**Merrill
                  Lynch**
              
              Private
                  Client Group
                
                **MERRILL
                  LYNCH BUSINESS**
                **FINANCIAL
                  SERVICES, INC.**
                222
                  North LaSalle Street
                17th
                  Floor
                Chicago,
                  Illinois 60801
                (312)
                  269-4428
                FAX:
                  (312) 499-3254
                Email
                  Address:
                **martin_aguilera@ml.com**
 
  August
        3,
        2005
 
 G.
        Dennis
        Key
 Aspect
        Systems, Inc. f/k/a Aspect Semiquip International, Inc.
 375
        East
        Eliot Road, Building 6
 Chandler,
        Arizona 85225
 
 **Re:**  **TERM
        LOAN AND SECURITY AGREEMENT DATED MAY 14, 2004**
 
 Dear
        Mr.
        Key,
 
 This
        Letter refers to (i) that certain **TERM
        LOAN AND SECURITY AGREEMENT NO. 912852522 DATED MAY 14,
        2004** ,
        between
        Merrill Lynch Business Financial Services, Inc. (“MLBFS”) and Aspect Systems,
        Inc. f/k/a Aspect Semiquip International, Inc. (“Customer”), including any
        previous amendments and extensions thereof (collectively the “Loan Agreement”),
        and (iii) all other agreements between MLBFS and Customer or any party who
        has
        guaranteed or provided collateral for Customer’s obligations to MLBFS, in
        connection therewith (collectively, the “Loan Documents”). Capitalized terms not
        otherwise defined herein shall have the meanings set forth in the Loan
        Documents.
 
 Based
        on
        MLBFS’ review of the Customer’s June 30, 2005 financial statements, which
        Customer recently provided MLBFS, the Customer, as of the date of the financial
        statements, is in violation of the “Minimum Collateral Requirement” covenant
        required by the Loan Documents (the “Identified Defaults”). Under the terms of
        the Loan Documents, MLBFS has certain rights and remedies available to it
        with
        respect to the Identified Defaults. By execution below, the Customer
        acknowledges that it has been and continues to be in default of said covenant.
        Accordingly, the Customer has requested that MLBFS waive the Identified
        Defaults. MLBFS has agreed to do so, provided that Customer’s representations
        and warranties set forth herein are true and correct in all respects, and
        subject to the additional terms hereof.
 
 MLBFS
        hereby agrees, as
        a
        one-time accommodation ,
        to
        grant the waiver that the Customer has requested. Therefore, this letter
        shall
        serve to advise you that MLBFS has agreed to waive, for
        the period ending June 30, 2005 only ,
        the
        Customer’s default of the “Minimum Collateral Requirement” covenant that is
        required by the Loan Agreement.
 
 Customer
        and the other Obligors acknowledge that the waiver set forth above are limited
        precisely as written and except for the waiver of the Defaults described
        above
        for the dates specified, all other terms and conditions of the Loan Agreement
        and all other Loan Documents shall remain in full force and effect and nothing
        contained herein shall be deemed to constitute a waiver of any future Default.
 
 As
        we
        have discussed, MLBFS will expect full compliance with all of the loan covenants
        at all time after June 30, 2005. If Customer remains in violation of the
        loan
        covenant(s) at any time after June 30, 2005, Events of Default will have
        occurred and be continuing under the Loan Documents.
 
 
 In
        order
        for this letter and the waiver contained herein to become effective, Customer
        and the other Guarantors must indicate acceptance on a copy of this letter
        in
        the space set forth below, and return said copy to the undersigned within
        7 days
        from the date hereof.
 
 Notwithstanding
        the foregoing, this letter shall not serve to act as a waiver of any other
        requirements of the Loan Agreement or any other defaults that may presently
        or
        hereafter exist under the Loan Documents.
 
 Please
        contact me at (312) 269-4428 if you have any questions.
 
 Cordially,
 
 **MERRILL
        LYNCH BUSINESS FINANCIAL SERVICES, INC.**
 
 By: /s/
        Martin Aguilera
 Martin
        A.
        Aguilera
 Assistant
        Vice President
 
 ***ACCEPTED
        BY:***
 
 Aspects
        Systems, Inc. f/k/a Aspect Semiquip International, Inc.
 
 By:
                /s/
                  G. Dennis KeySignature (1)
                Signature (2)
  By:
                  G.
                    Dennis KeyPrinted Name
                  Printed Name
 President
                            / CEOTitle
                          Title
 
 ***APPROVED
        BY:***
 
 *Guarantor:*
 /s/
                      Douglas N. Dixon**DOUGLAS
                      N. DIXON**