exv10w15



 





EXHIBIT 10.15









Continuing Security Agreement




	 	 	 
	Name of Debtor:

	 	ARI Network Services, Inc.
	Taxpayer
I.D. No.:

	 	39-1388360
	State Organization No.:

	 	1A12669
	Debtor’s Address:

	 	11425 W. Lake Park Dr.,
Suite 900, Milwaukee, WI 53224







Dated as of July 9, 2004




Grant of Security Interest. ARI Network Services, Inc. (the “Debtor”) grants to
Bank One, NA, with its main office in Chicago, IL, whose address is [ILLEGIBLE]
E. Wisconsin Ave, Milwaukee, WI 53202, on behalf of itself and its successors
and assigns (the “Bank”), as secured party, a continuing security interest in
all of the “Collateral” (as hereinafter defined) to secure the payment and
performance of the Liabilities.




Borrower. The term “Borrower” in this agreement means ARI Network Services,
Inc.




Liabilities. The term “Liabilities” in this agreement means all obligations,
indebtedness and liabilities of the Borrower to any one or more of the Bank,
BANK ONE CORPORATION, and any of their subsidiaries, affiliates or successors,
now existing or later arising, including, without limitation, all loans,
advances, interest, costs, overdraft indebtedness, credit card indebtedness,
lease obligations, or obligations relating to any Rate Management Transaction,
all monetary obligations incurred or accrued during the pendency of any
bankruptcy, insolvency, receivership or other similar proceedings, regardless of
whether allowed or allowable in such proceeding, and all renewals, extensions,
modifications, consolidations or substitutions of any of the foregoing, whether
the Borrower may be liable jointly with others or individually liable as a
debtor, maker, co-maker, drawer, endorser, guarantor, surety or otherwise, and
whether voluntarily or involuntarily incurred, due or not due, absolute or
contingent, direct or indirect, liquidated or unliquidated. The term “Rate
Management Transaction” in this agreement means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into among
the Borrower, the Bank or BANK ONE CORPORATION, or any of its subsidiaries or
affiliates or their successors, which is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
forward transaction, currency swap transaction, cross-currency rate swap
transaction, currency option or any other similar transaction (including any
option with respect to any of these transactions) or any combination thereof,
whether linked to one or more interest rates, foreign currencies, commodity
prices, equity prices or other financial measures.




Collateral. Accounts;
Chattel Paper; Deposit Accounts; Documents; Equipment;
General Intangibles; Instruments; Inventory; Investment Property; and Letter
of Credit Rights.




Description of Collateral.
As used in this agreement, the term “Collateral”
means all of the Debtor’s property of the types indicated above and defined
below, whether now owned or hereafter acquired, whether now existing or
hereafter arising, and wherever located, including but not limited to any
items listed on any schedule or list attached hereto. In addition, the term
“Collateral” includes all “proceeds”, “products” and “supporting obligations”
(as such terms are defined in the “UCC”, meaning the Uniform Commercial Code
of Wisconsin, as in effect from time to time) of the Collateral indicated
above, including but not limited to all stock rights, subscription rights,
dividends, stock dividends, stock splits, or liquidating dividends, and all
cash, accounts, chattel paper, “instruments,” “investment property,” and
“general intangibles” (as such terms are defined in the
UCC) arising from the
sale, rent, lease, casualty loss or other disposition of the Collateral, and
any Collateral returned to, repossessed by or stopped in transit by the
Debtor, and all insurance claims relating to any of the Collateral (defined
above). The term “Collateral” further includes all of the
Debtor’s right,
title and interest in and to all books, records and data relating to the
Collateral identified above, regardless of the form of media containing such
information or data, and all software necessary or desirable to use any of the
Collateral identified above or to access, retrieve, or process any of such
information or data. Where the Collateral is in the possession of the
Bank or
the Bank’s agent, the Debtor agrees to deliver to the Bank any property that
represents an increase in the Collateral or profits or proceeds of the
Collateral.





	1.	 	“Accounts” means all of the Debtor’s “accounts” as defined in Article 9 of
the UCC.
	 
	2.	 	“Chattel Paper” means all of the Debtor’s “chattel paper” as defined in
Article 9 of the UCC.






	3.	 	“Deposit Accounts” means all of the Debtor’s “deposit accounts” as defined
in Article 9 of the UCC.
	 
	4.	 	“Documents” means all of the Debtor’s “documents” as defined in Article 9 of
the UCC.




 









 






	5.	 	“Equipment” means all of the Debtor’s “equipment” as defined in Article 9
of the UCC. In addition, “Equipment” includes any “documents” (as defined in
Article 9 of the UCC) issued with respect to any of the Debtor’s “equipment”
(as defined in Article 9 of the UCC). Without limiting the security interest
granted, the Debtor represents and warrants that the Debtor’s Equipment is
presently located at 11425 W. Lake Park Dr., Suite 900, Milwaukee, Wl 53224.






	6.	 	“General Intangibles” means all of the Debtor’s “general intangibles”,
as defined in Article 9 of the UCC. In addition, “General Intangibles”
further includes any right to a refund of taxes paid at any time to any
governmental entity.






	7.	 	“Instruments” means all of the Debtor’s “instruments” as defined in Article
9 of the UCC.






	8.	 	“Inventory” means all of the Debtor’s
“inventory” as defined in Article 9
of the UCC. In addition, “Inventory” includes any “documents” issued with
respect to any of the Debtor’s “inventory” (as defined in Article 9 of
the UCC). Without limiting the security interest granted, the Debtor
represents and warrants that the Debtor’s Inventory is presently located
at 11425 W. Lake Park Dr., Suite 900, Milwaukee, WI 53224.






	9.	 	“Investment Property” means all of the Debtor’s “investment property” as
defined in Article 9 of the UCC.






	10.	 	“Letter of Credit Rights” means all of the Debtor’s “letter of credit
rights” as defined in Article 9 of the UCC.





Representations, Warranties and Covenants. The Debtor represents and warrants
to, and covenants and agrees with the Bank that:





	1.	 	Its principal residence or chief executive office is at the address shown
above;
	 
	2.	 	The Debtor’s name as it appears in this agreement is its exact name as it
appears in the Debtor’s organizational documents, as
amended, including any trust documents;
	 
	3.	 	It is or will become the owner of the Collateral free from any liens,
encumbrances or security interests, except for this security
interest and existing liens disclosed to and accepted by the Bank in writing,
or otherwise permitted under Section 5.2 E of the
Credit Agreement and it will defend the Collateral against all claims and
demands of all persons at any time claiming any interest
in the Collateral;
	 
	4.	 	It will keep the Collateral free of liens, encumbrances and other
security interests, except for this security interest, maintain the
Collateral in good repair, not use it illegally and exhibit the Collateral to
the Bank on demand;
	 
	5.	 	At its own expense, the Debtor will maintain comprehensive casualty
insurance on the Collateral against such risks, in such amounts, with
such deductibles and with such companies as may be satisfactory to the
Bank. Each insurance policy shall contain a lender’s loss payable
endorsement satisfactory to the Bank and a prohibition against
cancellation or amendment of the policy or removal of the Bank as loss
payee without at least thirty (30) days prior written notice to the Bank.
In all events, the amounts of such insurance coverages shall conform to
prudent business practices and shall be in such minimum amounts that the
Debtor will not be deemed a co-insurer. The policies, or certificates
evidencing (them, shall, if the Bank so requests, be deposited with the
Bank. The Debtor authorizes the Bank to endorse on the Debtor’s behalf
and to negotiate drafts reflecting proceeds of insurance of the
Collateral, provided that the Bank shall remit to the Debtor such
surplus, if any, as remains after the proceeds have been applied, at the
Bank’s option, to the satisfaction of all of the Liabilities (in such
order of application as the Bank may elect) or to the establishment of a
cash collateral account for the Liabilities;
	 
	6.	 	It will not sell, lease, license or offer to sell, lease, license or
otherwise transfer the Collateral or any rights in or to the Collateral,
without the written consent of the Bank, except in the ordinary course of
business;
	 
	7.	 	It will not change the location of the Collateral from the locations of
the Collateral described in this agreement, without providing at
least ten (10) days prior written notice to the Bank.
	 
	8.	 	It will pay promptly when due all taxes and assessment upon the Collateral,
or for the use or operation of the Collateral;
	 
	9.	 	No financing statement covering all or any part of the Collateral or any
proceeds is on file in any public office, unless the Bank has
approved that filing. From time to time at the Bank’s request, the Debtor
will execute one or more financing statements in form
satisfactory to the Bank and will pay the cost of filing them in all public
offices where filing is deemed by the Bank to be necessary or
desirable. In addition, the Debtor shall execute and deliver, or cause to be
executed and delivered, such other documents as the Bank
may from time to time request to perfect or to further evidence the security
interest created in the Collateral by this agreement
including, without limitation: (a) any certificate or certificates of title
to the Collateral with the security interest of the Bank noted
thereon or executed applications for such certificates of title in form
satisfactory to the Bank; (b) any assignments of claims under
government contracts which are included as part of the Collateral, together
with any notices and related documents at the Bank may
from time to time request; (c) any assignment of any specific account
receivable as the Bank may from time to time request; (d) a
notice of security interest and a control agreement with respect to any
Collateral, all in form and substance satisfactory to the Bank; (e)
a notice to and acknowledgment from any person holding possession of any
Collateral as a [ILLEGIBLE] for the Bank’s benefit, all in form
and substance satisfactory to the Bank; and (f) any consent to the assignment
of proceeds of any letter of credit, all in form and
substance satisfactory to the Bank;






	10.	 	It will not, without the Bank’s prior written consent, change the
Debtor’s name, the Debtor’s business organization, the jurisdiction
under which the Debtor’s business organization is formed or organized, or the
Debtor’s chief executive office, or of any additional places of the Debtor’s business;




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	11.	 	It will provide any information that the Bank may reasonably request and
will permit the Bank or the Bank’s agents to inspect and copy
its books, records, data and the Collateral at any time during normal
business hours;
	 
	12.	 	The Bank shall have the tight now, and at any time in the future in its
sole and absolute discretion, after default, without notice to
the Debtor, to (a) prepare, file and sign the Debtor’s name on any proof of
claim in bankruptcy or similar document against any
owner of the Collateral and (b) prepare, file and sign the Debtor’s name on
any financing statement, notice of lien, assignment or
satisfaction of lien or similar document in connection with the Collateral.
The Debtor hereby authorizes the Bank to file financing
statements containing the collateral description “All of the Debtor’s assets
whether now owned or hereafter acquired,” or such
lesser amount of assets as the Bank may determine, or the Bank may, at its
option, file financing statements containing any
collateral description which reasonably describes the Collateral in which a
security interest is granted under this agreement;
	 
	13.	 	Immediately upon the Debtor’s receipt of any Collateral evidenced by an
agreement, “instrument”, “chattel paper”, certificated
“security” or “document” (as such terms are
defined in the UCC)
(collectively, “Special Collateral”), the Debtor shall mark the
Special Collateral to show that it is subject to the Bank’s security
interest and, upon request of the Bank, shall deliver the original
to the Bank together with appropriate endorsements and other specific
evidence of assignment in form and substance satisfactory
to the Bank;
	 
	14.	 	The Debtor shall keep all tangible Collateral in good order and repair
and shall not waste or destroy any of the Collateral, nor use
any of the Collateral in violation of any applicable law or any policy of
insurance therein. To the extent that the Collateral
consists of “farm products” (as defined in the UCC), the Debtor shall attend
to and care for the crops and livestock in accordance
with the best practices of good husbandry, and do, or cause to be done, any
and all acts that may at any time be appropriate or
necessary to grow, raise, harvest, care for, preserve and protect the farm
products;






	15.	 	Except as may be otherwise disclosed in writing by the Debtor to the
Bank, none of the Collateral is attached to real estate so as to
constitute a “fixture” (as defined in the UCC) and none of the Collateral
shall at any time hereafter be attached to real estate so as
to constitute a fixture. If any of the Collateral is now or at any time
hereafter becomes so attached to real estate so as to constitute
a fixture, the Debtor shall, at any time upon the Bank’s request, furnish
the Bank with a disclaimer of interest in the Collateral
executed by each person or entity having an interest in such real estate.





Accounts; Chattel Paper; General Intangibles and Instruments. If the
Collateral includes the Debtor’s “Accounts, Chattel Paper, General Intangibles
and Instruments” and until the Bank gives notice to the Debtor to the
contrary, the Debtor will, in the usual course of its business and at its own
expense, on the Bank’s behalf but not as the Bank’s agent, demand and receive
and use its best efforts to collect all moneys due or to become due with
respect to the Collateral. Until the Bank gives notice to the Debtor to the
contrary or until the Debtor is in default, it may use the funds collected in
its business. Upon notice from the Bank or upon default, the Debtor agrees
that all sums of money it receives on account of or in payment or settlement
of the Accounts, Chattel Paper, General Intangibles and Instruments shall be
held by it as trustee for the Bank without commingling with any of the
Debtor’s other funds, and shall immediately be delivered to the Bank with
endorsement to the Bank’s order of any check or similar
instrument. It is
agreed that, at any time the Bank to elects, the Bank shall be entitled, in
its own name or in the name of the Debtor or otherwise, but at the expense and
cost of the Debtor, both before and after judgment, to collect, demand,
receive, sue for or compromise any and all Accounts, Chattel Paper, General
Intangibles, and Instruments, and to give good and sufficient releases, to
endorse any checks, drafts or other orders for the payment of money payable to
the Debtor and, in the Bank’s discretion, to file any claims or lake any
action or proceeding which the Bank may deem necessary or advisable. It is
expressly understood and agreed, however, that the Bank shall not be required
or obligated in any manner to make any demand or to make any inquiry as to the
nature or sufficiency of any payment received by it or to present or file any
claim or take any other action to collect or enforce the payment of any amounts
which may have been assigned to the Bank or to which the Bank may be entitled
at any time or times. All notices requited in this paragraph will be
immediately effective when sent Such, notices need not be given prior to the
Bank’s taking action. The Debtor appoints the Bank or the Bank’s designee as
the Debtor’s attorney-in-fact to do all things, following a default, with
reference to the Collateral as provided for in this section including without
limitation (1 ) to notify the post office authorities to change the Debtor’s
mailing address to one designated by the Bank, (2) to receive, open and
dispose of mail addressed to the Debtor, (3) to sign the Debtor’s name on any
invoice or bill of lading relating to any Collateral, on assignments and
verifications of account and on notices to the Debtor’s customers, and (4) to
do all things necessary to carry out this agreement. The Debtor ratifies and
approves all acts of the Bank as attorney-in-fact. The Bank shall not be
liable for any act or omission, nor any error of judgment or mistake of fact
or law, but only for its gross negligence or willful misconduct. This power
being coupled with an interest is irrevocable until all of the Liabilities
have been fully satisfied.




Default; Remedies. If
any of the Liabilities are not paid as maturity, whether
by acceleration or otherwise, or if a default by anyone occurs, subject to any
cure provision agreed to by the Bank, under the terms of any agreement
related to any of the Liabilities, then the Bank shall have the rights and
remedies provided by law or this agreement, including but not limited to the
right to require the Debtor to assemble the Collateral and make it available
to the Bank at a place to be designated by the Bank which is reasonably
convenient to both parties, the right to take possession of the Collateral
with or without demand and with or without process of law, and the right to
sell and dispose of it and distribute the proceeds according to law, Should a
default occur, the Debtor will pay to the Bank all costs reasonably incurred
by the Bank for the purpose of enforcing its rights hereunder, to the extent
not prohibited by law, including, without limitation; costs of foreclosure,
costs of obtaining money damages; and a reasonable fee for the services of
internal and outside attorneys employed or engaged by the Bank for any purpose
related to this agreement, including, without limitation, consultation,
drafting documents, sending notices or instituting, prosecuting or defending
litigation or any proceeding. The Debtor agrees that upon default the Bank
may dispose of any of the Collateral in its then present condition, that the
Bank has no duly to repair or clean the Collateral prior to sale, and that the
disposal of the Collateral in its





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present condition or without repair or clean-up shall not affect the commercial
reasonableness of such sale or disposition. The Bank’s compliance with any
applicable state or federal law requirements in connection with the
disposition of the Collateral will not adversely affect the commercial
reasonableness of any sale of the Collateral. The Bank may disclaim warranties
of title, possession, quiet enjoyment, and the like, and the Debtor agrees that
any such action shall not affect the commercial reasonableness of the sale. In
connection with the right of the Bank to take possession of the Collateral, the
Bank may take possession of any Other items of property in or on the Collateral
at the time of taking possession, and hold them for the Debtor without
liability on the part of the Bank. The Debtor expressly agrees that the Bank
may enter upon the premises where the Collateral is believed to be located
without any obligation of payment to the Debtor, and that the Bank may, without
cost, use any and all of the Debtor’s “equipment” (as defined in the UCC) in
the manufacturing or processing of any “inventory” (as defined in the (UCC) or
in growing, raising, cultivating, caring for, harvesting, loading and
transporting of any of the Collateral that constitutes “farm products” (as
defined in the UCC). If there is any statutory requirement for notice, that
requirement shall be [ILLEGIBLE] if the Bulk sends notice to the Debtor at least ten
(10) days prior to the date of sale, disposition or other event
giving rise to the required notice, and such notice shall be deemed commercially reasonable.
The Debtor is liable for any deficiency remaining after disposition of the
Collateral.




Miscellaneous.





	1.	 	Where the Collateral is located at, used in or attached to a facility
leased by the Debtor, the Debtor will obtain from the lessor a consent to
the granting of this security interest and a release or subordination of
the lessor’s interest in any of the Collateral, in form acceptable to the
Bank.
	 
	2.	 	At its option the Bank may, but shall be under no duty or obligation to,
discharge taxes, liens, security interests or other encumbrances at any
time levied or placed on the Collateral, pay for insurance on the
Collateral, and pay for the maintenance and preservation of the
Collateral, and the Debtor agrees to reimburse the Bank on demand for any
payment made or expense incurred by the Bank, both before and after
judgment, with interest at the highest rate at which interest may accrue
under any of the instruments evidencing the Liabilities.
	 
	3.	 	No delay on the part of the Bank in the exercise of any right or remedy
waives that right or remedy, no single or partial exercise by the
Bank of any right or remedy precludes any other exercise of it or the
exercise of any other right or remedy, and no waiver or
indulgence by the Bank of any default is effective unless it is in writing
and signed by the Bank, nor does a waiver on one occasion
waive that right on any future occasion.
	 
	4.	 	If any provision of this agreement is invalid, it shall be ineffective
only to the extent of its invalidity, and the remaining provisions shall
be valid and effective.
	 
	5.	 	Except as provided in the Accounts; Chattel Paper; General Intangibles;
and Instruments paragraph above, any notices and demands
under or related to this document shall be in writing and delivered to the
intended party at its address stated herein, and if to the Bank,
at its main office if no other address of the Bank is specified herein, by
one of the following means: (a) by hand, (b) by a nationally
recognized overnight courier service, or (c) by certified mail, postage
prepaid, with return receipt requested. Notice shall be deemed
given: (a) upon receipt if delivered by hand, (b) on the Delivery Day after
the day of deposit with a nationally recognized courier
service, or (c) on the third Delivery Day after the notice is deposited in
the mail. “Delivery Day” means a day other than a Saturday, a
Sunday, or any other day on which national banking associations are
authorized to be closed. Any party may change its address for
purposes of the receipt of notices and demands by giving notice of such
change in the manner provided in this provision.
	 
	6.	 	All rights of the Bank benefit the Bank’s successors and assigns; and all
obligations of the Debtor bind the Debtor’s heirs, executors,
administrator, successors and assigns. If there is more than one Debtor,
their obligations are joint and several.
	 
	7.	 	A carbon, photographic or other reproduction of this agreement is
sufficient as, and can be filed as, a financing statement. The Bank is
irrevocably appointed the Debtor’s attorney-in-fact to execute any financing
statement on the Debtor’s behalf covering the Collateral
Additionally, if permitted by applicable law, the Debtor authorizes the Bank
to file one or more financing statements related to the
security interests created by this agreement, and further authorizes the
Bank, as secured partly herein, instead of the Debtor, to sign such
financing statements.





Indemnification. The Debtor agrees to indemnify, defend and hold the Bank and
BANK ONE CORPORATION, and any of its subsidiaries or affiliates or their
successors, and each of their respective shareholders, directors, officers,
employees and agents (collectively the “Indemnified Persons”) harmless from
any and all obligations, claims, liabilities, losses, damages, penalties,
fines, [ILLEGIBLE], actions, judgments, suits, costs, expenses and
disbursements of any kind or nature (including, without limitation, any
Indemnified Person’s attorneys’ fees) (collectively the “Claims”) which may he
imposed upon, incurred by or assessed against any Indemnified Person both
before and after judgment (whether or not caused by any Indemnified Person’s
sole, concurrent, or contributory negligence) arising out of or relating to
this agreement; the Debtor’s use of the property covered by this agreement;
the exercise of the rights and remedies granted under this agreement
(including, without limitation, the enforcement of this agreement and the
defense of any Indemnified Person’s action or inaction in connection with this
agreement); and in connection with the Debtor’s failure to
perform all of the
Debtor’s obligations under this agreement, except to the limited extent that
the Claims against any such Indemnified Person are proximately caused by such
Indemnified Person’s gross negligence or willful misconduct. Subject to
applicable law, including applicable statutes of limitations, the
indemnification provided for in this section shall survive the termination of
this agreement and shall extend to and continue to benefit each individual or
entity who is or has at any time been an Indemnified Person.





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The Debtor’s indemnity obligations under this section shall not in any way be
affected by the presence or absence of covering insurance, or by the amount of
such insurance or by the failure or refusal of any insurance carrier to
perform any obligation on its part under any insurance policy or policies
affecting the Debtor’s assets or the Debtor’s business activities. Should any
Claim be made or brought against any Indemnified Person by reason of any event
as to which the Debtor’s indemnification obligations apply, then, upon any
Indemnified Person’s demand, the Debtor, at its sole cost and expense, shall
defend Such Claim in the Debtor’s name, if necessary, by the attorneys for the
Debtor’s insurance carrier (if such Claim is covered by insurance), or
otherwise by such attorneys as any Indemnified Person shall approve. Any
Indemnified Person may also engage its own attorneys at its reasonable
discretion to defend the Debtor and to assist in its defense and the Debtor
agrees to pay the fees and disbursements of such attorneys.




Governing Law and Venue.
This agreement is delivered in the State of Wisconsin
and governed by Wisconsin law (without giving effect to its laws of
conflicts), except to the extent that the laws regarding the perfection and
priority of property of the state in which any property securing the
Liabilities is located are applicable. The Debtor agrees that any legal action
or proceeding with respect to any of its obligations under this agreement may
be brought by the Bank in any state or federal court located in the
State of
Wisconsin, as the Bank in its sole discretion may elect. By the execution and
delivery of this agreement, the Debtor submit to and accepts, for itself and
in respect of its property, generally and unconditionally, the
non[ILLEGIBLE] jurisdiction of those courts. The Debtor waives any claim that the
State of
Wisconsin is not a convenient forum or the proper venue for any such suit,
action or proceeding.




Representations. Each Debtor represents that: (a) the execution and delivery of
this agreement and the performance of the obligations it imposes do not violate
any law, do not conflict with any agreement by which it is bound, and do not
require the consent or approval of any governmental authority or any third
party; (b) this agreement is a valid and binding agreement, enforceable
according to its terms; and (c) all balance sheets, profit and loss statements,
and other financial statements furnished to the Bank in connection with the
Liabilities fairly reflect in all material respects the financial condition of
the organizations and persons to which they apply on their effective dates,
including contingent liabilities of every type, which financial condition has
not changed materially and adversely since those dates. Each Debtor, other than
a natural person, further represents that: (a) it is duly organized, existing
and in good standing under the laws where it is organized; and (b) the
execution and delivery of this agreement and the performance of the obligations
it imposes (i) are within its powers and have been duly authorized by all
necessary action of its governing body; and (ii) do not contravene the terms of
it articles of incorporation or organization, its by-laws, or any agreement
governing its affairs.




WAIVER OF SPECIAL DAMAGES, THE DEBTOR WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT THE UNDERSIGNED MAY HAVE TO CLAIM OR RECOVER FROM
THE BANK IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES.




JURY WAIVER. THE DEBTOR AND THE BANK (BY ITS ACCEPTANCE HEREOF) HEREBY
VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT,
TORT, OR OTHERWISE) BETWEEN OR AMONG THE DEBTOR AND THE BANK ARISING OUT OF OR
IN ANY WAY RELATED TO THIS DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT
TO THE BANK TO PROVIDE THE FINANCING DESCRIBED HEREIN.




	 	 	 	 	 	 	 
	 	 	Debtor:	 	 
	 
	 	 	 	 	 	 
	 	 	ARI Network Services, Inc.	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	-s- Timothy Sherlock	 	 
	 	 	 	 	

	

	 	 	 	Timothy Sherlock
	 	CFO
	 	 	 	 	

	

	 	 	 	Printed Name
	 	Title
	 
	 	 	 	 	 	 
	 	 	Date Signed: 7/9/04








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