EXHIBIT 4









EXHIBIT 4.22




 




FIRST

AMENDMENT TO SECURITY AGREEMENT




 




THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is entered into as of

the          day of March, 2002, by and

between EPICEDGE, INC., a Texas corporation (the “Company”), and EDGEWATER PRIVATE

EQUITY FUND III, L.P., a Delaware limited partnership (the “Lender”).




 




W I T N E S S E T H:




 




WHEREAS, pursuant to a certain Secured Promissory Note dated

as of February 19, 2002, in the original principal amount of $610,000 made by

the Company in favor of the Lender (the “Prior Note”), the Company and the

Lender entered into that certain Security Agreement of even date therewith (the

“Agreement”);




 




WHEREAS, in connection with an additional loan by the Lender

in the principal amount of $250,000, the Company entered into a certain

Substitute Secured Promissory Note of even date herewith, in the original

principal amount of $860,000, which note was made in substitution of and

replaced the Prior Note; and




 




WHEREAS, as a result of the substitution and replacement of

the Prior Note, the parties hereto now desire to amend the Agreement to reflect

the changes set forth below.




 




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 that are not defined

hereunder shall have the same meanings as set forth in the Agreement, and the

Agreement, to the extent not inconsistent with this Amendment, is incorporated

herein by this reference as though the same were set forth in its

entirety.  To the extent any terms and

provisions of the 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below, such terms and provisions shall be deemed superseded hereby.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

Agreement shall remain in full force and effect and its provisions shall be

binding on the parties hereto.




 




2.             Amendment of the Agreement.  The first recital of the Agreement and the

definition of “Note” set forth therein are hereby amended and restated in their

entirety as follows:




 




WHEREAS, the Lender has agreed to loan the Company an aggregate

principal amount of Eight Hundred Sixty Thousand Dollars ($860,000) pursuant to

that certain Substitute Secured Promissory Note dated as of March     , 2002 (the “Note”), made by the Company

in favor of the Lender; and




 




3.             Fees and Expenses.  The Company agrees to pay on demand all costs and expenses of or

incurred by the Lender (including, but not limited to, legal fees and expenses)

in 




 





























 




connection with the evaluation, negotiation,

preparation, execution and delivery of this Amendment.




 




4.             Effectuation. 

The amendments to the 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.




 




5.             Continuing Effect.  Except as otherwise specifically set forth herein, the provisions

of the Agreement shall remain in full force and effect.  The Company hereby reaffirms its grant of

the security interest in the Collateral, as amended hereby.




 




6.             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.  A

signature page of this Amendment executed and transmitted via facsimile

shall be deemed an original for all purposes.




 




[SIGNATURE

PAGE FOLLOWS]




 




2





























 




Amendment

to Security Agreement Signature Page




 




IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment

to Security Agreement as of the date first above written.




 




	

   


  	

  EPICEDGE, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

  EDGEWATER PRIVATE EQUITY


  
	

   


  	

  FUND III, L.P.


  
	

   


  	

   


  
	

   


  	

  By: Edgewater III Management, L.P., its


  
	

   


  	

  General Partner


  
	

   


  	

   


  
	

   


  	

  By: Gordon Management, Inc., its General


  
	

   


  	

  Partner


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
				





 




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