EXHIBIT
      10.10

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made as of December 21, 2007 by Aftersoft Group Inc., a Delaware corporation
      (the “Company”),
      for
      the benefit of the Holders (as such term is hereinafter defined). The Company
      hereby confirms that the rights granted under this Agreement constitute a
      material inducement to the Holders to enter into the Loan Agreement (as such
      term is hereinafter defined), make Loans from time to time thereunder, and/or
      acquire or hold Conversion Shares and/or Warrant Shares (as such terms are
      hereinafter defined). Each Holder, by its participation or request to
      participate in any Registration effected pursuant to this Agreement, shall
      be
      deemed to have confirmed such Holder’s agreement to comply with the applicable
      provisions of this Agreement.

     

    NOW,
      THEREFORE, the Company hereby agrees, in favor of the Holders, as
      follows:

     

    1.  Definitions.
      In
      addition to those terms defined elsewhere in this Agreement, the following
      terms
      shall have the following meanings wherever used in this Agreement:

     

    “Act”
shall
      mean the Securities Act of 1933, as amended, and any successor statute from
      time
      to time.

     

    “Affiliate”
shall
      mean, with respect to any person, any other person controlling, controlled
      by or
      under common control with the first person. 

     

    “Board”
shall
      mean the Board of Directors of the Company.

     

    “Business
      Day”
shall
      have the meaning ascribed thereto in the Loan Agreement.

     

    “Common
      Stock”
shall
      mean the authorized common stock of the Company.

     

    “Company”
shall
      mean Aftersoft Group, Inc., and shall include any successor
      thereto.

     

    “Conversion
      Shares”
shall
      mean the shares of Common Stock issuable at any time and from time to time
      upon
      conversion of the Term Note.

     

    “Costs
      and Expenses”
shall
      mean all of the costs and expenses relating to any subject Registration
      Statement, including but not limited to registration, filing and qualification
      fees, blue sky expenses, costs of listing any Shares on any exchange or other
      trading media, and printing expenses, fees and disbursements of counsel and
      accountants to the Company, and reasonable fees and disbursements of a single
      counsel to the Holders (not to exceed $15,000 per Registration, absent exigent
      circumstances); provided,
      however,
      that
      underwriting discounts and commissions attributable solely to the securities
      registered for the benefit of Holders, fees and disbursements of any additional
      counsel to Holders, and all other expenses attributable solely to Holders shall
      be borne by each subject Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended, and any successor statute
      from time to time.

     

    “Holders”
shall
      mean, collectively, all Persons holding Registrable Shares from time to
      time.

     

    “Loan
      Agreement”
shall
      mean the Revolving Credit and Term Loan Agreement of even date herewith by
      and
      between ComVest Capital, LLC and the Company, as the same may be amended,
      modified, supplemented and/or restated from time to time in accordance with
      the
      provisions thereof.

     

    “Loans”
shall
      mean the loans extended to the Company from time to time under and pursuant
      to
      the Loan Agreement.

     

    “Person”
shall
      mean any individual, corporation, partnership, limited partnership, limited
      liability company, trust, or other entity of any kind, and any government or
      department or agency thereof.

     

    “Registrable
      Shares”
shall
      mean all Shares, excluding any Shares which may then be sold by the Holder
      thereof pursuant to Rule 144(k) promulgated under the Act.

     

    “Registration”
shall
      mean any registration of Common Stock pursuant to a registration statement
      filed
      by the Company with the SEC in respect of any class of Common Stock,
other than
      a
      registration statement in respect of employee stock options or other employee
      benefit plans or in respect of any merger, consolidation, acquisition or like
      combination, whether on Form S-4, Form S-8 or any equivalent form of
      registration then in effect.

     

    “Registration
      Period”
shall
      mean, with respect to a Registration Statement, the period of time from the
      effective date of such Registration Statement until such date as is the earlier
      of (a) the date on which all of the Registrable Securities covered by such
      Registration Statement shall have been sold to the public, or (b) the date
      on which the Conversion Shares and the Warrant Shares issued or issuable upon
      cashless exercise of the Warrant in accordance with Section 1.3 of the Warrant
      (in the opinion of counsel to the Company evidenced by a written opinion issued
      to the Holders in form reasonably acceptable to the Holders) may be immediately
      sold without restriction (including, without limitation, as to volume
      restrictions) by each Holder thereof without registration under the
      Act.

     

    “Registration
      Statement”
shall
      mean any registration statement filed or to be filed by the Company in respect
      of any Registration.

     

    “SEC”
shall
      mean the United States Securities and Exchange Commission, or any successor
      agency or agencies performing the functions thereof.

     

    “Shares”
shall
      mean (a) the Conversion Shares issued and/or issuable from time to time, (b)
      the
      Warrant Shares issued and/or issuable from time to time, and (c) any additional
      or other shares of Common Stock issued in respect of any of the foregoing Shares
      by reason of any stock split, stock dividend, merger, share exchange,
      recapitalization or other such event.

     

    
      
        
        

      

      
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    “Term
      Note”
shall
      mean the Term Note issued pursuant to and as defined in the Loan
      Agreement.

     

    “Warrants”
shall
      mean the warrants to purchase Shares, issued by the Company pursuant to the
      Loan
      Agreement, including any and all warrants issued in replacement of the original
      such warrants.

     

    “Warrant
      Shares”
shall
      mean the Common Stock and/or other securities issued and/or issuable at any
      time
      and from time to time upon exercise of any of the Warrants, and any additional
      or other shares of Common Stock issued in respect of any of such Shares by
      reason of any stock split, stock dividend, merger, share exchange,
      recapitalization or other such event.

     

    2.  Shelf
      Registration.

     

    (a)  The
      Company hereby represents and warrants to the Holders that (i) the Company
      is
      currently “in registration” with respect to a registration statement covering
      the Common Stock held by Auto Data Network, Inc., which Common Stock will be
      distributed as a dividend to Auto Data Network, Inc.’s shareholders upon such
      registration statement being declared effective, and (ii) in connection with
      a
      recently completed private placement of Common Stock in the gross amount of
      $2,500,000, the Company has granted registration rights to the holders of such
      Common Stock pursuant to a registration rights agreement, a true and complete
      copy of which has been provided by the Company to Convest Capital, LLC (the
      “Private
      Placement Rights Agreement”).
      Following the successful completion of the registration process for the Common
      Stock held by Auto Data Network, Inc., and subject to the Company’s obligations
      under the Private Placement Rights Agreement (it being the Company’s intention
      to file a single Registration Statement covering the Registrable Shares and
      the
      Common Stock entitled to the benefit of the Private Placement Rights Agreement),
      the Company shall prepare and file with the SEC, within sixty (60) days after
      the first date on which filing thereof is permitted by the SEC following the
      effectiveness of the registration statement in respect of the Common Stock
      held
      by Auto Data Network, Inc (or, if such registration statement is not declared
      effective by May 1, 2008, then the Registration Statement hereunder shall be
      filed not later than June 30, 2008, a Registration Statement on a form that
      is
      appropriate under the Act (and, if available, pursuant to Rule 415 promulgated
      under the Act), covering the resale of all of the Registrable Securities, in
      an
      amount sufficient to cover the resale of all Conversion Shares, Warrant Shares
      and additional shares of Common Stock issuable pursuant to the anti-dilution
      provisions of the Term Note and the Warrants; provided,
      however,
      that in
      the event that the SEC limits the number of Shares which may be included in
      such
      Registration Statement, then the Company shall, as promptly thereafter as shall
      be permitted by the SEC, file one or more additional Registration Statements
      covering the Registrable Shares which are not subject to an effective
      Registration Statement hereunder. The Company shall not be subject to any fees
      under Section 2(c) below by reason of any limitation imposed by the SEC as
      aforesaid, provided that this sentence shall not absolve the Company of any
      such
      fees which may be payable in the event that the Company fails to file or have
      declared effective an additional Registration Statement in accordance with
      Section 2(c)(ii) below.

     

    (b)  The
      Company shall use its best efforts to cause the Registration Statement (or,
      if
      applicable, the initial Registration Statement) required by this Section 2
      to be
      declared effective under the Act as promptly as possible after the filing
      thereof, but in any event not later than ninety (90) days after the filing
      thereof; and the Company shall further use its best efforts to cause any
      additional Registration Statement(s) contemplated by the proviso
      to
      Section 2(a) above to be declared effective under the Act as promptly as
      possible (and in any event within ninety (90) days) after the SEC shall permit
      the filing thereof.

     

    
      
        
        

      

      
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    (c)  If
      (i) the Registration Statement required by this Section 2 (or, if
      applicable, the initial Registration Statement) is not filed within sixty (60)
      days after the date first permitted to be filed, or is not declared effective
      under the Act within one hundred fifty (150) days after same is first permitted
      to be filed, (ii) any additional Registration Statement(s) contemplated by
      the
proviso
      to
      Section 2(a) above is not filed promptly after the filing thereof as permitted
      by the SEC, or is not declared effective within ninety (90) days after the
      filing thereof, or (iii) any Registration Statement required by this
      Section 2 shall cease to be available for use by the Holders as selling
      stockholders (A) as provided under Section 2(f) below where such
      unavailability continues for a period in excess of five (5) trading days beyond
      the allowed time period, or (B) for any other reason including, without
      limitation, by reason of a stop order, a material misstatement or omission
      in
      such Registration Statement or the information contained in such Registration
      Statement having become outdated and continues to be unavailable for a period
      in
      excess of thirty (30) days (which need not be consecutive days) in any twelve
      (12) month period, then the Company shall pay to the Holders, ratably in
      proportion to the number of Registrable Shares held by the respective Holders,
      a
      cash fee equal to the product of $500 multiplied by the number of calendar
      days
      during which any of the events described in clauses (i) or (ii) above occurs
      and
      is continuing (the “Blackout
      Period”);
      provided,
      however,
      that
      the aggregate of such fees payable under this Section 2(c) shall not exceed
      $500,000; and further provided,
      that
      the Company shall not be liable to pay any fees under this Section 2(c) to
      the
      extent that the occurrence of the events described in clauses (i) or (ii) above
      arises out of or is based upon any untrue statement or alleged untrue statement
      or omission or alleged omission made in reliance upon and in conformity with
      information furnished to the Company by a Holder for inclusion in the
      Registration Statement. Each such payment shall be due within five (5) Business
      Days after the end of each 30-day period of the Blackout Period until the
      termination of the Blackout Period and within five (5) Business Days after
      such
      termination. The Blackout Period shall terminate upon the filing or
      effectiveness (as the case may be) of the Registration Statement in the case
      of
      clause (i) above and upon notice from the Company that the Registration
      Statement is again available in the case of clause (ii) above. The foregoing
      notwithstanding, the Company shall not be subject to the foregoing fees to
      the
      extent that such fees arise solely by reason of the Company’s compliance with
      its obligations under the Private Placement Rights Agreement.

     

    (d)  The
      Company shall use its best efforts to keep each Registration Statement under
      this Section 2 effective at all times during the applicable Registration
      Period.

     

    (e)  If
      any
      offering pursuant to a Registration Statement pursuant to this Section 2
      involves an underwritten offering (which may only be with the consent of the
      Company, which shall not be unreasonably withheld or delayed), (i) the Holders
      (acting by a majority in interest) shall have the right to select legal counsel
      and an investment banker or bankers and manager or managers to administer to
      the
      offering, which investment banker or bankers or manager or managers shall be
      reasonably satisfactory to the Company, and (ii) the Company shall promptly
      enter into a customary agreement with the subject under rider (s) containing
      customary inspection rights, indemnifications and other customary
      provisions.

     

    
      
        
        

      

      
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    (f)  If
      the
      Registrable Securities are registered for resale under an effective Registration
      Statement, the Holders shall cease any distribution of such Shares under such
      Registration Statement:

     

    (i)  for
      a
      period of up to six (6) months if (A) such distribution would require the public
      disclosure of material non-public information concerning any transaction or
      negotiations involving the Company or any of its Affiliates that, in the
      reasonable judgment of the Company’s Board of Directors, would materially
      interfere with such transaction or negotiations, or (B) such distribution would
      otherwise require premature disclosure of information that, in the reasonable
      judgment of the Company’s Board of Directors, would adversely affect or
      otherwise be detrimental to the Company; provided
      that the
      Company shall not invoke this clause (i) more than once in any twelve (12)
      month
      period or for more than six (6) months in any such twelve (12) month period;
      

     

    (ii)  not
      more
      than once in any twelve (12) month period, for up to thirty (30) days, upon
      the
      request of the Company if the Company proposes to file a Registration Statement
      under the Act for the offering and sale of securities for its own account in
      an
      underwritten offering and the managing underwriter therefor shall advise the
      Company in writing that in its opinion the continued distribution of the
      Registrable Securities would adversely affect the offering of the securities
      proposed to be registered for the account of the Company; and

     

    (iii) for
      a
      period of up to sixty (60) days after the filing of the Company’s annual report
      on Form 10-K or Form 10-KSB, the quiet period running from the end of a fiscal
      quarter of the Company until the applicable Form 10-Q or Form 10-QSB has been
      filed, or other event that requires the filing of a post-effective amendment
      to
      any Registration Statement hereunder, so long as the Company has filed and
      is
      during such period actively pursuing effectiveness of such post-effective
      amendment with the staff of the SEC.

     

    The
      Company shall promptly notify the Holders in writing at such time as (x) such
      transactions or negotiations have been otherwise publicly disclosed or
      terminated, or (y) such non-public information has been publicly disclosed
      or
      counsel to the Company has determined that such disclosure is not required
      due
      to subsequent events.

     

    (g)  The
      Company shall (i) permit the Holders’ counsel to review (A) such
      Registration Statement, and all amendments and supplements thereto, in each
      case
      to the extent of any information with respect to the Holders, their and their
      Affiliates’ beneficial ownership of securities of the Company, and their
      intended method of disposition of Registrable Securities, and (B) all requests
      for acceleration or effectiveness thereof and any correspondence between the
      Company and the SEC relating to the Registration Statement (collectively, the
      “Registration
      Documents”),
      for a
      reasonable period of time prior to their filing with the SEC, (ii) not file
      (or send) any Registration Documents in a form to which such counsel reasonably
      objects (and the running of any time period will be tolled during the period
      of
      any such review), and (iii) not request acceleration of such Registration
      Statement without prior notice to such counsel. The sections of such
      Registration Statement covering information with respect to the Holders, their
      and their Affiliates’ beneficial ownership of securities of the Company, and
      their intended method of disposition of Registrable Securities shall conform
      in
      all material respects to the information provided to the Company by the Holders.
      

     

    
      
        
        

      

      
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    (h)  The
      Registration Statement pursuant to this Section 2 shall not, except for Common
      Stock entitled to the benefit of the Private Placement Rights Agreement or
      otherwise as consented to in writing by the Holders of a majority of the
      Registrable Shares, include any securities other than Registrable
      Shares.

     

    (i) The
      Company shall bear all of the Costs and Expenses of the Registration pursuant
      to
      this Section 2.

     

    3.  Piggyback
      Registration.
      In the
      event that the Company shall propose a Registration at any time when a
      Registration Statement is not effective pursuant to Section 2 above, then the
      Company shall give to each Holder written notice (the “Registration
      Notice”)
      of
      such proposed Registration (which notice shall include a statement of the
      proposed filing date thereof, the underwriters and/or managing underwriters
      of
      the subject offering, and any other known material information relating to
      the
      proposed Registration) not less than twenty (20) or more than sixty (60) days
      prior to the filing of the subject Registration Statement, and shall, subject
      to
      the limitations provided in this Section 3, include in such Registration
      Statement all or a portion of the Registrable Shares owned by and/or issuable
      to
      each Holder, as and to the extent that such Holder may request same to be so
      included by means of written notice given to the Company within ten (10) days
      after the Company’s giving of the Registration Notice. Each Holder shall be
      permitted to withdraw all or any part of its Registrable Shares from a
      Registration Statement by written notice to the Company given at any time prior
      to the effective date of the Registration Statement. The Company shall bear
      all
      of the Costs and Expenses of any Registration described in this Section 3;
      provided,
      however,
      that
      each Holder shall pay, pro rata
      based
      upon the number of its Registrable Shares included therein, the underwriters’
discounts, commissions and compensation attributable solely to the inclusion
      of
      such Registrable Shares in the overall public offering. Notwithstanding anything
      to the contrary contained herein, the Company’s obligation to include a Holder’s
      Registrable Shares in any such Registration Statement shall be subject, at
      the
      option of the Company, to the following further conditions:

     

    (a)  The
      distribution for the account of such Holder shall be underwritten by the same
      underwriters (if any) who are underwriting the distribution of the securities
      for the account of the Company and/or any other persons whose securities are
      covered by such Registration Statement, and shall be made at the same
      underwriter discount or commission applicable to the distribution of the
      securities for the account of the Company and/or any other persons whose
      securities are covered by such Registration Statement; and such Holder shall
      enter into an agreement with such underwriters containing customary
      indemnification and other provisions;

     

    (b)  If
      at any
      time after giving the Registration Notice, and prior to the effective date
      of
      the Registration Statement filed in connection with such Registration Notice,
      the Company shall determine for any reason not to proceed with the subject
      Registration, the Company may, at its election, give written notice of such
      determination to the Holders and, thereupon, shall be relieved of its obligation
      to register any of the Holders’ Registrable Shares in connection with such
      Registration;

     

    
      
        
        

      

      
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    (c)  In
      connection with an underwritten public offering pursuant to a Registration
      Statement under this Section 3, if and only if the managing underwriter(s)
      thereof shall advise the Company in writing that, due to adverse market
      conditions or the potential adverse impact on the offering to be made for the
      account of the Company, the securities to be included in such Registration
      will
      not include all of the Registrable Shares requested to be so included by the
      Holders, then the Company will promptly furnish each such Holder with a copy
      of
      such written statement and may require, by written notice to each such Holder
      accompanying such written statement, that the distribution of all or a specified
      portion of such Registrable Shares be excluded from such distribution (with
      any
      such “cutback” to be allocated among the subject Holders (and, if applicable,
      any other holders of Common Stock to be included in such Registration) in
      proportion to the relative number of shares of Common Stock requested by such
      Persons to be included in such Registration); and 

     

    (d)  The
      Company shall not be obligated to effect any registration of Shares incidental
      to the registration of any of its securities in connection with mergers,
      acquisitions, exchange offers, dividend reinvestment plans or stock option
      or
      other employee benefit plans.

     

    4.  Registration
      Procedures.
      In the
      case of each Registration effected by the Company in which Registrable Shares
      are to be sold for the account of any Holder, the Company, at its sole cost
      and
      expense (exclusive of items excluded in the proviso
      to the
      definition of “Costs and Expenses” above), will use its best efforts
      to:

     

    (a)  prepare
      and file with the SEC such amendments and supplements to such Registration
      Statement and the prospectus included therein as may be necessary to effect
      and
      maintain the effectiveness of such Registration Statement, until the completion
      of the distribution of the Registrable Shares included therein, as may be
      required by the applicable rules and regulations of the SEC and the instructions
      applicable to the form of such Registration Statement, and furnish to the
      Holders of the Registrable Shares covered thereby copies of any such supplement
      or amendment not less than three (3) Business Days prior to the date first
      used
      and/or filed with the SEC; and comply with the provisions of the Act with
      respect to the disposition of all the Shares to be included in such Registration
      Statement;

     

    (b)  provide
      (i) the Holders of the Registrable Shares to be included in such Registration
      Statement, and (ii) one counsel for all the Holders of such Registrable Shares,
      the reasonable opportunity review such Registration Statement, each prospectus
      included therein or filed with the SEC, and each amendment or supplement
      thereto, in each case to the extent of any disclosures regarding the Holders,
      their and their Affiliates’ beneficial ownership of securities of the Company,
      and their intended method of disposition of the Registrable Shares included
      in
      such Registration Statement (or any amendment to any such information previously
      included in such Registration Statement (including any amendment or supplement
      thereto) or any prospectus included therein);

     

    (c)  for
      a
      reasonable period prior to the filing of such Registration Statement, and not
      more than once in any calendar quarter throughout the period specified above,
      make available for inspection by the Persons referred to in Section 4(b) above
      such financial and other information and books and records of the Company,
      and
      cause the officers, directors, employees, counsel and independent certified
      public accountants of the Company to respond to such inquiries, as shall be
      reasonably necessary, in the reasonable judgment of the counsel for the subject
      Holders, to conduct a reasonable investigation within the meaning of the Act;
      provided,
      however,
      that
      each such party shall be required to maintain in confidence and not disclose
      to
      any other person or entity any information or records reasonably designated
      by
      the Company in writing as being confidential, until such time as and to the
      extent that (i) such information becomes a matter of public record or generally
      available to the public (whether by virtue of its inclusion in such Registration
      Statement or otherwise, other than by reason of a breach hereof), (ii) such
      party shall be required to disclose such information pursuant to the subpoena
      or
      order of any court or other governmental agency or body having jurisdiction
      over
      the matter, or (iii) such information is required to be set forth in such
      Registration Statement or the prospectus included therein or in an amendment
      to
      such Registration Statement or an amendment or supplement to such prospectus
      in
      order that such Registration Statement, prospectus, amendment or supplement,
      as
      the case may be, does not include an untrue statement of a material fact or
      omit
      to state therein a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading; and
      further provided,
      that
      the Company need not make such information available, nor need it cause any
      officer, director or employee to respond to such inquiry, unless each such
      Holder of Registrable Shares to be included in a Registration Statement
      hereunder, upon the Company’s request, executes and delivers to the Company a
      specific undertaking to substantially the same effect contained in the preceding
      proviso;

     

    
      
        
        

      

      
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    (d)  promptly
      notify in writing the counsel for the Holders of Registrable Shares to be
      included in a Registration Statement hereunder, (i) when such Registration
      Statement or the prospectus included therein or any prospectus amendment or
      supplement or post-effective amendment has been filed, and, with respect to
      such
      registration statement or any post-effective amendment, when the same has become
      effective, (ii) of any comments by the SEC and by the blue sky or securities
      commission or regulator of any state with respect thereto or any request by
      the
      SEC for amendments or supplements to such Registration Statement or the
      prospectus or for additional information, (iii) of the issuance by the SEC
      of
      any stop order suspending the effectiveness of such registration statement
      or
      the initiation of any proceedings for that purpose, (iv) of the receipt by
      the
      Company of any notification with respect to the suspension of the qualification
      of any Shares for sale in any jurisdiction or the initiation or threatening
      of
      any proceeding for such purpose, or (v) if it shall be the case, at any time
      when a prospectus is required to be delivered under the Act, that such
      Registration Statement, prospectus, or any document incorporated by reference
      in
      any of the foregoing contains an untrue statement of a material fact or omits
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein not misleading in light of the circumstances then
      existing;

     

    (e)  obtain
      the withdrawal of any order suspending the effectiveness of such Registration
      Statement or any post-effective amendment thereto at the earliest practicable
      date;

     

    (f)  if
      requested by the counsel for the Holders of Registrable Shares to be included
      in
      a Registration Statement, promptly incorporate in a prospectus, prospectus
      supplement or post-effective amendment such information as is required by the
      applicable rules and regulations of the SEC and as such counsel may reasonably
      specify should be included therein relating to the terms of the sale of the
      Registrable Shares included thereunder, including, without limitation,
      information with respect to the number of Registrable Shares being sold by
      each
      Holder, the name and description of such Holder, the offering price of such
      Registrable Shares and any discount, commission or other compensation payable
      in
      respect thereof, the purchase price being paid therefor by any underwriters
      and
      with respect to any other terms of the offering of the Registrable Shares to
      be
      sold in such offering; and make all required filings of such prospectus,
      prospectus supplement or post-effective amendment promptly after notification
      of
      the matters to be incorporated in such prospectus, prospectus supplement or
      post-effective amendment;

     

    
      
        
        

      

      
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    (g)  furnish
      to each Holder of Registrable Shares to be included in such Registration
      Statement hereunder and the counsel referred to in Section 4(b) a copy of such
      Registration Statement, each such amendment and supplement thereto (in each
      case
      excluding all exhibits and documents incorporated by reference) and such number
      of copies of the Registration Statement (excluding exhibits thereto and
      documents incorporated by reference therein unless specifically so requested
      by
      counsel for the Holders) and the prospectus included in such Registration
      Statement (including each preliminary prospectus and any summary prospectus),
      in
      conformity with the requirements of the Act, as such counsel may reasonably
      request in order to facilitate the disposition of the Shares owned by such
      Holder, and to permit such Holder to satisfy the prospectus delivery
      requirements of the Act; and the Company hereby consents to the use of such
      prospectus and any amendment or supplement thereto by each such Holder in the
      form most recently provided to such person by the Company, in connection with
      the offering and sale of the Shares covered by the prospectus (including such
      preliminary and summary prospectus) or any supplement or amendment
      thereto;

     

    (h)  timely
      (i) register or qualify (to the extent legally required) the Shares to be
      included in such registration statement under such other securities laws or
      blue
      sky laws of such jurisdictions to be designated by the Holders of a majority
      of
      such Shares participating in such registration, as any Holder of the securities
      being sold shall reasonably request, (ii) keep such registrations or
      qualifications in effect and comply with such laws so as to permit the
      continuance of offers, sales and dealings therein in such jurisdictions for
      so
      long as may be necessary to enable such Holder to complete its distribution
      of
      the Registrable Shares pursuant to such Registration Statement, and (iii) take
      any and all such actions as may be reasonably necessary or advisable to enable
      such Holder to consummate the disposition in such jurisdictions of such Shares;
      provided,
      however,
      that
      the Company shall not be required for any such purpose to (A) qualify generally
      to do business as a foreign corporation or a broker-dealer in any jurisdiction
      wherein it would not otherwise be required to qualify but for the requirements
      of this Section 4(h), (B) subject itself to taxation in any such jurisdiction,
      or (C) consent to general service of process in any such
      jurisdiction;

     

    (i)  cooperate
      with the Holders of the Registrable Shares to be included in a Registration
      Statement hereunder to facilitate the timely preparation and delivery of
      certificates representing Registrable Shares to be sold, which certificates
      shall be printed, lithographed or engraved, or produced by any combination
      of
      such methods, in customary form to permit the transfer thereof through the
      Company’s transfer agent; 

     

    
      
        
        

      

      
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    (j)  provide
      a
      CUSIP number for all Shares, not later than the effective date of the
      Registration Statement;

     

    (k)  notify
      in
      writing each Holder of Registrable Shares of any proposal by the Company to
      amend or waive any provision of this Agreement and of any amendment or waiver
      effected pursuant thereto, each of which notices shall contain the text of
      the
      amendment or waiver proposed or effected, as the case may be;

     

    (l)  engage
      to
      act on behalf of the Company, with respect to the Registrable Shares to be
      so
      registered, a registrar and transfer agent having such duties and
      responsibilities (including, without limitation, registration of transfers
      and
      maintenance of stock registers) as are customarily discharged by such an agent,
      and to enter into such agreements and to offer such indemnities as are customary
      in respect thereof; and

     

    (m)  otherwise
      comply with all applicable rules and regulations of the SEC, and make available
      to the Holders, as soon as practicable, but in any event not later than 18
      months after the effective date of such Registration Statement, an earnings
      statement covering a period of at least twelve months which shall satisfy the
      provisions of Section 6(a) of the Act (including, at the option of the Company,
      pursuant to Rule 158 thereunder).

     

    5.  Indemnification
      by the Company.

     

    (a)  The
      Company shall indemnify each Holder and its agents and Affiliates from and
      against any claim, loss, cost, charge or liability of any kind, including
      amounts paid in settlement and reasonable attorneys’ fees, which may be incurred
      by the Holder or Affiliate as a result of any breach of any representation
      or
      warranty or covenant of the Company contained in this Agreement or in any
      certificate delivered on the closing date of any public offering of
      Shares.

     

    (b)  The
      Company shall indemnify and hold harmless each Holder and its agents and
      Affiliates against any losses, expenses, claims, damages or liabilities, joint
      or several, to which such Holder or any such agent or Affiliate becomes subject,
      under the Act or any rule or regulation thereunder or otherwise, insofar as
      such
      losses, expenses, claims, damages or liabilities (or actions in respect thereof)
      (i) are caused by any untrue statement or alleged untrue statement of any
      material fact contained in any preliminary prospectus (if used prior to the
      effective date of the Registration Statement), or contained, on the effective
      date thereof, in any Registration Statement in which Registrable Shares were
      included, the prospectus contained therein, any amendment or supplement thereto,
      or any other document related to such Registration Statement, or (ii) arise
      out
      of or are based upon the omission or alleged omission to state therein a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, or (iii) arise out of any violation by the Company
      of
      the Act or any rule or regulation thereunder applicable to the Company and
      relating to actions or omissions otherwise required of the Company in connection
      with such registration. The Company shall reimburse each Holder and any such
      agent or Affiliate for any legal or other expenses reasonably incurred by such
      Holder, agent or Affiliate in connection with investigating, defending or
      settling any such loss, claim, damage, liability or action; provided,
      however,
      that
      the Company shall not be liable to any such persons in any such case to the
      extent that any such loss, claim, damage, liability or action arises out of
      or
      is based upon any untrue statement or alleged untrue statement or omission
      or
      alleged omission made in reliance upon and in conformity with information
      furnished to the Company in writing by such Person expressly for inclusion
      in
      any of the foregoing documents. This indemnity shall not apply to amounts paid
      in settlement of any such loss, claim, damage, liability or action if such
      settlement is effected without the consent of the Company or the subject
      indemnified person, which consent shall not be unreasonably withheld or
      delayed.

     

    
      
        
        

      

      
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    6.  Further
      Obligations of Holders.
      The
      obligations of the Company with respect to any particular Holder are subject
      to
      such Holder’s agreement to the following (which such Holder shall specifically
      confirm in writing to the Company upon the Company’s request in connection with
      any Registration Statement):

     

    (a)  Such
      Holder shall furnish in writing to the Company all information concerning such
      Holder and its and its Affiliates’ holdings of securities of the Company and its
      Affiliates, and the intended method of disposition of the Registrable Securities
      included in such Registration Statement, as shall be reasonably required in
      connection with the preparation and filing of any Registration Statement
      covering any of such Holder’s Registrable Shares.

     

    (b)  Such
      Holder shall indemnify and hold harmless the Company, its agents and Affiliates,
      and each of its directors, each of its officers who has signed a Registration
      Statement, each person (if any) who controls the Company within the meaning
      of
      the Act, and any underwriter (as defined in the Act) for the Company, against
      any losses, claims, damages or liabilities to which the Company or any such
      director, officer or controlling person may become subject under the Act or
      any
      rule or regulation thereunder or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) (i) are caused by any
      untrue statement or alleged untrue statement of any material fact contained
      in
      any preliminary prospectus (if used prior to the effective date of the
      Registration Statement), or contained, on the effective date thereof, in any
      Registration Statement in which such Holder’s Registrable Shares were included,
      the prospectus contained therein, or any amendment or supplement thereto, or
      (ii) arise out of or are based upon the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, in each case to the extent, but only to
      the
      extent, that such untrue statement or alleged untrue statement or omission
      or
      alleged omission was made in reliance upon and in conformity with information
      furnished to the Company by such Holder in writing expressly for inclusion
      in
      any of the foregoing documents. In no event shall any Holder be required to
      pay
      indemnification hereunder (or contribution under Section 7(d) below) in an
      aggregate amount in excess of the net proceeds received by such Holder in the
      subject offering. This indemnity shall not apply to amounts paid in settlement
      of any such loss, claim, damage, liability or action if such settlement is
      effected without the consent of the subject Holder or indemnified person, which
      consent shall not be unreasonably withheld or delayed.

     

    7.  Additional
      Provisions.

     

    (a)  Each
      Holder and each other Person indemnified pursuant to Section 5 above shall,
      in
      the event that it receives notice of the commencement of any action against
      it
      which is based upon an alleged act or omission which, if proven, would result
      in
      the Company’s having to indemnify it pursuant to Section 5 above, promptly
      notify the Company, in writing, of the commencement of such action and permit
      the Company, if the Company so notifies such Holder within thirty (30) days
      after receipt by the Company of notice of the commencement of the action, to
      participate in and to assume the defense of such action with counsel reasonably
      satisfactory to such Holder (and in this regard, Gersten Savage LLP shall be
      deemed reasonably satisfactory to such Holder); provided,
      however,
      that
      such Holder or other indemnified person shall be entitled to retain its own
      counsel at its own expense (except that the indemnifying party shall bear the
      expense of such separate counsel if representation of both parties by the same
      counsel would be inappropriate due to actual or potential conflicts of
      interest). The failure to notify the Company promptly of the commencement of
      any
      such action shall not relieve the Company of any liability to indemnify such
      Holder or such other indemnified person, as the case may be, under Section
      5
      above, except to the extent that the Company shall be actually prejudiced or
      shall suffer any loss by reason of such failure to give notice, and shall not
      relieve the Company of any other liabilities which it may have under this or
      any
      other agreement.

     

    
      
        
        

      

      
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    (b)  The
      Company and each other Person indemnified pursuant to Section 6 above shall,
      in
      the event that it receives notice of the commencement of any action against
      it
      which is based upon an alleged act or omission which, if proven, would result
      in
      any Holder having to indemnify it pursuant to Section 6 above, promptly notify
      such Holder, in writing, of the commencement of such action and permit such
      Holder, if such Holder so notifies the Company within thirty (30) days after
      receipt by such Holder of notice of the commencement of the action, to
      participate in and to assume the defense of such action with counsel reasonably
      satisfactory to the Company (and in this regard, Greenberg Traurig, LLP shall
      be
      deemed reasonably satisfactory to the Company); provided,
      however,
      that
      the Company or other indemnified person shall be entitled to retain its own
      counsel at the Company’s expense. The failure to notify any Holder promptly of
      the commencement of any such action shall not relieve such Holder of liability
      to indemnify the Company or such other indemnified person, as the case may
      be,
      under Section 6 above, except to the extent that the subject Holder shall be
      actually prejudiced or shall suffer any loss by reason of such failure to give
      notice, and shall not relieve such Holder of any other liabilities which it
      may
      have under this or any other agreement.

     

    (c)  No
      indemnifying party, in the defense of any such claim or litigation, shall,
      except with the consent of each indemnified person who is party to such claim
      or
      litigation, consent to entry of any judgment or enter into any settlement that
      does not include as a term thereof the giving by the claimant or plaintiff
      to
      such indemnified person of an unconditional release from all liability in
      respect to such claim or litigation. Each such indemnified person shall furnish
      such information regarding itself or the claim in question as an indemnifying
      party may reasonably request in writing and as shall be reasonably required
      in
      connection with defense of such claim and litigation resulting
      therefrom.

     

    (d)  If
      the
      indemnification provided for in Sections 5 and 6 is unavailable or insufficient
      to hold harmless an indemnified party, then, subject to the limits set forth
      in
      Section 6(b) above, each indemnifying party shall contribute to the amount
      paid
      or payable by such indemnified party as a result of the expenses, claims,
      losses, damages or liabilities (or actions or proceedings in respect thereof)
      referred to in Sections 5 and 6, in such proportion as is appropriate to reflect
      the relative fault of the Company on the one hand and the sellers of Shares
      on
      the other hand in connection with statements or omissions which resulted in
      such
      losses, claims, damages or liabilities (or actions or proceedings in respect
      thereof) or expenses, as well as any other relevant equitable considerations.
      The relative fault shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission or alleged omission to state a material fact relates to information
      supplied by the Company or the sellers of Shares and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such untrue statement or omission. The Company and the Holders agree that it
      would not be just and equitable if contributions pursuant to this Section 7(d)
      were to be determined by pro rata allocation (even if all sellers of Shares
      were
      treated as one entity for such purpose) or by another method of allocation
      which
      does not take account of the equitable considerations referred to in the first
      sentence of this Section 7(d). The amount paid by an indemnified person as
      a
      result of the expenses, claims, losses, damages or liabilities (or actions
      or
      proceedings in respect thereof) referred to in the first sentence of this
      Section 7(d) shall be deemed to include any legal or other expenses reasonably
      incurred by such indemnified person in connection with investigating or
      defending any claim, action or proceeding which is the subject of this Section
      7(d). No person guilty of fraudulent misrepresentation (within the meaning
      of
      Section 11(f) of the Act) shall be entitled to contribution from any person
      who
      was not guilty of such fraudulent misrepresentation. The obligations of sellers
      of Shares to contribute pursuant to this Section 7(d) shall be several in
      proportion to the respective amounts of Shares sold by them pursuant to a
      Registration Statement.

     

    
      
        
        

      

      
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    8.  Rule
      144 Information.
      For so
      long as the Company shall remain a reporting company under the Exchange Act,
      the
      Company will at all times keep publicly available adequate current public
      information with respect to the Company of the type and in the manner specified
      in Rule 144(c) promulgated under the Act.

     

    9.  Limitations
      on Subsequent Registration Rights. Except
      for the Company’s obligations under the Private Place Rights Agreement as
      currently in effect, from and after the date of this Agreement, the Company
      shall not, without the prior written consent of the Holders of a majority of
      the
      Registrable Shares then outstanding and/or issuable, enter into any agreement
      with any holder or prospective holder of any securities of the Company which
      would (a) prohibit, limit or delay the filing or effectiveness of the
      Registration Statement(s) required under Section 2 above, (b) require the
      Company to include such securities in any Registration filed under Section
      2
      above, (c) prohibit or limit the inclusion of Shares in any Registration
      described in Section 3 above, or (d) grant to such holder or prospective holder
      priority over the Holders in the event of any “cutback” described in Section
      3(c) above.

     

    10.  Notices.
      All
      notices, requests, demands and other communications required or permitted under
      this Agreement shall be in writing and shall be given by personal delivery,
      by
      telecopier (with confirmation of receipt), or by recognized overnight courier
      service (with all charges prepaid or billed to the account of the sender),
      addressed (a) if to the Company, at its office at Regus House, Heronsway,
      Chester Business Park, Chester, CH4 9QR, United Kingdom, Attention: Simon
      Chadwick, Telecopier: 011-44-870-134-2941, or such other address or telecopier
      number as shall have been specified by the Company to the Holders by written
      notice, or (b) if to any Holder, at his, her or its address or telecopier number
      as same appears on the records of the Company. All notices shall be deemed
      to
      have been given either at the time of the delivery or telecopy thereof (provided
      that any telecopy which is sent at any time which is not during normal business
      hours at the point of receipt shall be deemed to have been given on the next
      succeeding Business Day), or, if sent by overnight courier, on the third
      (3rd)
      Business Day following delivery thereof to the overnight courier service.


     

    
      
        
        

      

      
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    11.  Waiver
      and Amendment.
      No
      waiver, amendment or modification of this Agreement or of any provision hereof
      shall be valid unless evidenced by a writing duly executed by the Company and
      Holders holding, in the aggregate, a majority of the Registrable Shares then
      outstanding and/or issuable. No waiver of any default hereunder shall be deemed
      a waiver of any other, prior or subsequent default hereunder.

     

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

     

    13.  Binding
      Effect.
      This
      Agreement shall binding upon and shall inure to benefit of the Company and
      the
      Holders and their respective successors in interest from time to
      time.

     

    14.  Captions.
      The
      captions and Section headings used in this Agreement are for convenience only,
      and shall not affect the construction or interpretation of this Agreement or
      any
      of the provisions hereof.

     

    15.  Gender.
      All
      pronouns used in this Agreement in the masculine, feminine or neuter gender
      shall, as the context may allow, also refer to each other gender. 

     

    16.  Entire
      Agreement.
      This
      Agreement constitutes the sole and entire agreement and understanding between
      the parties hereto as to the subject matter hereof, and supersedes all prior
      discussions, agreements and understandings of every kind and nature between
      them
      as to such subject matter.

     

    17.  Reliance
      and Benefit.
      This
      Agreement is intended to benefit, and may be relied upon by, all Holders from
      time to time, as if such Holders were expressly named herein, party hereto
      and
      signatory hereon.

     

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    IN
      WITNESS WHEREOF,
      the
      Company has executed this Agreement as of the date first set forth
      above.

    

      
        	
                AFTERSOFT
                  GROUP, INC.

              
	 	 
	
                By:

              	
                /s/
                  Simon Chadwick

              
	 	
                Name:

              	
                Simon
                  Chadwick

              
	 	
                Title:

              	
                Chief
                  Operating Officer

              


      

       

      
        
          
          

        

        
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