[EpicEdge Letterhead]









Exhibit

10.40




 




[EpicEdge Letterhead]




 




March          , 2002




 




[S.D.S.]




Attention: Billy Marlow




	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  





 




Re:  Termination of Tennessee Office Space Lease




 




Dear Billy,




 




As we have previously discussed, this letter is to

confirm our understanding regarding the termination of that certain Lease, by

and between [S.D.S.]

[Fill in Proper Legal Name], as successor in interest to Ferrari

Partners, L.P., (collectively, the “Landlord”), and EpicEdge, Inc., a Texas

corporation, as successor in interest to Connected Software Solutions, LLC,

(collectively, the “Tennant”),

dated December 7, 1998, as amended (the “Lease”) .




 




As we have previously discussed, Tennant hereby agrees

to pay to Landlord a lump sum of $5,000.27, which sum represents the agreed-to

settlement sum of $7,000.00 less the $1,999.73 security deposit previously paid

to Landlord by Tennant (the “Settlement Amount”) and to vacate the premises that are

subject to the Lease (the “Premises”).  In return for its acceptance of the

Settlement Amount, Landlord hereby agrees: (1) that the Lease is terminated;

(2) that it will allow Tennant access to the Premises and grant Tennant a

reasonable amount of time to remove any equipment and property of the Tennant

from the Premises; and (3) to irrevocably and unconditionally release, defend,

promise not to sue and hold harmless the Tennant and its agents or affiliates,

from or concerning any and all claims (including further claims for rent),

counterclaims, charges, causes of action, actions, debts, demands, liabilities,

damages, costs, expenses, and compensation of every kind and nature whatsoever

or other liabilities, whether in contract or tort, known or unknown, past,

present, or future, at law or in equity, arising out of or relating in any way

to the Lease or Tennant’s occupancy of the Premises.




 




By signing below, Tennant indicates that it

acknowledges and agrees to the above terms, in termination of the Lease and in

full satisfaction of all amounts due under the Lease.




 




Please feel free to call me at                               if you have any questions or concerns.




 





























 




	

   


  	

   


  	

   


  	

   


  	

  Sincerely,


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  EpicEdge, Inc.


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Peter Covert,


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Principal Financial and Accounting Officer


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Agreed to and Accepted

  By:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [S.D.S.] [Please Insert Full legal Name of New Landlord]


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Billy Marlow


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

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