EXHIBIT
      10.6

     

    FORM
      OF VALIDITY GUARANTY

     

    VALIDITY
      GUARANTY (this “Agreement”)
      is
      made as of the 21st
      day of
      December, 2007, by and among COMVEST CAPITAL, LLC, a Delaware limited liability
      company having offices at One North Clematis, Suite 300, West Palm Beach,
      Florida 33401 (the “Lender”),
      AFTERSOFT GROUP, INC., a Delaware corporation having offices at Regus House,
      Heronsway Chester Business Park, Chester, CH4 9QR United Kingdom (the
“Borrower”),
      and
      _____________, an individual residing at _____________________________ (the
      “Principal”);
      

     

    W I T N E S S E T H 

     

    WHEREAS,
      the Principal is a principal executive officer of the Borrower and its
      Subsidiaries and has extensive familiarity with and primary responsibility
      for
      the management of the Borrower’s and its Subsidiaries’ businesses; and


     

    WHEREAS,
      the Borrower and the Lender are parties to a Revolving Credit and Term Loan
      Agreement of even date herewith (as amended, modified, supplemented and/or
      restated from time to time, the “Loan
      Agreement”);
      and
      capitalized terms not otherwise defined in this Agreement shall have the
      meanings set forth in the Loan Agreement; and

     

    WHEREAS,
      under the Loan Agreement, the Borrower will have the right to borrow certain
      Advances and Loans and incur other Obligations, which will be secured by the
      Collateral as set forth in various Security Documents; and 

     

    WHEREAS,
      it is a condition precedent to the making of the Loans that the Principal and
      the Borrower enter into this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises, and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      and
      intending to be legally bound, the Lender, the Principal and the Borrower hereby
      agree as follows:

     

    1. Recitals.
      The
      parties hereto hereby acknowledge and agree that, to the best of their
      knowledge, the foregoing recitals are true and accurate in each and every
      respect.

     

    2. Assurances
      By Principal.

     

    (a) The
      Principal hereby covenants and agrees for the benefit of the Lender that (i)
      the
      Principal will not intentionally or through conduct constituting gross
      negligence, and (ii) the Borrower will not through intentional acts of the
      Principal or through conduct constituting gross negligence by the Principal:
      (A)
      provide or cause to be provided to the Lender information material to the
      Obligations and/or the Collateral that is inaccurate or misleading in any
      material respect, (B) conceal or cause to be concealed from the Lender any
      information material to the Obligations and/or the Collateral, or (C) make
      any
      representation or warranty in connection with the Loans or the Collateral that
      is false or misleading when made (or, if applicable, when reaffirmed under
      the
      Loan Agreement) in any material respect, or (D) fail or refuse to turn over
      any
      Collateral or proceeds thereof to the Lender as and when required by any Loan
      Document or otherwise take any action that constitutes fraud or conversion
      in
      respect of the Obligations and/or the Collateral.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) If
      there
      occurs a breach or violation of any of the obligations of the Principal in
      Section 2(a) above, the Principal shall unconditionally, without set-off or
      deduction, indemnify, defend and hold the Lender harmless from any and all
      loss
      or damage (including, without limitation, reasonable attorneys’ fees and other
      reasonable expenses and costs) to the extent resulting from such breach or
      violation; provided,
      however,
      that
      the Principal’s aggregate liability hereunder shall not exceed the sum of
      $1,000,000 plus any and all attorneys’ fees and expenses payable by the
      Principal in accordance with Section 3(a) below. The Lender’s books and records
      shall be prima facie
      evidence
      of the amount of any such loss or damage and any related expenses or
      costs.

     

    3. Default;
      Waiver; Etc.

     

    (a) The
      Borrower agrees to pay all of the Lender’s reasonable attorneys’ fees and
      expenses relating to a default by the Principal or the Borrower under this
      Agreement. The Principal agrees to pay all of the Lender’s reasonable attorneys’
fees and expenses relating to a default by the Principal under this
      Agreement.

     

    (b) Neither
      the Lender’s entering into this Agreement, nor any failure or delay on the part
      of the Lender in exercising any right, power, or privilege under this Agreement
      or any other Loan Document shall operate as a waiver thereof, nor shall a single
      or partial exercise thereof preclude any other or further exercise of any other
      right, power or privilege. The Lender’s acceptance of this Agreement shall in no
      way be deemed to obligate the Lender to make any Loans. This Agreement is
      intended solely for the benefit of the Lender, its successors and assigns,
      to be
      used in the exercise of its absolute discretion from time to time, and shall
      not
      be interpreted to place on it directly or indirectly any obligation or duty
      whatsoever to enforce the obligations of the Principal or the Borrower
      hereunder.

     

    4. Termination.
      This
      Agreement shall terminate upon the payment in full of the Obligations and the
      termination or expiration of the Revolving Credit Commitment.

     

    5. Entire
      Agreement.
      The
      Principal, the Borrower and the Lender acknowledge that this written agreement
      and the other Loan Documents represent the final agreement between the parties
      with respect to the specific subject matter hereof, and may not be contradicted
      by evidence of prior, contemporaneous or subsequent oral agreements of the
      parties. There are no unwritten oral agreements between the
      parties.

     

    6. Waivers.
      No
      waiver or amendment shall be deemed to be made by the Lender of any of its
      rights hereunder, unless the same shall be in writing and signed by the Lender,
      and each waiver, if any, shall be a waiver only with respect to the specific
      instance involved and shall in no way impair the rights of the Lender or the
      obligations of the Borrower or the Principal in any other respect at any other
      time.

     

    
      
        
        

      

      
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    7. Notices.
      Any and
      all notices hereunder shall be in writing and addressed to the party to be
      notified at its address first set forth above, or such other address as such
      party may designate for itself by notice. Notice shall be deemed to have been
      duly given (a) when delivered personally or otherwise actually received, (b)
      three (3) Business Days after being sent by overnight delivery service, with
      all
      charges prepaid or billed to the account of the sender, or (c) when sent by
      facsimile with facsimile confirmation of receipt if receipt is during normal
      business hours at the point of receipt (or otherwise on the next succeeding
      Business Day).

     

    8. CONSENT
      TO JURISDICTION; WAIVERS.
      EACH
      PARTY HEREBY AGREES, IN RESPECT OF ANY ACTION OR PROCEEDING RELATING TO THIS
      AGREEMENT, TO THE NON-EXCLUSIVE JURISDICTION OF ANY AND ALL LOCAL, STATE AND/OR
      FEDERAL COURTS SITTING IN THE STATE OF NEW YORK, AND WAIVES ANY OBJECTION WHICH
      SUCH PARTY MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE
      CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT. EACH PARTY HEREBY WAIVES, TO THE
      EXTENT PERMITTED BY LAW, TRIAL BY JURY, AND WAIVES ANY BOND OR SURETY OR
      SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE
      LENDER. 

     

    9. Governing
      Law.
      This
      Agreement shall (irrespective of the place where it is executed and delivered)
      be governed, construed and controlled by and under the laws of the State of
      New
      York (without giving effect to principles of conflicts of laws).

     

    10. Binding
      Effect.
      This
      Agreement shall be binding upon, and shall inure to the benefit of, the parties
      hereto and their respective heirs, executors, administrators, personal
      representatives, successors and assigns; provided,
      that
      neither the Borrower nor the Principal may assign any of their respective
      obligations hereunder without the Lender’s prior written consent.

     

    11. Captions.
      The
      Section titles utilized in this Agreement are for convenience only, and shall
      not affect the construction or interpretation of this Agreement or any of the
      provisions hereof.

     

    12. Counterparts.
      This
      Agreement may be executed in any number of counterparts and by fax signatures,
      each of which shall be deemed to constitute an original, but all of which
      together shall constitute one and the same binding agreement.

     

    13. Severability.
      In the
      event and to the extent that any provision of this Agreement shall be held
      invalid or unenforceable, such invalidity or unenforceability shall not affect
      the validity or enforceability of any other provisions of this Agreement, all
      of
      which shall remain fully enforceable as set forth herein.

     

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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first set forth above.

     

    
      
        	
                COMVEST
                  CAPITAL, LLC

              
	 	 
	
                By:

              	   

	 	
                Gary
                  E. Jaggard

              
	 	
                Managing
                  Director

              
	 	 
	
                AFTERSOFT
                  GROUP, INC.

              
	 	 
	
                By:
                  

              	   

	 	
                Name:

              
	 	
                Title:

              
	 	 
	 	 
	
                [Principal]

              


      

    

    


    
      
        
        

      

      
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