RBC LOGO ROYAL BANK OF CANADA

                          COMMERCIAL FINANCIAL SERVICES
                         6880 FINANCIAL DRIVE 2ND FLOOR
                          MISSISSAUGA, ONTARIO L5N 7Y5
                              TEL.: (905) 286-7277
                               FAX: (905) 286-7279

September 2, 2008

PRIVATE AND CONFIDENTIAL

ESW CANADA INC.
335 Connie Crescent
Concord, Ontario
L4K 5R2

We refer to the agreement dated March 2, 2007 between ESW Canada Inc., as the
Borrower, and Royal Bank of Canada, as the Bank, (the "AGREEMENT").

All capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Agreement.

The Agreement is amended as follows:

1. Under the Credit Facilities section, the amount of Facility #1 is amended by
deleting "$2,500,000" and by substituting "$750,000".

2. Under the Availability section, Facility #1 is amended by deleting "June 30,
2008" and by substituting "June 30, 2009".

3. Under the Financial Covenants section, subparagraphs a) ii. Is amended and
restated as follows:

      ii. Tangible Net Work of at least $1,100,000.

4. Schedule "D" Compliance Certificate is amended and replaced as attached.

CONDITIONS PRECEDENT

The effectiveness of this amendment is conditional upon receipt of a duly
executed copy of this amending agreement.

COUNTERPART EXECUTION

This amending agreement may be executed in any number of counterparts and by
different parties in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together constitute one and
the same instrument.

All other terms and conditions outlined in the Agreement remain unchanged and in
full force and effect.

This amending agreement is open for acceptance until October 2, 2008, after
which date it will be null and void, unless extended in writing by the Bank.




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(R) Registered Trademark of Royal Bank of Canada

SRF #194 377 925

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ESW Canada Inc.                      -2-                       September 2, 2008
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ROYAL BANK OF CANADA

PER:____________________
Name: Jeff Patterson
Title: Account Manager

Agreed to and accepted this ______ day of ____________, 2008.

ESW CANADA INC.

PER:____________________
Name:
Title:

PER:____________________
Name:
Title:

I/We have the authority to bind the Borrower

<PAGE>


                                   SCHEDULE D
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Schedule "D" to the Agreement dated March 2, 2007 between ESW Canada Inc., as
Borrower, and Royal Bank of Canada, as the Bank.

                             COMPLIANCE CERTIFICATE

I, ___________________________________, representing the Borrower hereby certify

as of month ending___________________________:

1. I am familiar with and have examined the provisions of the Agreement dated
March 2, 2007 and any amendments thereto, between ESW Canada Inc., as Borrower,
and Royal Bank of Canada as the Bank, and have made reasonable investigations of
corporate records and inquiries of other officers and senior personnel of the
Borrower and any Guarantor if applicable. Terms defined in the Agreement have
the same meanings where used in this certificate.

2. The representations and warranties contained in the Agreement are true and
correct.

3. No event or circumstance has occurred which constitutes or which, with the
giving of notice, lapse of time, or both, would constitute an Event of Default
and there is no reason to believe that during the next month, any such event or
circumstance will occur.

4. The ratio of Current Assets to Current Liabilities is _______:1, being not
less than the required ratio of 1.5:1.

5. Tangible Net Worth is $____________, being not less than the minimum required
amount of $1,100,000.

6. The detailed calculations of the foregoing ratios and covenants is set forth
in the addendum annexed hereto and are true and correct in all respects.

Dated this _____ day of _____________, 20___.

                               Per:   ______________________________
                               Name:  ______________________________
                               Title: _____________________________

                               Per:   ______________________________
                               Name:  ______________________________
                               Title: ______________________________