Exhibit
      10.4

    WAIVER
      AND AMENDMENT

    


    THIS
      WAIVER AND AMENDMENT, dated
      as
      of February 23, 2007 (the “Amendment”),
      to
      the Notes (the “Notes”)
      issued
      by Nimble
      Group, Inc.,
      a
      Delaware corporation (the “Company”)
      reflected in Exhibit A to Jed
      Schutz
      (the
“Holder”)
      Capitalized
      terms used and not otherwise defined herein that are defined in the Note shall
      have the meanings given such terms in the Note.

    


    RECITALS

    


    Subject
      to the terms and conditions of this Amendment, the Company has requested, and
      the Holder has agreed to waive compliance with certain terms of the Notes and
      all Events of Default; and

    


    Subject
      to the terms and conditions of this Amendment, the Company has requested, and
      the Holder has agreed, to amend the Notes to provide for an extension of the
      date interest and principal will be due under the Note.

    


    The
      Holder has waived the right offered to holders of similar notes to receive
      Warrants in partial consideration for the waivers and amendments set forth
      herein.

    


    Accordingly,
      in consideration of the premises and of the mutual covenants and agreements
      hereinafter set forth, the parties hereto agree as follows:

    


    1.
       Waiver. 

     

    Holder
      hereby waives compliance by the Company with its obligation to pay interest
      on
      the outstanding principal balance of the Notes or any payment of principal
      due
      on or before the date of this Amendment. Each and every failure of the Company
      to comply with such obligations is separately waived as of the date of such
      failure and none of such failures thereafter constitute an Event of
      Default.

     

    2. Amendments. The
      Holder and the Company hereby agree to amend the Notes as follows:

     

    (a) The
      first
      sentence of Section 1 is stricken and replaced with the following:

     

    Maker
      shall pay principal and accrued interest on the earlier of (i) two business
      days
      after the date on which the Company has raised and reported, in the aggregate
      from February 12, 2007 to the date of such report, $20 million of “Net
      Financing” (defined below) and (ii) May 15, 2007. For the purposes of this Note,
“Net
      Financing”
      means, the gross proceeds received by the Company from the sale of any of its
      securities, less any loans that have been outstanding for a term of less than
      six months on the date such financing is closed (regardless of the maturity
      at
      the date of issue) that are repaid from the proceeds of the
      Financing.

    


    3. Miscellaneous.

    


    THIS
      WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
      LAWS.

    


    
      
         

      

      
        
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    Except
      as
      expressly waived and/or amended hereby, the Notes shall remain in full force
      and
      effect in accordance with the terms thereof. The waivers and amendments herein
      are limited specifically to the matters set forth above and do not constitute
      directly or by implication an amendment or waiver of any other provision of
      the
      Notes or of any Event of Default or default which may occur or may have
      occurred.

    


    This
      Amendment may be executed in one or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one Amendment.

    


    
      	
              NIMBLE
                GROUP, INC.

            	
              HOLDER

            
	 	 
	 	 
	 	 
	
              By:
                /s/
                Steven Yevoli

            	
              /s/
                Jed Schutz

            
	
                    
                Steven Yevoli,

            	
              Jed
                Schutz

            
	
                    
                Chief Executive Officer

            	
               

            
	 	 


    

     

    
 

    
      
         

      

      
        
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    EXHIBIT
      A

     

     

    

     

     

    
      
         

      

      
        
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