EXHIBIT
      10.5

     

    GUARANTY
      AGREEMENT (as amended, restated, supplemented or otherwise modified, this
“Guaranty”
or
      this
“Agreement”),
      dated
      as of December 21, 2007, is made by AFTERSOFT NETWORK N.A., INC., a Delaware
      corporation, MAM SOFTWARE LTD., a limited liability company formed under the
      laws of England and Wales, AFTERSOFT GROUP (UK) LTD., a limited liability
      company formed under the laws of England and Wales, AFS WAREHOUSE DISTRIBUTION
      MANAGEMENT, INC., a Delaware corporation, AFS TIRE MANAGEMENT, INC., a Delaware
      corporation, and AFS AUTOSERVICE INC., a Delaware corporation (each a
“Guarantor”
and
      collectively the “Guarantors”),
      in
      favor of COMVEST CAPITAL, LLC, a Delaware limited liability company (the
“Lender”).

     

    STATEMENT
      OF PURPOSE

     

    Pursuant
      to the terms of the Revolving Credit and Term Loan Agreement of even date
      herewith by and between Aftersoft Group, Inc. (the “Borrower”)
      and
      the Lender (as same may be amended, modified, supplemented and/or restated
      from
      time to time, the “Loan
      Agreement”),
      the
      Lender has agreed to make Loans to the Borrower in the principal amount of
      up to
      $6,000,000 at any time outstanding, upon the terms and subject to the conditions
      set forth therein.

     

    Each
      of
      the Guarantors is a direct Wholly-Owned Subsidiary of the Borrower.

     

    The
      Borrower and the Guarantors, though separate legal entities, comprise one
      integrated financial enterprise, and the Loans will inure, directly or
      indirectly, to the benefit of each of the Guarantors.

     

    It
      is a
      condition precedent to the obligation of the Lender to make the Loans under
      the
      Loan Agreement that the Guarantors shall have executed and delivered this
      Guaranty to the Lender.

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged by the parties hereto, and to induce the Lender
      to
      enter into the Loan Agreement and to make the Loans thereunder, the Guarantors
      hereby agree with the Lender as follows:

     

    ARTICLE
      I

     

    DEFINED
      TERMS

     

    SECTION
      1.1 Definitions.
      The
      following terms when used in this Guaranty shall have the meanings assigned
      to
      them below:

     

    “Additional
      Guarantor”
means
      each direct or indirect Subsidiary of the Borrower which hereafter becomes
      a
      Guarantor pursuant to Section
      4.17
      hereof
      and Section
      5.11
      of the
      Loan Agreement.

     

    “Applicable
      Insolvency Laws”
means
      all Applicable Laws governing bankruptcy, reorganization, arrangement,
      adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent
      transfers or conveyances or other similar laws (including, without limitation,
      11 U.S.C. Sections 544, 547, 548 and 550 and other “avoidance” provisions
      of Title 11 of the United States Code, as amended or supplemented).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Guaranteed
      Obligations”
has
      the
      meaning set forth in Section
      2.1.

     

    “Guaranty”
means
      this Guaranty Agreement, as amended, modified, supplemented and/or restated
      from
      time to time.

     

    SECTION
      1.2 Other
      Definitional Provisions.
      Capitalized terms used and not otherwise defined in this Guaranty, including
      the
      preambles and recitals hereof, shall have the meanings ascribed to them in
      the
      Loan Agreement. In the event of a conflict between capitalized terms defined
      herein and in the Loan Agreement, the Loan Agreement shall control. The words
      “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when
      used in this Guaranty shall refer to this Guaranty as a whole and not to any
      particular provision of this Guaranty, and Section references are to this
      Guaranty unless otherwise specified. The meanings given to terms defined herein
      shall be equally applicable to both the singular and plural forms of such terms.
      Where the context requires, terms relating to the Collateral or any part
      thereof, when used in relation to a Guarantor, shall refer to such Guarantor’s
      Collateral or the relevant part thereof. The word “including” and words of
      similar import when used in this Agreement shall mean “including, without
      limitation,” unless otherwise specified.

     

    ARTICLE
      II

     

    GUARANTY

     

    SECTION
      2.1 Guaranty.
      Each
      Guarantor hereby, jointly and severally with the other Guarantors,
      unconditionally guarantees to the Lender and its successors, endorsees,
      transferees and assigns, the prompt payment and performance of all Obligations
      of the Borrower, whether primary or secondary (whether by way of endorsement
      or
      otherwise), whether now existing or hereafter arising, whether or not from
      time
      to time reduced or extinguished (except by payment thereof) or hereafter
      increased or incurred, whether enforceable or unenforceable as against the
      Borrower, whether or not discharged, stayed or otherwise affected by any
      Applicable Insolvency Law or proceeding thereunder, whether matured or
      unmatured, whether joint or several, as and when the same become due and payable
      (whether at maturity or earlier, by reason of acceleration, mandatory repayment
      or otherwise), in accordance with the terms of the agreements and instruments
      evidencing such Obligations, including all renewals, extensions or modifications
      thereof (all such Obligations of the Borrower being hereafter collectively
      referred to as the “Guaranteed
      Obligations”).

     

    SECTION
      2.2 Bankruptcy
      Limitations on Guarantors.
      Notwithstanding anything to the contrary contained in Section
      2.1,
      it is
      the intention of each Guarantor and the Lender that, in any proceeding involving
      the bankruptcy, reorganization, arrangement, adjustment of debts, relief of
      debtors, dissolution or insolvency or any similar proceeding with respect to
      any
      Guarantor or its assets, the amount of such Guarantor’s obligations with respect
      to the Guaranteed Obligations shall be equal to, but not in excess of, the
      maximum amount thereof not subject to avoidance or recovery by operation of
      Applicable Insolvency Laws after giving effect to Section
      2.3.
      To that
      end, but only in the event and to the extent that after giving effect to
Section
      2.3
      such
      Guarantor’s obligations with respect to the Guaranteed Obligations or any
      payment made pursuant to such Guaranteed Obligations would, but for the
      operation of the first sentence of this Section
      2.2,
      be
      subject to avoidance or recovery in any such proceeding under Applicable
      Insolvency Laws after giving effect to Section
      2.3,
      the
      amount of such Guarantor’s obligations with respect to the Guaranteed
      Obligations shall be limited to the largest amount which, after giving effect
      thereto, would not, under Applicable Insolvency Laws, render such Guarantor’s
      obligations with respect to the Guaranteed Obligations unenforceable or
      avoidable or otherwise subject to recovery under Applicable Insolvency Laws.
      To
      the extent any payment actually made pursuant to the Guaranteed Obligations
      exceeds the limitation of the first sentence of this Section
      2.2
      and is
      otherwise subject to avoidance and recovery in any such proceeding under
      Applicable Insolvency Laws, the amount subject to avoidance shall in all events
      be limited to the amount by which such actual payment exceeds such limitation
      and the Guaranteed Obligations as limited by the first sentence of this
Section
      2.2
      shall in
      all events remain in full force and effect and be fully enforceable against
      such
      Guarantor. The first sentence of this Section 2.2 is intended solely to preserve
      the rights of the Lender hereunder against such Guarantor in such proceeding
      to
      the maximum extent permitted by Applicable Insolvency Laws and neither such
      Guarantor, the Borrower, any other Guarantor nor any other Person shall have
      any
      right or claim under such sentence that would not otherwise be available under
      Applicable Insolvency Laws in such proceeding.

     

    
      
         

      

      
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    SECTION
      2.3 Agreements
      for Contribution.

     

    (a) To
      the
      extent that any Guarantor is required, by reason of its obligations hereunder,
      to pay to the Lender an amount greater than the amount of value (as determined
      in accordance with Applicable Insolvency Laws) actually made available to or
      for
      the benefit of such Guarantor on account of the Loan Agreement, this Guaranty
      or
      any other Loan Document, such Guarantor shall have an enforceable right of
      contribution against the remaining Guarantors, and the remaining Guarantors
      shall be jointly and severally liable for repayment of the full amount of such
      excess payment. Subject only to the subordination provided in Section
      2.3(d),
      such
      Guarantor further shall be subrogated to any and all rights of the Lender
      against the Borrower and the remaining Guarantors to the extent of such excess
      payment.

     

    (b) To
      the
      extent that any Guarantor would, but for the operation of this Section 2.3
      and by
      reason of its obligations hereunder or its obligations to other Guarantors
      under
      this Section
      2.3,
      be
      rendered insolvent for any purpose under Applicable Insolvency Laws, each of
      the
      Guarantors hereby agrees to indemnify such Guarantor and commits to make a
      contribution to such Guarantor’s capital in an amount at least equal to the
      amount necessary to prevent such Guarantor from having been rendered insolvent
      by reason of the incurrence of any such obligations.

     

    (c) To
      the
      extent that any Guarantor would, but for the operation of this Section 2.3,
      be
      rendered insolvent under any Applicable Insolvency Law by reason of its
      incurring of obligations to any other Guarantor under the foregoing Sections
      2.3(a)
      and
(b),
      such
      Guarantor shall, in turn, have rights of contribution to the full extent
      provided in the foregoing Sections
      2.3(a)
      and
(b)
      against
      the remaining Guarantors, such that all obligations of all of the Guarantors
      hereunder and under this Section 2.3
      shall be
      allocated in a manner such that no Guarantor shall be rendered insolvent for
      any
      purpose under Applicable Insolvency Law by reason of its incurrence of such
      obligations.

     

    
      
         

      

      
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    (d) Notwithstanding
      any payment or payments by any of the Guarantors hereunder, or any set-off
      or
      application of funds of any of the Guarantors by the Lender, or the receipt
      of
      any amounts by the Lender with respect to any of the Guaranteed Obligations,
      none of the Guarantors shall be entitled to be subrogated to any of the rights
      of the Lender against the Borrower or the other Guarantors or against any
      collateral security held by the Lender for the payment of the Guaranteed
      Obligations, nor shall any of the Guarantors seek any reimbursement from the
      Borrower or any of the other Guarantors in respect of payments made by such
      Guarantor in connection with the Guaranteed Obligations, until all amounts
      owing
      to the Lender on account of the Guaranteed Obligations are paid in full and
      the
      Revolving Credit Commitment has been terminated. If any amount shall be paid
      to
      any Guarantor on account of such subrogation rights at any time when all of
      the
      Guaranteed Obligations shall not have been paid in full or the Revolving Credit
      Commitment has not terminated, such amount shall be held by such Guarantor
      in
      trust for the benefit of the Lender, segregated from other funds of such
      Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
      to the Lender in the exact form received by such Guarantor (duly endorsed by
      such Guarantor to the Lender, if required) to be applied against the Guaranteed
      Obligations, whether matured or unmatured, in the order set forth in the Loan
      Agreement.

     

    SECTION
      2.4 Nature
      of Guaranty.

     

    (a) Each
      Guarantor agrees that this Guaranty is a continuing, unconditional guaranty
      of
      payment and performance and not of collection, and that its obligations under
      this Guaranty shall be primary, absolute and unconditional, irrespective of,
      and
      unaffected by:

     

    (i) the
      genuineness, validity, regularity, enforceability or any future amendment of,
      or
      change in, the Loan Agreement or any other Loan Document or any other agreement,
      document or instrument to which the Borrower or any Subsidiary is or may become
      a party;

     

    (ii) the
      absence of any action to enforce this Guaranty, the Loan Agreement or any other
      Loan Document or the waiver or consent by the Lender with respect to any of
      the
      provisions of this Guaranty, the Loan Agreement or any other Loan
      Document;

     

    (iii) the
      existence, value or condition of, or failure to perfect any Lien against, any
      security for or other guaranty of the Guaranteed Obligations or any action,
      or
      the absence of any action, by the Lender in respect of such security or guaranty
      (including, without limitation, the release of any such security or guaranty);
      or

     

    (iv) any
      other
      action or circumstances which might otherwise constitute a legal or equitable
      discharge or defense of a surety or guarantor;

     

    it
      being
      agreed by each Guarantor that, subject to the first sentence of Section
      2.2,
      its
      obligations under this Guaranty shall not be discharged until the final
      indefeasible payment and performance, in full, of the Guaranteed
      Obligations.

     

    
      
         

      

      
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    (b) Each
      Guarantor represents, warrants and agrees that its obligations under this
      Guaranty are not and shall not be subject to any counterclaims, offsets or
      defenses of any kind against the Lender or the Borrower, whether now existing
      or
      which may arise in the future.

     

    (c) Each
      Guarantor hereby agrees and acknowledges that the
      Guaranteed Obligations, and any of them, shall conclusively be deemed to have
      been created, contracted or incurred, or renewed, extended, amended or waived,
      in reliance upon this Guaranty, and all dealings between the Borrower and any
      of
      the Guarantors, on the one hand, and the Lender, on the other hand, likewise
      shall be conclusively presumed to have been had or consummated in reliance
      upon
      this Guaranty.

     

    SECTION
      2.5 Waivers.
      To the
      extent permitted by law, each Guarantor expressly waives all of the following
      rights and defenses (and agrees not to take advantage of or assert any such
      right or defense):

     

    (a) any
      rights it may now or in the future have under any statute, or at law or in
      equity, or otherwise, to compel the Lender to proceed in respect of the
      Obligations against the Borrower or any other Person or against any security
      for
      or other guaranty of the payment and performance of the Guaranteed Obligations
      before proceeding against, or as a condition to proceeding against, such
      Guarantor;

     

    (b) any
      defense based upon the failure of the Lender to commence an action in respect
      of
      the Guaranteed Obligations against the Borrower, such Guarantor, any other
      guarantor or any other Person or any security for the payment and performance
      of
      the Guaranteed Obligations;

     

    (c) any
      right
      to insist upon, plead or in any manner whatever claim or take the benefit or
      advantage of, any appraisal, valuation, stay, extension, marshalling of assets
      or redemption laws, or exemption, whether now or at any time hereafter in force,
      which may delay, prevent or otherwise affect the performance by such Guarantor
      of its obligations under, or the enforcement by the Lender of this
      Guaranty;

     

    (d) any
      right
      of diligence, presentment, demand, protest and notice (except as specifically
      required herein) of whatever kind or nature with respect to any of the
      Guaranteed Obligations and waives, to the extent permitted by Applicable Law,
      the benefit of all provisions of law which are or might be in conflict with
      the
      terms of this Guaranty; and

     

    (e) any
      and
      all right to notice of the creation, renewal, extension or accrual of any of
      the
      Obligations and notice of or proof of reliance by the Lender upon, or acceptance
      of, this Guaranty.

     

    Each
      Guarantor agrees that any notice or directive given at any time to the Lender
      which is inconsistent with any of the foregoing waivers shall be null and void
      and may be ignored by the Lender, and, in addition, may not be pleaded or
      introduced as evidence in any litigation relating to this Guaranty for the
      reason that such pleading or introduction would be at variance with the written
      terms of this Guaranty, unless the Lender has specifically agreed otherwise
      in
      writing. The foregoing waivers are of the essence of the transaction
      contemplated by the Loan Agreement and the other Loan Documents and, but for
      this Guaranty and such waivers, the Lender would decline to enter into the
      Loan
      Agreement and the other Loan Documents.

     

    
      
         

      

      
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    SECTION
      2.6 Modification
      of Loan Documents, etc.
      The
      Lender shall not incur any liability to any Guarantor as a result of any of
      the
      following, and none of the following shall impair, limit or release this
      Guaranty or any of the obligations of any Guarantor under this
      Guaranty:

     

    (a) any
      change or extension of the manner, place or terms of payment of, or renewal
      or
      alteration of all or any portion of, the Guaranteed Obligations;

     

    (b) any
      action under or in respect of the Loan Agreement or the other Loan Documents
      in
      the exercise of any remedy, power or privilege contained therein or available
      to
      any of them at law, in equity or otherwise, or waiver or refrain from exercising
      any such remedies, powers or privileges;

     

    (c) any
      amendment or modification, in any manner whatsoever, of the Loan
      Documents;

     

    (d) any
      extension or waiver of the time for performance by any Guarantor, any other
      guarantor, the Borrower or any other Person, or compliance with, any term,
      covenant or agreement on its part to be performed or observed under a Loan
      Document, or waiver of such performance or compliance or consent to a failure
      of, or departure from, such performance or compliance;

     

    (e) the
      taking and holding security or Collateral for the payment of the Obligations
      or
      the sale, exchange, release, disposal of, or other dealing with, any property
      pledged, mortgaged or conveyed, or in which the Lender has been granted a Lien,
      to secure any indebtedness of any Guarantor, any other guarantor or the Borrower
      to the Lender;

     

    (f) the
      release of anyone who may be liable in any manner for the payment of any amounts
      owed by any Guarantor, any other guarantor or the Borrower to the Lender;
      or

     

    (g) any
      modification or termination of any intercreditor or subordination agreement
      pursuant to which claims of other creditors of any Guarantor, any other
      guarantor or the Borrower are subordinated to the claims of the
      Lender.

     

    SECTION
      2.7 Demand
      by the Lender.
      In
      addition to the terms set forth in this Article II and in no manner imposing
      any
      limitation on such terms, if all or any portion of the then outstanding
      Guaranteed Obligations are declared to be immediately due and payable, then
      the
      Guarantors shall, upon demand in writing therefor by the Lender to the
      Guarantors, pay all or such portion of the outstanding Guaranteed Obligations
      then due and payable or declared due and payable.

     

    SECTION
      2.8 Remedies.
      Upon
      the occurrence and during the continuance of any Event of Default, the Lender
      may enforce against the Guarantors their respective obligations and liabilities
      hereunder and exercise such other rights and remedies as may be available to
      the
      Lender hereunder, under the Loan Agreement or the other Loan Documents or
      otherwise.

     

    
      
         

      

      
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    SECTION
      2.9 Benefits
      of Guaranty.
      The
      provisions of this Guaranty are for the benefit of the Lender and its
      successors, transferees, endorsees and assigns, and nothing herein contained
      shall impair, as between the Borrower and the Lender, the obligations of the
      Borrower under the Loan Documents. In the event that all or any part of the
      Obligations are transferred, endorsed or assigned by the Lender to any Person
      or
      Persons as permitted under the Loan Agreement, any reference to a “Lender”
herein shall be deemed to refer similarly and ratably to such Person or
      Persons.

     

    SECTION
      2.10 Termination;
      Reinstatement.

     

    (a) Subject
      to Section
      2.10(c)
      below,
      this Guaranty shall remain in full force and effect until all the Guaranteed
      Obligations shall have been indefeasibly paid in full.

     

    (b) No
      payment made by the Borrower, any Guarantor, or any other Person received or
      collected by the Lender from the Borrower, any Guarantor, or any other Person
      by
      virtue of any action or proceeding or any set-off or appropriation or
      application at any time or from time to time in reduction of or in payment
      of
      the Guaranteed Obligations shall be deemed to modify, reduce, release or
      otherwise affect the liability of any Guarantor hereunder which shall,
      notwithstanding any such payment (other than any payment made by such Guarantor
      in respect of the obligations of the Guarantors or any payment received or
      collected from such Guarantor in respect of the obligations of the Guarantors),
      remain liable for the obligations of the Guarantors up
      to the
      maximum liability of such Guarantor hereunder until the Guaranteed Obligations
      shall have been indefeasibly paid in full.

     

    (c) Each
      Guarantor agrees that, if any payment made by the Borrower or any other Person
      applied to the Obligations is at any time annulled, set aside, rescinded,
      invalidated, declared to be fraudulent or preferential or otherwise required
      to
      be refunded or repaid, or the proceeds of any Collateral are required to be
      refunded by the Lender to the Borrower, its estate, trustee, receiver or any
      other Person, including, without limitation, any Guarantor,
      under any Applicable Law or equitable cause, then, to the extent of such payment
      or repayment, each Guarantor’s liability hereunder (and any Lien or Collateral
      securing such liability) shall be and remain in full force and effect, as fully
      as if such payment had never been made, and, if prior thereto, this Guaranty
      shall have been canceled or surrendered (and if any Lien or Collateral securing
      such Guarantor’s liability hereunder shall have been released or terminated by
      virtue of such cancellation or surrender), this Guaranty (and such Lien or
      Collateral) shall be reinstated in full force and effect, and such prior
      cancellation or surrender shall not diminish, release, discharge, impair or
      otherwise affect the obligations of such Guarantor in respect of the amount
      of
      such payment (or any Lien or Collateral securing such obligation).

     

    SECTION
      2.11 Payments.
      Payments by the Guarantors shall be made to the Lender, to be credited and
      applied to the Guaranteed Obligations in accordance with the Loan Agreement,
      in
      immediately available Dollars to the account designated by the
      Lender.

     

    
      
         

      

      
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    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    To
      induce
      the Lender to make the Loans, each Guarantor hereby represents and warrants
      that:

     

    SECTION
      3.1 Existence.
      Such
      Guarantor is duly organized, validly existing and in good standing under the
      laws of the jurisdiction of its incorporation or formation, has the requisite
      power and authority to own, lease and operate its properties and to carry on
      its
      business as now being and hereafter proposed to be conducted and is duly
      qualified and authorized to do business in each jurisdiction in which the
      character of its properties or the nature of its business requires such
      qualification and authorization and the failure to be so qualified would have
      a
      Material Adverse Effect.

     

    SECTION
      3.2 Authorization
      of Agreement; Enforceability.
      Such
      Guarantor has the right, power and authority to execute, deliver and perform
      this Guaranty and has taken all necessary corporate or other organizational
      action to authorize its execution, delivery and performance of this Guaranty.
      This Guaranty has been duly executed and delivered by the duly authorized
      officers of such Guarantor and this Guaranty constitutes the legal, valid and
      binding obligation of such Guarantor enforceable against such Guarantor in
      accordance with its terms, except as such enforcement may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar state or federal
      debtor relief laws from time to time in effect which affect the enforcement
      of
      creditors’ rights in general and the availability of equitable
      remedies.

     

    SECTION
      3.3 No
      Conflict; Consents.
      The
      execution, delivery and performance by such Guarantor of this Guaranty will
      not,
      by the passage of time, the giving of notice or otherwise, violate any material
      provision of any Applicable Law or contractual obligation of such Guarantor
      and
      will not result in the creation or imposition of any Lien upon or with respect
      to any property or revenues of such Guarantor. No consent or
      authorization of, filing with, or other act by or in respect of, any arbitrator
      or governmental authority and no consent of any other Person (including, without
      limitation, any stockholder or creditor of such Guarantor), is required in
      connection with the execution, delivery, performance, validity or enforceability
      of this Guaranty.

     

    SECTION
      3.4 Litigation.
      No
      actions, suits or proceedings before any arbitrator or governmental authority
      are pending or, to the Knowledge of such Guarantor, threatened by or against
      such Guarantor or against any of its properties with respect to this Guaranty
      or
      any of the transactions contemplated hereby.

     

    SECTION
      3.5 Title
      to Assets.
      Such
      Guarantor has a valid ownership or leasehold interest in any and all real
      property owned or occupied by it, and has good title to all of its personal
      property sufficient to carry on its business free of any and all Liens of any
      type whatsoever, except Permitted Liens.

     

    SECTION
      3.6 Solvency.
      As of
      the Closing Date (or such later date upon which such Guarantor became a party
      hereto), such Guarantor (i) has capital sufficient to carry on its business
      and
      transactions and all business and transactions in which it engages and is able
      to pay its debts as they mature, (ii) owns property having a value, both at
      fair
      valuation on a going concern basis, and at present fair saleable value on a
      going concern basis, greater than the amount required to pay its probable
      liabilities (including contingencies), and (iii) does not believe that it will
      incur debts or liabilities beyond its ability to pay such debts or liabilities
      as they mature, subject in each case to the first sentence of Section
      2.2.

     

    
      
         

      

      
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    ARTICLE
      IV

     

    MISCELLANEOUS

     

    SECTION
      4.1 Amendments
      in Writing.
      None of
      the terms or provisions of this Guaranty may be waived, amended, supplemented
      or
      otherwise modified except in accordance with Section
      9.04
      of the
      Loan Agreement.

     

    SECTION
      4.2 Notices.
      All
      notices and communications hereunder shall be given to the addresses and
      otherwise made in accordance with Section
      9.06
      of the
      Loan Agreement; provided that notices and communications to the Guarantors
      shall
      be directed to the Guarantors at the address of the Borrower set forth in
Section
      9.06 of
      the
      Loan Agreement.

     

    SECTION
      4.3 Enforcement
      Expenses, Indemnification.

     

    (a) Each
      Guarantor agrees to pay or reimburse the Lender on written demand for all its
      reasonable costs and expenses incurred in connection with enforcing or
      preserving any rights under this Guaranty and the other Loan Documents to which
      such Guarantor is a party, including, without limitation, the reasonable fees
      and disbursements of counsel (including the allocated fees and expenses of
      in-house counsel) to the Lender.

     

    (b) Each
      Guarantor agrees to pay, and to save the Lender harmless from, any and all
      liabilities with respect to, or resulting from any delay in paying, any and
      all
      stamp, excise, sales or other taxes which may be payable or determined to be
      payable with respect to any of the Collateral or in connection with any of
      the
      transactions contemplated by this Guaranty.

     

    (c) Each
      Guarantor agrees to pay, and to save the Lender harmless from, any and all
      liabilities, obligations, losses, damages, penalties, costs and expenses in
      connection with actions, judgments, suits, costs, expenses or disbursements
      of
      any kind or nature whatsoever with respect to the execution, delivery,
      enforcement, performance and administration of this Guaranty to the extent
      the
      Borrower would be required to do so pursuant to the Loan Agreement and/or the
      Collateral Agreement.

     

    (d) The
      agreements in this Section
      4.3
      shall
      survive repayment of the Obligations and all other amounts payable under the
      Loan Agreement and the other Loan Documents.

     

    SECTION
      4.4 Governing
      Law.
      This
      Guaranty shall be governed by, and construed and interpreted in accordance
      with,
      the laws of the State of New York, without giving effect to principles of
      conflicts of laws.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    SECTION
      4.5 Consent
      to Jurisdiction and Venue.

     

    (a) Each
      Guarantor (and, by its acceptance of this Agreement, the Lender) hereby
      irrevocably consents to the non-exclusive personal jurisdiction of all state
      and
      federal courts located in New York, New York (and any courts from which an
      appeal from any of such courts must or may be taken) in any action, claim or
      other proceeding arising out of any dispute in connection with this Agreement
      and the other Loan Documents, any rights or obligations hereunder or thereunder,
      or the performance of such rights and obligations. Each Guarantor hereby
      irrevocably consents to the service of a summons and complaint and other process
      in any action, claim or proceeding brought by the Lender in connection with
      this
      Agreement or the other Loan Documents, any rights or obligations hereunder
      or
      thereunder, or the performance of such rights and obligations, on behalf of
      itself or its property, by registered or certified mail, return receipt
      requested, and otherwise in the manner specified in Section
      9.06
      of the
      Loan Agreement. Nothing in this Section
      4.5
      shall
      affect the right of the Lender to serve legal process in any other manner
      permitted by Applicable Law or affect the right of the Lender to bring any
      action or proceeding against any Guarantor or its properties in the courts
      of
      any other jurisdictions.

     

    (b) The
      Guarantors hereby irrevocably waive any objection each may have now or in the
      future to the laying of venue in the aforesaid jurisdiction in any action,
      claim
      or other proceeding arising out of or in connection with this Guaranty, any
      other Loan Document or the rights and obligations of the parties hereunder
      or
      thereunder. The Guarantors irrevocably waive, in connection with such action,
      claim or proceeding, any plea or claim that the action, claim or proceeding
      has
      been brought in an inconvenient forum.

     

    SECTION
      4.6 Preservation
      of Remedies, Damages.

     

    (a) Preservation
      of Certain Remedies.
      The
      parties hereto and the other Loan Documents preserve, without diminution,
      certain remedies that such Persons may employ or exercise freely, either alone,
      in conjunction with or during a dispute. Each such Person shall have and hereby
      reserves the right to proceed in any court of proper jurisdiction or by
      self-help to exercise or prosecute the following remedies, as applicable: (i)
      all rights to foreclose against any real or personal property or other security
      by exercising a power of sale granted in the Loan Documents or under Applicable
      Law or by judicial foreclosure and sale, including a proceeding to confirm
      the
      sale, (ii) all rights of self-help including peaceful occupation of property
      and
      collection of rents, set-off, and peaceful possession of property, and (iii)
      obtaining provisional or ancillary remedies including injunctive relief,
      sequestration, garnishment, attachment, appointment of receiver and in filing
      an
      involuntary bankruptcy proceeding. Preservation of these remedies does not
      limit
      the power of an arbitrator to grant similar remedies that may be requested
      by a
      party in a dispute.

     

    (b) No
      Punitive/Exemplary Damages.
      The
      Lender and each Guarantor hereby agree that no such Person shall have a remedy
      of punitive or exemplary damages against any other party to a Loan Document
      and
      each such Person hereby waives any right or claim to punitive or exemplary
      damages that it may now have or may arise in the future in connection with
      any
      dispute hereunder or under any other Loan Document, whether such dispute is
      resolved through arbitration or judicially.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    SECTION
      4.7 Waiver
      of Jury Trial.
      TO
      THE EXTENT PERMITTED BY APPLICABLE LAW, THE LENDER AND EACH GUARANTOR HEREBY
      IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY
      ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION
      WITH
      THIS GUARANTY, THE NOTE OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS
      HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND
      OBLIGATIONS.

     

    SECTION
      4.8 No
      Waiver by Course of Conduct, Cumulative Remedies.
      The
      Lender shall not by any act (except by a written instrument pursuant to
Section 4.1),
      delay,
      indulgence, omission or otherwise be deemed to have waived any right or remedy
      hereunder or to have acquiesced in any Default or Event of Default. No failure
      to exercise, nor any delay in exercising on the part of the Lender, any right,
      power or privilege hereunder shall operate as a waiver thereof. No single or
      partial exercise of any right, power or privilege hereunder shall preclude
      any
      other or further exercise thereof or the exercise of any other right, power
      or
      privilege. A waiver by the Lender of any right or remedy hereunder on any one
      occasion shall not be construed as a bar to any right or remedy which the Lender
      would otherwise have on any future occasion. The rights and remedies herein
      provided are cumulative, may be exercised singly or concurrently and are not
      exclusive of any other rights or remedies provided by law.

     

    SECTION
      4.9 Successors
      and Assigns.
      This
      Guaranty shall be binding upon and shall inure to the benefit of each Guarantor
      (and shall bind all Persons who become bound as a Guarantor under this
      Guaranty), the Lender and their successors and assigns; provided
      that no
      Guarantor may assign, transfer or delegate any of its rights or obligations
      under this Guaranty without the prior written consent of all holders of
      Obligations.

     

    SECTION
      4.10 Severability.
      If any
      provision hereof is held by a court of competent jurisdiction to be invalid
      or
      unenforceable in any jurisdiction, then, to the fullest extent permitted by
      law,
(a)
      the other provisions hereof shall remain in full force and effect in such
      jurisdiction and shall be liberally construed in favor of the Lender in order
      to
      carry out the intentions of the parties hereto as nearly as may be possible;
      and
      (b) the invalidity or unenforceability of any provisions hereof in any
      jurisdiction shall not affect the validity or enforceability of such provision
      in any other jurisdiction.

     

    SECTION
      4.11 Headings.
      The
      various section headings used in this Guaranty are for convenience of reference
      only and shall not affect the meaning or interpretation of this Guaranty or
      any
      provisions hereof.

     

    SECTION
      4.12 Counterparts.
      This
      Guaranty may be executed by the parties hereto in several counterparts, each
      of
      which shall be deemed to be an original and all of which shall constitute
      together but one and the same agreement.

     

    SECTION
      4.13 Set-Off.
      Each
      Guarantor hereby irrevocably authorizes the Lender, at any time and from time
      to
      time during the continuance of an Event of Default, without notice to such
      Guarantor or any other Guarantor, any such notice being expressly waived by
      each
      Guarantor, to set off and appropriate and apply any and all deposits (general
      or
      special, time or demand, provisional or final), in any currency, and any other
      credits, indebtedness or claims, in any currency, in each case whether direct
      or
      indirect, absolute or contingent, matured or unmatured, at any time held or
      owing by the Lender (or any agent of the Lender) to or for the credit or the
      account of such Guarantor, or any part thereof, in such amounts as the Lender
      may elect, against and on account of the obligations and liabilities of such
      Guarantor to the Lender hereunder, as the Lender may elect, whether or not
      the
      Lender has made any demand for payment. The Lender shall notify such Guarantor
      promptly of any such set-off and the application made by the Lender of the
      proceeds thereof; provided
      that the
      failure to give such notice shall not affect the validity of such set-off and
      application. The rights of the Lender under this Section 4.13 are in addition
      to
      other rights and remedies (including, without limitation, other rights of
      set-off) which the Lender may have.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    SECTION
      4.14 Integration.
      This
      Guaranty and the other Loan Documents represent the agreement of the Guarantors
      and the Lender with respect to the subject matter hereof and thereof, and there
      are no promises, undertakings, representations or warranties by the Lender
      relative to subject matter hereof and thereof not expressly set forth or
      referred to herein or in the other Loan Documents.

     

    SECTION
      4.15 Acknowledgements.
      Each
      Guarantor hereby acknowledges that:

     

    (a) it
      has
      been advised by counsel in the negotiation, execution and delivery of this
      Guaranty and the other Loan Documents to which it is a party;

     

    (b) the
      Lender as such has no fiduciary relationship with or duty to any Guarantor
      arising out of or in connection with this Guaranty or any of the other Loan
      Documents, and the relationship between the Guarantors, on the one hand, and
      the
      Lender as such, on the other hand, in connection herewith or therewith is solely
      that of debtor and creditor; and

     

    (c) no
      joint
      venture is created hereby or by the other Loan Documents or otherwise exists
      by
      virtue of the transactions contemplated hereby among the Lender or among the
      Guarantors and the Lender.

     

    SECTION
      4.16 Releases.
      At such
      time as the Guaranteed Obligations shall have been indefeasibly paid in full,
      this Guaranty and all obligations (other than those expressly stated to survive
      such termination) of the Guarantors hereunder shall terminate, all without
      delivery of any instrument or performance of any act by any party.

     

    SECTION
      4.17 Additional
      Guarantors.
      Each
      direct or indirect Subsidiary of the Borrower that is required to become a
      party
      to this Guaranty pursuant to Section 5.11 of the Loan Agreement shall become
      a
      Guarantor for all purposes of this Guaranty upon execution and delivery by
      such
      Subsidiary of a joinder or supplement in form and substance satisfactory to
      the
      Lender.

     

    [Signature
      Page to Follow]

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, each of the Guarantors has executed and delivered this Guaranty
      by its duly authorized officer, all as of the date first set forth
      above.

     

    
      	 	
              AFTERSOFT
                NETWORK N.A., INC.

            
	 	 
	 	
              By:
                

            	
              /s/
                Simon Chadwick

            
	 	 	
              Name: 

            	
              Simon
                Chadwick

            
	 	 	
              Title:
                

            	
              Director

            
	 	 	 	 
	 	 	 	 
	 	
              MAM
                SOFTWARE LTD.

            
	 	 
	 	
              By:
                

            	
              /s/
                Simon Chadwick

            
	 	 	
              Name:
                

            	
              Simon
                Chadwick

            
	 	 	
              Title:
                

            	
              Director

            
	 	 	 	 
	 	 	 	 
	 	
              AFTERSOFT
                GROUP (UK) LTD.

            
	 	 
	 	
              By:
                

            	
              /s/
                Simon Chadwick

            
	 	 	
              Name:
                

            	
              Simon
                Chadwick

            
	 	 	
              Title:
                

            	
              Director

            
	 	 	 	 
	 	 	 	 
	 	
              AFS
                WAREHOUSE DISTRIBUTION MANAGEMENT, INC.

            
	 	 
	 	
              By:
                

            	
              /s/
                Ian Warwick

            
	 	 	
              Name: 

            	
              Ian
                Warwick

            
	 	 	
              Title:
                

            	
              President,
                Director

            
	 	 	 	 
	 	 	 	 
	 	
              AFS
                TIRE MANAGEMENT, INC.

            
	 	 
	 	
              By:
                

            	
              /s/
                Ian Warwick

            
	 	 	
              Name: 

            	
              Ian
                Warwick

            
	 	 	
              Title:
                

            	
              President,
                Director

            
	 	 	 	 
	 	 	 	 
	 	
              AFS
                AUTOSERVICE INC.

            
	 	 
	 	
              By: 

            	
              /s/
                Ian Warwick

            
	 	 	
              Name:
                

            	
              Ian
                Warwick

            
	 	 	
              Title:
                

            	
              President,
                Director

            


    

     

    
      
         

      

      
        13