall have the same effect as delivery of an original
counterpart thereof.

                            [SIGNATURE PAGE FOLLOWS]

                                    * * * * *


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      IN WITNESS WHEREOF, the parties have executed this Amendment No. 5 to Note
and Preferred Stock Purchase Agreement as of the date first written above.


EpicEdge, Inc., a Texas corporation

By:  /s/ Richard Carter
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Its: President


Edgewater Private Equity Fund III, L.P.,
a Delaware limited partnership

By:  Edgewater III Management, L.P.
Its: General Partner


By:  Gordon Management, Inc.
Its: General Partner

By:  /s/ Mark McManigal
   --------------------------------------
Its: VP
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