Exhibit 4









Exhibit 4.33




April     , 2002




 




EpicEdge, Inc.


5508 Hwy. 290 West


Suite 300


Austin, Texas 78735




 




Re:          Waiver Letter




 




Ladies and Gentlemen:




 




Reference is

hereby made to that certain (a) Stock Purchase Agreement dated as of February

18, 2000, among the Company, Edgewater Private Equity Fund III, L.P.

(“Edgewater”), Fleck T.I.M.E. Fund, LP (“TIME”) and certain other parties

thereto (the “February Purchase Agreement”), (b) Convertible Bridge Loan

Agreement dated as of July 21, 2000, among the Company, Edgewater and TIME (the

“July Loan Agreement”), (c) Stock Purchase Agreement dated as of September 29,

2000, among the Company, Edgewater and TIME (the “September Purchase

Agreement”), and (d) Amendment to Convertible Promissory Note dated as of July

20, 2001, between the Company and Edgewater (the “Amendment to Note”; and,

together with the February Purchase Agreement, the September Purchase Agreement

and the July Loan Agreement, the “Investor Documents”).  Capitalized terms used but not defined

herein shall have the meanings assigned to such terms in the Investor

Documents, as appropriate.




 




Notwithstanding

anything to the contrary contained in the Investor Documents, the parties

hereto hereby acknowledge and agree as follows:




 




1.             Edgewater and TIME

hereby waive their respective rights to declare an “Event of Default” under the

February Purchase Agreement, the September Purchase Agreement and the July Loan

Agreement based on any breaches or defaults existing on the date hereof and

listed on Exhibit A attached hereto and made a part hereof (the

“Defaults”).  Furthermore, Edgewater and

TIME hereby waive such Defaults.




 




2.             Edgewater and TIME

hereby agree to refrain from exercising the Put under Section 6.4(a) of the

February Purchase Agreement and the September Purchase Agreement.




 





























 




3.             Edgewater and TIME

hereby agree to waive the 10% penalty fee under the Amendment to Note and the

right to receive any default rate of interest on the Loans under the July Loan

Agreement to which they otherwise may be entitled as a result of the Defaults.




 




2





























 




4.             This Side Letter

may be executed in multiple counterparts, each of which shall be deemed an

original and all of which taken together shall constitute a single

instrument.  One or more counterparts

may be delivered by facsimile, with the intention that delivery by such means

shall have the same effect as delivery of an original counterpart thereof.




 




5.             This Side Letter

shall be governed by, and construed and enforced in accordance with, the

internal laws of the State of Illinois applicable to contracts made and

performed in such State, without giving effect to the principles of conflicts

of law.




 




If the

foregoing satisfactorily reflects your understanding of the subject matter

contained herein, please confirm by dating and executing this Side Letter in

the space provided below.




 




	

   


  	

  Very truly

  yours,


  
	

   


  	

   


  
	

   


  	

  Edgewater

  Private Equity Fund III, L.P.


  
	

   


  	

   


  
	

   


  	

   By:


  	

   


  	

  Edgewater

  III Management, L.P.


  	 

	

   


  	

   Its:


  	

   


  	

  General

  Partner


  	 

	

   


  	

   


  	

   


  	

   


  	 

	

   


  	

   By:


  	

   


  	

  Gordon

  Management, Inc.


  	 

	

   


  	

   Its:


  	

   


  	

  General

  Partner


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   By:


  	

   


  	 

	

   


  	

   Its:


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

  Fleck

  T.I.M.E. Fund, L.P.


  	 

	

   


  	

   


  	

   


  	 

	

   


  	

   By:


  	

   


  	 

	

   


  	

   Its:


  	

   


  	 

	

  AGREED AND

  ACCEPTED AS OF THE


  	 

	

       DAY OF APRIL, 2002


  	 

	

   


  	

   


  	 

	

  EPICEDGE,

  INC.


  	

   


  	 

	

   


  	

   


  	 

	

  By:


  	

   


  	

   


  	 

	

  Name:


  	

   


  	

   


  	 

	

  Its:


  	

   


  	

   


  	 

									





 




3





























 




EXHIBIT A




 




Defaults




 




Capitalized

terms not otherwise defined herein shall have the meanings assigned to such

terms in the Investor Documents, as appropriate.




 




1.             Pursuant to Section

6.1(a) of the February Purchase Agreement and the September Purchase Agreement,

a breach of Section 5.3(i) of the February Purchase Agreement and the September

Purchase Agreement and Section 9(e) of the July Loan Agreement due to the

Company becoming liable for Indebtedness in excess of $6,000,000, without the

prior written consent of the Investor Representative, in connection with

entering into that certain Letter Agreement dated as of July 31, 2001 (the

“Letter Agreement”), among the Company, TIME and John Paul DeJoria.




 




2.             Pursuant to Section

6.1(a) of the February Purchase Agreement and the September Purchase Agreement,

a breach of Section 5.3(f) of the February Purchase Agreement and the September

Purchase Agreement and Section 9(e) of the July Loan Agreement due to the

Company incurring a liability to make a Stock Purchase in connection with

entering into the Letter Agreement without the prior written consent of the

Investor Representative.




 




3.             Pursuant to Section

6.1(c) of the February Purchase Agreement and the September Purchase Agreement

and Section 9(e) of the July Loan Agreement, the failure by the Company to

register shares of Common Stock requested to be registered by Edgewater and

TIME pursuant to the terms of the Registration Agreement.




 




4.             A breach of

Sections 9(a) and (b) of the July Loan Agreement due to the failure by the

Company to pay amounts due under the July Loan Agreement and the Notes when

due.




 




5.             Any other breaches

or defaults of which Edgewater and TIME are aware as of the date hereof.




 




6.             To the extent that

a breach of or default under any other contract to which the Company is a party

constitutes an “Event of Default” under the February Purchase Agreement, the

September Purchase Agreement and the July Loan Agreement, the information

disclosed in the Disclosure Schedule attached as Exhibit A to the Note and

Preferred Stock Purchase Agreement of even date herewith, including the

information disclosed in Schedule 3.9 of such schedule, is hereby incorporated

by reference into this Exhibit A.