Unassociated Document


    
      
        
          
            
              	 	
                      February 10,
      2009

                    


            

          

           

          Aftersoft
Group, Inc.

          Regus
House

          Heronsway
Chester Business Park

          Chester,
CH4 9QR

          United
Kingdom

          


          


          Re:  Waiver and Amendment
#2

          


          Dear
Sirs:

          


          Reference is made to (a) the Revolving
Credit and Term Loan Agreement dated as of December 21, 2007 (the “Loan Agreement”) by
and between ComVest Capital, LLC (the “Lender”) and
Aftersoft Group, Inc. (the “Borrower”), and (b)
the Revolving Credit Note dated December 21, 2007 in the maximum principal
amount of $1,000,000 issued by the Borrower to the Lender (the “Revolving Credit
Note”).  All capitalized terms used herein without definition
have the respective meanings ascribed to them in the Loan
Agreement.

          


          The
Lender hereby confirms the Borrower’s advice that the Borrower is not in
compliance with Section 6.17 of the Loan Agreement for the four (4) consecutive
quarters ended December 31, 2008.  The Lender hereby waives compliance
with Section 6.17 of the Loan Agreement for the four (4) consecutive quarters
ended on December 31, 2008, provided that such waiver is limited to such four
(4) quarter period and shall not constitute a waiver or amendment of Section
6.17 with respect to any other period or any other provision of the Loan
Agreement in any other respect.

          


          In
consideration of the foregoing waiver, the Borrower has agreed (and, by its
signature below, hereby confirms) that the minimum interest rate under the
Revolving Credit Note shall, effective as of February 1, 2009, be increased from
9.5% per annum to 11% per annum (and, by reason thereof, the words “nine and
one-half (9.5%) percent” contained in clause (b) of the first paragraph of the
Revolving Credit Note are hereby replaced with the words “eleven (11%) percent”
effective as of February 1, 2009); provided, however, that if the
Borrower hereafter demonstrates, to the Lender’s reasonable satisfaction,
restored compliance with Section 6.17 of the Loan Agreement as of the close of
any fiscal quarter ending on or after March 31, 2009, then the minimum interest
rate under the Revolving Credit Note shall be restored to 9.5% per annum
effective as of the first day of the calendar month next succeeding the
Borrower’s demonstrated quarter-end compliance with such Section
6.17.  This waiver and amendment may be attached to and shall form a
part of the Revolving Credit Note; and, upon request of the Lender at any time,
the Borrower shall execute and deliver an amended and restated Revolving Credit
Note setting forth the modified interest rate herein provided.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          Except as
expressly set forth herein, all of the terms and conditions of the Loan
Agreement, the Revolving Credit Note and the other Loan Documents remain
unchanged and in full force and effect.

          


          This
waiver and amendment may not be modified or amended except pursuant to a further
written agreement signed by the party to be charged therewith.

           

        

      

    

    
      
        	 	 	 
	 	
                Very
      truly yours,

                 

                COMVEST
      CAPITAL, LLC

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Gary
      E. Jaggard	 
	 	 	
                Gary
      E. Jaggard

                Managing
      Director

              	 
	 	 	 	 
	 	 	 	 


      

    

     

     

    Acknowledged,
Confirmed and Agreed To:

     

    AFTERSOFT
GROUP, INC.

    
      
        	 	 	 	 	 	 
	By:	
                /s/
      Ian
      Warwick

              	 	 	
                 

              	 
	 	
                Name:  Ian
      Warwick

                Title:  President
      and CEO

              	 	 	
                 

              	 
	 	
                 

              	 	 	
                 

              	 


      

    

     

     

    
      
        
        

      

      
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