EXHIBIT
      10.2

     

    REVOLVING
      CREDIT NOTE

     

    
      
        	
                $1,000,000

              	
                December
                  21, 2007

              


      

    

     

    FOR
      VALUE RECEIVED,
      the
      undersigned, AFTERSOFT
      GROUP, INC.,
      a
      Delaware corporation (the “Maker”), hereby promises to pay to COMVEST
      CAPITAL, LLC, a
      Delaware limited liability company (“ComVest”), or registered assigns
      (hereinafter, collectively with ComVest, referred to as the “Payee”), on
      November 30, 2009 (subject to extension pursuant to Section 2.01(h) of the
      Loan
      Agreement hereinafter described, or sooner by reason of an Event of Default
      or
      required prepayment in accordance with the Loan Agreement hereinafter
      described), the principal sum of One Million ($1,000,000) Dollars or, if less,
      the aggregate unpaid principal amount of all Revolving Credit Advances made
      by
      the Payee to the Maker pursuant to that certain Revolving Credit and Term Loan
      Agreement of even date herewith by and between ComVest and the Maker (as same
      may be amended, modified, supplemented and/or restated from time to time, the
      “Loan Agreement”), together with interest (computed as hereinafter provided) on
      any and all principal amounts outstanding hereunder from time to time from
      the
      date hereof until payment in full hereof, at a rate per annum equal to the
      greater of (a) the Prime Rate (as such term is hereinafter defined) as in effect
      from time to time plus two (2%) percent, or (b) nine and one-half (9.5%)
      percent; provided,
      however,
      that
      during the continuance of any Event of Default under the Loan Agreement, the
      interest rate otherwise applicable hereunder shall be increased by four hundred
      (400) basis points. All interest shall be computed on the daily unpaid principal
      balance hereof based on a three hundred sixty (360) day year, and shall be
      payable monthly in arrears on the first day of each calendar month commencing
      January 1, 2008, and upon maturity or acceleration
      hereof.

     

    As
      used
      herein, the term “Prime Rate” shall mean the “prime rate” or “base rate” of
      interest publicly announced by Citibank, N.A. (or any successor thereto, or
      in
      the event that such bank shall cease to exist and shall have no successor,
      any
      other domestic commercial bank selected by the Payee in good faith) from time
      to
      time, which is merely a reference rate for determining the interest rate to
      be
      charged on loans or other financial transactions, and may or may not be the
      best
      rate offered by such bank for commercial loans; and upon each announced change
      of the Prime Rate by such bank, the interest rate hereunder shall be
      correspondingly adjusted.

     

    The
      Maker
      shall have the right, at any time and from time to time, to prepay all or any
      portion of the principal balance of this Note upon written notice to the Payee,
      stating the amount of the prepayment. In addition, the Maker shall be required
      to make principal payments hereunder, without requirement of notice or demand,
      as and to the extent provided in Sections 2.01(d) and 2.08 of the Loan
      Agreement, and upon any payment, prepayment or requirement for the prepayment
      in
      full of the Term Loans (as such term is defined in the Loan
      Agreement).

     

    Unless
      the Maker shall be otherwise notified in writing by ComVest, all principal
      and
      interest hereunder are payable in lawful money of the United States of America
      at the office of ComVest set forth in the Loan Agreement in immediately
      available funds. Payments of principal and/or interest hereunder shall be made,
      at the Payee’s option, by debiting any demand deposit account(s) in the name of
      the Maker at the Payee (or any agent of the Payee) or in such other reasonable
      manner as may be designated by the Payee in writing to the Maker and in any
      event shall be made in immediately available funds. The Maker hereby irrevocably
      authorizes the Payee to so debit any and all such demand deposit
      accounts.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Except
      for notice specifically provided herein, the Maker hereby waives presentment,
      demand, dishonor, protest, notice of protest, diligence and any other notice
      or
      action otherwise required to be given or taken under the law in connection
      with
      the delivery, acceptance, performance, default, enforcement or collection of
      this Note, and expressly agrees that this Note, or any payment hereunder, may
      be
      extended, modified or subordinated (by forbearance or otherwise) from time
      to
      time, without in any way affecting the liability of the Maker. The Maker hereby
      further waives the benefit of any exemption under the homestead exemption laws,
      if any, or any other exemption, appraisal or insolvency laws, and consents
      that
      the Payee may release or surrender, exchange or substitute any personal property
      or other collateral security now held or which may hereafter be held as security
      for the payment of this Note.

     

    This
      Note
      is the Revolving Credit Note issued pursuant to the terms of the Loan Agreement
      and is secured pursuant to the provisions of certain “Security Documents”
referred to in the Loan Agreement. This Note is entitled to all of the benefits
      of the Loan Agreement and said Security Documents, including provisions
      governing the payment and the acceleration of maturity hereof, which agreements
      and instruments are hereby incorporated by reference herein and made a part
      hereof. The occurrence and continuance of an Event of Default thereunder shall
      constitute a default under this Note and shall entitle the Payee to accelerate
      the entire indebtedness hereunder and take such other action as may be provided
      for in the Loan Agreement and/or any and all other instruments evidencing and/or
      securing the indebtedness under this Note, or as may be provided under the
      law.

     

    In
      the
      event that any holder of this Note shall, during the continuance of any Event
      of
      Default, exercise or endeavor to exercise any of its remedies hereunder or
      under
      the Loan Agreement or any of the Security Documents, the Maker shall pay all
      reasonable costs and expenses incurred in connection therewith, including,
      without limitation, reasonable attorneys’ fees, all of which costs and expenses
      shall be obligations under and part of this Note; and the holder hereof may
      take
      judgment for all such amounts in addition to all other sums due
      hereunder.

     

    No
      consent or waiver by the holder hereof with respect to any action or failure
      to
      act which, without such consent or waiver, would constitute a breach of any
      provision of this Note shall be valid and binding unless in writing and signed
      by the Maker and by the holder hereof.

     

    All
      agreements between the Maker and the Payee are hereby expressly limited to
      provide that in no contingency or event whatsoever, whether by reason of
      acceleration of maturity of the indebtedness evidenced hereby or otherwise,
      shall the amount paid or agreed to be paid to the Payee for the use, forbearance
      or detention of the indebtedness evidenced hereby exceed the maximum amount
      which the Payee is permitted to receive under applicable law. If, from any
      circumstances whatsoever, fulfillment of any provision hereof or of any of
      the
      Security Documents or the Loan Agreement, at the time performance of such
      provision shall be due, shall involve transcending the limit of validity
      prescribed by law, then, ipso facto,
      the
      obligation to be fulfilled shall automatically be reduced to the limit of such
      validity, and if from any circumstance the Payee shall ever receive as interest
      an amount which would exceed the highest lawful rate, such amount which would
      be
      excessive interest shall be applied to the reduction of the principal balance
      of
      any of the Maker’s Obligations (as such term is defined in the Loan Agreement)
      to the Payee, and not to the payment of interest hereunder. To the extent
      permitted by applicable law, all sums paid or agreed to be paid for the use,
      forbearance or detention of the indebtedness evidenced by this Note shall be
      amortized, prorated, allocated and spread throughout the full term of such
      indebtedness until payment in full, to the end that the rate or amount of
      interest on account of such indebtedness does not exceed any applicable usury
      ceiling. As used herein, the term “applicable law” shall mean the law in effect
      as of the date hereof, provided,
      however,
      that in
      the event there is a change in the law which results in a higher permissible
      rate of interest, then this Note shall be governed by such new law as of its
      effective date. This provision shall control every other provision of all
      agreements between the Maker and the Payee.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      New York, except to the extent that such laws are superseded by Federal
      enactments. 

     

    IN
      WITNESS WHEREOF,
      the
      Maker has caused this Note to be executed by its duly authorized officer as
      of
      the date first set forth above.

    

      
        	
                AFTERSOFT
                  GROUP, INC. 

              	 
	 	 
	
                By:

              	
                /s/
                  Simon Chadwick

              	 
	
                Name:

              	
                Simon
                  Chadwick

              
	
                Title:

              	
                Chief
                  Operating Officer

              


      

    

    
       

      
        
        

      

      
        3