Unassociated Document


    
      
        [ComVest
Capital LLC letterhead]

         

         

        May 15,
2008

        


        Aftersoft
Group, Inc.

        Regus
House

        Heronsway
Chester Business Park

        Chester,
CH4 9QR

        United
Kingdom

        


        


        Re:  Waiver and
Amendment

        


        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)
Warrant No.  CV-1 issued by the Borrower to the Lender as of December
21, 2007 (the “Warrant”).  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 March 31, 2008.  The Lender hereby waives compliance
with Section 6.17 of the Loan Agreement for the four (4) consecutive quarters
ended on March 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 Exercise Price under and as defined
in the Warrant is hereby reduced, effective immediately, to $0.11 per share,
subject to adjustment hereafter in accordance with the terms of the Warrant.
This waiver and amendment may be attached to and shall form a part of the
Warrant; and, upon request of the Lender at any time, the Borrower shall execute
and deliver a replacement Warrant setting forth the reduced Exercise Price
herein provided.

         

        Except as
expressly set forth herein, all of the terms and conditions of the Loan
Agreement, the Warrant 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.

        


         

        [Signatures
on Separate Page]

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

      

    


    
      
        	 	 	 
	 	
                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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