Private
                  Client Group

              
	
                Merrill
                  Lynch

              	 
	 	
                Merrill
                  Lynch Business

                Financial
                  Services Inc.

                222
                  North LaSalle Street

                17th
                  Floor

                Chicago,
                  Illinois 60601

                312/269-4428

                FAX
                  312/499-3252

                Email
                  address: martin_aguilera@ml.com

                 

              
	 	
                April
                  24, 2006

              


      

    

     

    Mr.
      G.
      Dennis Key

    President

    Aspect
      Systems, Inc.

    375
      East
      Elliot Road, Suite 6

    Chandler,
      AZ 85225

    


    Re:
      PROPOSAL
      FOR EXTENSION OF EXISTING TERM LOAN

    


    Dear
      Dennis,

    


    As
      we
      have discussed, Term Loan No. 912852522 matured and became immediately due
      and
      payable in full on March 1, 2006. 

    


    It
      is
      MLBFS’
      understanding that Aspect Systems, Inc. (“Customer”)
      requires additional time to secure permanent refinancing for the Term Loan,
      and
      is therefore requesting that the obligations due under the aforementioned
      facility be restructured so as to allow for the repayment of said debt over
      an
      additional period of time.

    


    Therefore,
      MLBFS is willing to consider extending the maturity date of the existing Term
      Loan upon substantially the following terms:

    


    	·  	
            New
              Maturity Date:
              October 2, 2006.

          


    


    	·  	
            Repayment:
              Five monthly installments of principal and interest, with the first
              four
              such installments each in an amount equal to the sum of: (i) accrued
              interest at the Interest Rate, and (ii) $24, 957.95, and the fifth
              installment payment shall be a balloon payment in an amount equal to
              the
              then unpaid principal of and interest and other expenses owed under
              the
              Term Loan. The first payment shall be due on June 1, 2006 and the
              subsequent payments shall each be due on the first business day of
              each
              calendar month. The fifth and final installment payment shall be due
              on
              October 2, 2006. There shall be a five-day grace period for each monthly
              payment, except for the final installment payment, which shall not
              have a
              grace period.

          


    


    	·  	
            Interest
              Rate: Variable
              at a per annum rate equal to the sum of 4.00% plus the “Prime
              Rate”
              (as published in The
              Wall Street Journal),
              based upon actual delays elapsed over a 360-day
              year.

          


    


    	·  	
            Default
              Interest Rate.
              The “Default
              Interest Rate”
              shall mean a rate equal to the sum of (a) the Interest Rate (as defined
              above), plus (b) four percent (4%) per annum, and MLBFS shall be entitled
              to increase the Interest Rate to the “Default
              Interest Rate”
              if
              any Event of Default occurs under the Loan
              Documents.

          


    


    	·  	
            Prepayment:
              At
              any time in whole or in part without premium or
              penalty.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	·  	
            Term
              Loan Extension Fee:
              $4,489.58.

          


    


    	·  	
            Collateral:
              The obligations of Customer shall be secured by all of the
              following:

          


    


    	a.  	
            A
              First lien on all business assets of Customer, now owned or hereafter
              acquired.

          


    


    	b.  	
            A
              First lien on all business assets of DND Technologies, Inc., now owned
              or
              hereafter acquired.

          


    


    	c.  	
            A
              First lien on all business assets of ASI Team, now owned or hereafter
              acquired. 

          


    


    	·  	
            Guarantors:
              Doug Dixon, ASI Team and DND Technologies,
              Inc.

          


    


    	·  	
            Term
              Loan Indebtedness.
              Obligors acknowledge that the total sum owed to MLBFS, as of the close
              of
              business on
              April 23, 2006
              is
              (a) $758,338.74
              consisting of $668,049.50
              in
              principal, $10,124.85
              in
              accrued interest and unpaid interest, $9,349.53
              in
              unpaid late fees,
              $70,626.84
              in
              unpaid legal expenses and attorney’s
              fees (as of December 31, 2005), $188.02
              in
              unpaid expenses and cots, $0.00
              in
              unpaid appraisal/audit expenses, plus (b) additional interest that
              has
              accrued or will accrue after April
              23, 2006,
              and (c) all costs and attorneys’
              fees incurred by MLBFS in connection with its efforts to collect the
              amounts owed by Obligors under the Loan Documents (collectively the
              “Debt”).
              Obligors further acknowledge and agree that the Debt remains outstanding
              and unpaid, is due and payable in full without offset, deduction or
              counterclaim of any kind, and is subject to increase or adjustment
              as a
              result of any interest, fees and other charges of any kind, including,
              without limitation, attorneys’
              fees and costs of collection.

          


    


    	·  	
            New
              Covenants:
              The Loan Documents evidencing the existing Term Loan will be modified
              to
              include the following new or revised
              covenants:

          


    


    


    Perfection
      of Security Interest in Depository Accounts.
      Customer
      agrees and understands that it shall furnish or cause to be furnished to MLBFS:
      (i) Financial Assets Security Agreement (the “FASA”)
      and
      (ii) Deposit Account Control Agreement, giving MLBFS a first position security
      lien on any depository account held in the name of the Customer that are held
      outside of MLPF&S, including but limited to JP Morgan Chase Bank, N.A.
      commercial checking account No. 000-000-023-956-267 and Bank of America, N.A.
      checking account No. 0047-7456-8780. Both JP Morgan Chase Bank, N.A. and Bank
      of
      America, N.A. will be required to sign a Deposit Account Control Agreement
      that
      is in a form and substance acceptable to MLBFS in its sole
      discretion.

    


    Collateral
      Appraisal and Inspection.
      The
      customer shall agree that MLBFS shall retain the right, but not the obligation,
      to inspect the Collateral and/or retain the services of a third party firm
      (said
      third party (firm(s) shall be selected by MLBFS in its sole and absolute
      discretion) for the purpose of conducting a field examination and/or an
      appraisal of the Collateral. Customer understand and unconditionally agree
      that
      any such inspection, field examination, or appraisal of the Collateral shall
      be
      for the sole benefit of MLBFS, and MLBFS shall not be obligated to provide
      the
      Customer with any information regarding said inspections, field examinations,
      or
      appraisals. Furthermore, the Customer agrees and understands that the Customer
      shall be solely responsible for the cost of conducting said field examination
      and/or appraisal of the Collateral (the “Appraisal
      Expense”).
      The
      Customer agrees to immediately reimburse MLBFS for the Appraisal Expense. The
      Customer shall agree that MLBFS (and/or its authorized representatives) shall
      be
      given full access to the Customer’s
      properties (both real and personal), operations, location(s) of Tangible
      Collateral, and books & records, provided that MLBFS has given the Customer
      three days prior written notice. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Please
      note that this letter is not a commitment by MLBFS, but rather a proposal to
      proceed with a formal credit review.
      You can
      expect a final answer in approximately 10-15 business days from receipt of
      Customer’s
      acceptance of this letter and the following additional information:

    


    	(A)  	
            An
              Accounts Receivable Aging for the Period Ended March 31,
              2006

          


    


    	(B)  	
            An
              Accounts Payable Aging for the Period Ended March 31,
              2006

          


    


    	(C)  	
            An
              Inventory Report dated March 31, 2006

          


    


    	(D)  	
            A
              current Personal Financial Statement for Doug
              Dixon

          


    


    	(E)  	
            A
              good faith payment in the amount of
              $24,957.95.

          


    


    Additional
      information and/or different terms and conditions may be required by
      MLBFS’
      Credit
      Department, but will only be binding upon Customer with Customer’s
      approval. Of course, any final approval will be subject to customary funding
      conditions applicable to the proposed Term Loan, including receipt of
      documentation and assurances satisfactory to MLBFS and its continuing
      satisfaction with the financial and business condition of Customer and each
      Guarantor.

    


    Please
      indicate Customer’s
      acceptance of this proposal on a copy of this letter in the space set forth
      below, and return said copy to me within 5
      days
      from the date hereof, the date upon which this proposal will expire.


    


    If
      you
      have any questions, please do not hesitate to call.

    


    Very
      truly yours,

    
      	 	 	 
	
              MERRILL
                LYNCH BUSINESS FINANCIAL SERVICES INC.

            	 
	 
By: 
              /s/ Martin Aguilera   	 
 	 
 
	
              
                

              

              Martin
                Aguilera

              Special
                Accounts Supervisor

            	
               

            	 


    

     

    
      	ACCEPTED	 	 
	 	 
	
              ASPECT
                SYSTEMS, INC.

By:  /s/ G. Dennis
              Key	 
 	 
 
	
              
                

              

              G.
                Dennis Key

              President

            	  	 
	 	
            
	 	 
	By:  /s/ Doug Dixon	 
	
              
                

              
             
              DOUG DIXON