EXHIBIT
      10.3

     

    
      	
              $5,000,000

            	
              December
                21, 2007

            


    

     

    CONVERTIBLE
      TERM NOTE

     

    This
      Note and the Common Stock issuable upon conversion hereof (until such time,
      if
      any, as such Common Stock is registered with the Securities and Exchange
      Commission pursuant to an effective registration statement) have not been
      registered under the Securities Act of 1933, as amended (the “Act”), or any
      state securities laws, and may not be sold, offered for sale of otherwise
      transferred unless registered or qualified under the Act and applicable state
      securities laws or unless the Maker receives an opinion, in form and from
      counsel reasonably acceptable to the Maker, that registration, qualification
      or
      other such actions are not required under any such laws.

     

    FOR
      VALUE
      RECEIVED, 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 (collectively with ComVest, the “Payee”),
      the
      sum of Five Million ($5,000,000) Dollars (the “Principal”),
      with
      interest thereon, on the terms and conditions set forth herein and in the
      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”).
      Terms
      defined in the Loan Agreement and not otherwise defined herein shall have the
      meanings assigned thereto in the Loan Agreement.

     

    Payments
      of principal of, interest on and any other amounts with respect to this
      Convertible Promissory Note (this “Note”)
      are to
      be made in lawful money of the United States of America.

     

    Principal
      and accrued interest of this Note may or shall be convertible into common stock
      of the Maker as provided in Section 3 below. 

     

    1. Payments.

     

    (a) Interest.
      This
      Note shall bear interest (“Interest”)
      on
      Principal amounts outstanding from time to time from the date hereof at the
      rate
      of eleven (11%) percent per annum; provided,
      however,
      that
      during the continuance of any Event of Default, the Interest rate hereunder
      shall be increased to sixteen (16%) percent per annum. All Interest shall be
      computed on the daily unpaid Principal balance of this Note 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 on the maturity
      hereof.

     

    (b) Principal.
      The
      Principal of this Note shall be payable (i) in twenty-three (23) equal monthly
      installments of $208,333.33 each, due and payable on the first day of each
      calendar month commencing January 1, 2009 and continuing through and including
      November 1, 2010, and (ii) a final installment due and payable on
      November 30, 2010 in an amount equal to the entire remaining principal balance
      of this Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Non-Business
      Day.
      If any
      scheduled payment date as aforesaid is not a business day in the State of New
      York or the State of Florida, then the payment to be made on such scheduled
      payment date shall be due and payable on the next succeeding business day,
      with
      additional interest on any Principal amount so delayed for the period of such
      delay.

     

    2. Prepayment.

     

    (a) Optional
      Prepayment of Principal.
      The
      unpaid Principal balance of this Note may, at the Maker’s option, be prepaid in
      whole or in part, at any time or from time to time upon fifteen (15) days’ prior
      written notice to the Payee, provided that the Payee shall retain the right
      to
      convert all or any portion of such Principal amount called for prepayment,
      together with any or all Interest accrued thereon, at any time prior to the
      date
      fixed for prepayment, and thereafter until such prepayment is actually made.
      Any
      optional prepayment of Principal hereunder shall require the simultaneous
      payment of a prepayment premium as provided in Section 2.04(c) of the Loan
      Agreement.

     

    (b) Mandatory
      Prepayment of Principal.
      The
      Principal of this Note may be required to be prepaid, in whole or in part,
      at
      any time and from time to time in accordance with Section 2.02(b) or Section
      2.08 of the Loan Agreement. In addition, if such mandatory prepayment arises
      by
      reason of a Sale, such prepayment shall be subject to the payment of a
      prepayment premium as provided in Section 2.04(c) of the Loan
      Agreement.

     

    (c) Interest.
      Except
      to the extent that such Interest is converted as herein provided, each
      prepayment of Principal shall be accompanied by all accrued Interest on the
      Principal amount prepaid or converted accrued to the date of prepayment or
      conversion.

     

    (d) Application
      of Payments.
      Any and
      all prepayments hereunder shall be applied first to any prepayment premium
      required under Section 2(a) or 2(b) above, then to unpaid accrued Interest
      on
      the Principal amount being prepaid, and finally to the remaining Principal
      installments in inverse order of maturity. 

     

    3. Conversion.

     

    (a) Optional
      and Mandatory Conversion.
      The
      Payee may, at its option, upon written notice to the Maker given at any time
      and
      from time to time, convert all or any portion of the unpaid Principal balance
      of
      this Note, and/or any accrued Interest thereon, into shares of common stock
      of
      the Maker (“Common
      Stock”),
      at a
      price of $1.50 per share of Common Stock (as same may be adjusted from time
      to
      time in accordance herewith, the “Conversion
      Price”).
      In
      addition, if (i) there is not then continuing any Default or Event of
      Default under and as defined in the Loan Agreement, (ii) the Common Stock
      is then traded or listed for trading on any national securities exchange, the
      NASDAQ Global Market, the NASDAQ Select Market or any other NASDAQ market,
      or
      the OTC Bulletin Board, (iii) there is then in effect a valid registration
      statement under the Securities Act of 1933, as amended, in respect of the Common
      Stock issued and issuable upon conversion of this Note and upon exercise of
      the
      Warrants issued pursuant to the Loan Agreement, such that all such shares of
      Common Stock will be freely tradable immediately upon issuance at such time,
      (iv) the Maker is current in all of its required filings with the Securities
      and
      Exchange Commission and all other regulatory filings, (v) the reported Trading
      Price (as hereinafter defined) of the Common Stock for each of the twenty (20)
      consecutive trading days immediately prior thereto has been equal to or greater
      than 150% of the Conversion Price in effect on each such trading day, and (vi)
      the average daily trading volume of the Common Stock as reported by the
      principal exchange or trading medium on which the Common Stock is listed or
      quoted has been equal to or greater than 50,000 shares (such number to be
      subject to adjustment on a proportionate basis in the event of each and every
      stock split, stock dividend, combination of shares, recapitalization or other
      such event respecting the Common Stock which may occur subsequent to the date
      hereof) during the three (3) months immediately prior thereto, then
      the
      Maker may, upon five (5) business days’ prior written notice to the Payee,
      require the Payee to convert all or any portion of the Principal of this Note
      into shares of Common Stock at the Conversion Price then in effect; and in
      the
      event of any such conversion at the option of the Maker, the Maker shall give
      written notice thereof to the Payee certifying as to the satisfaction of the
      foregoing conditions (including a detailed schedule of Trading Prices and
      volumes for purposes of the foregoing clauses (v) and (vi)), and shall pay
      to
      the Payee, simultaneously with the delivery of stock certificates in accordance
      with Section 3(c), all unpaid accrued Interest on the Principal amount so
      converted. As used herein, the term “Trading
      Price”
on
      any
      relevant date means the closing sale price (or, if no closing sale price is
      reported, the last reported sale price) of the Common Stock (regular way).
      The
      effective date of any conversion hereunder is herein referred to as the
“Conversion
      Date.”
To
      the
      extent that this Note is converted only in part, then such conversion shall
      be
      treated as a prepayment of the Principal amount converted in accordance with
      Section 2(d) above, provided that no prepayment premium shall be required in
      respect of any conversion.

     

    
      
        
        

      

      
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    (b) Mechanics
      of Conversion.
      Upon
      notice to the Maker of the Payee’s conversion election as provided in Section
      3(a), or upon notice to the Payee of the Maker’s conversion election as provided
      in Section 3(a), the Maker shall, in accordance with Section 3(c), issue to
      the
      Payee (or to the Payee’s designee(s) set forth in the Payee’s conversion
      election, or in any direction given to the Maker in response to the Maker’s
      conversion election) the number of shares of Common Stock to which the Payee
      shall be entitled upon such conversion, and shall deliver or cause to be
      delivered to the Payee or such designee(s) the certificates representing such
      shares of Common Stock. All shares of Common Stock issued or delivered upon
      any
      conversion hereunder shall, when issued or delivered, be duly authorized,
      validly issued, fully paid and nonassessable. In lieu of any fractional shares
      to which the Payee would otherwise be entitled, the Maker shall pay cash equal
      to such fraction multiplied by the per share Conversion Price.

     

    (c) Issuance
      of Common Stock Upon Conversion.
      Within
      a reasonable time, not exceeding five (5) Business Days after the Conversion
      Date, the Maker shall deliver or cause to be delivered, to or upon the written
      order of the Payee of this Note so converted, certificates representing the
      number of fully paid and nonassessable shares of Common Stock into which this
      Note has been converted in accordance with the provisions of this Section 3.
      If
      so requested by the Maker, the Payee shall, within a reasonable time (not
      exceeding five (5) Business Days after receipt by the Payee of such
      certificates), surrender this Note to the Maker for cancellation, against
      delivery of a replacement Note representing the remaining balance (if any)
      of
      this Note which has not been converted. Subject to the following provisions
      of
      this Section 3, such conversion shall be deemed to have occurred on the
      Conversion Date, so that the Payee of this Note or such Payee’s designee(s)
      shall be treated for all purposes as having become the record holder of such
      shares of Common Stock at such time.

     

    
      
        
        

      

      
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    (d) Taxes
      on Conversion.
      The
      issuance of certificates for shares for Common Stock upon the conversion of
      this
      Note shall be made without charge by the Maker to the converting Payee for
      any
      tax in respect of the issuance of such certificates and such certificates shall
      be issued in the name of, or in such names as may be directed by, the Payee
      of
      this Note; provided,
      however,
      that
      the Maker shall not be required to pay any tax which may be payable in respect
      of any transfer involved in the issuance or delivery of any such certificate
      in
      a name other than that of the Payee, and the Maker shall not be required to
      issue or deliver such certificates unless or until the person or persons
      requesting the issuance thereof shall have paid to the Maker the amount of
      any
      such tax or shall have established to the satisfaction of the Maker that any
      such tax has been paid; and further provided,
      that
      the Maker shall not be required to pay any income tax to which the Payee may
      be
      subject in respect of the issuance of this Note or the shares issued upon
      conversion hereof.

     

    (e) Adjustment
      of Shares.

     

    (i) Stock
      Dividends, Distributions or Subdivisions.
      In the
      event that, at any time and from time to time from and after the date of this
      Note, the Maker shall issue additional shares of Common Stock (or securities
      convertible into Common Stock) in a stock dividend, stock distribution or
      subdivision paid with respect to Common Stock, or declare any dividend or other
      distribution payable in additional shares of Common Stock (or securities
      convertible into Common Stock) or effect a split or subdivision of the
      outstanding shares of Common Stock, then, concurrently with the effectiveness
      of
      such stock dividend, stock distribution or subdivision, the then-effective
      Conversion Price shall be proportionately decreased, and the number of shares
      of
      Common Stock issuable upon conversion of this Note shall thus be proportionately
      increased. The Maker shall not, at any time, take any action which would cause
      the Conversion Price to be reduced to an amount less than the par value per
      share of the class of stock into which this Note is convertible.

     

    (ii) Combinations
      or Consolidations.
      In the
      event that, at any time and from time to time from and after the date of this
      Note, the outstanding shares of Common Stock shall be combined or consolidated,
      by reclassification or otherwise, into a lesser number of shares of Common
      Stock, then, concurrently with the effectiveness of such combination or
      consolidation, the then-effective Conversion Price shall be proportionately
      increased, and the number of shares of Common Stock issuable upon conversion
      of
      this Note shall thus be proportionately decreased. 

     

    (iii) Other
      Dividends or Distributions.
      If the
      Maker, at any time or from time to time after the issuance of this Note, makes
      a
      distribution to the holders of Common Stock which is payable in securities
      of
      the Maker other than Common Stock, then, in each such event, provision shall
      be
      made so that the Payee shall receive upon conversion of this Note, in addition
      to the number of shares of Common Stock, the amount of such securities of the
      Maker which would have been received if the portion of this Note so converted
      had been exercised for Common Stock on the date of such event, subject to
      adjustments subsequent to the date of such event with respect to such
      distributed securities which shall be on terms as nearly equivalent as
      practicable to the adjustments provided in this Section 3(e)(iii) and all
      other adjustments under this Section 3(e). Nothing contained in this
      Section 3(e)(iii) shall be deemed to permit the payment of any distribution
      in
      violation of the Loan Agreement.

     

    
      
        
        

      

      
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    (iv) Merger,
      Consolidation or Exchange.
      If, at
      any time or from time to time after the date of this Note, there occurs any
      merger, consolidation, arrangement or statutory share exchange of the Maker
      with
      or into any other person or entity, then, in each such event, provision shall
      be
      made so that the Payee shall receive upon conversion of this Note the kind
      and
      amount of shares and other securities and property (including cash) which would
      have been received upon such merger, consolidation, arrangement or statutory
      share exchange by the Payee if the portion of this Note so converted had been
      exercised for shares of Common Stock immediately prior to such merger,
      consolidation, arrangement or statutory share exchange, subject to adjustments
      for events subsequent to the effective date of such merger, consolidation,
      arrangement or statutory share exchange with respect to such shares and other
      securities which shall be on terms as nearly equivalent as practicable to the
      adjustments provided in this Section 3(e)(iv) and all other adjustments
      under this Section 3(e). Nothing contained in this Section 3(e)(iv) shall
      be deemed to permit any such transaction in violation of the Loan
      Agreement.

     

    (v) Recapitalization
      or Reclassification.
      If, at
      any time or from time to time after the date of this Note, the shares of Common
      Stock issuable upon conversion of this Note are changed into the same or a
      different number of securities of any class of the Maker, whether by
      recapitalization, reclassification or otherwise (other than a merger,
      consolidation, arrangement or statutory share exchange provided for elsewhere
      in
      this Section 3(e)), then, in each such event, provision shall be made so
      that the Payee shall receive upon conversion of this Note the kind and amount
      of
      securities or other property which would have been received in connection with
      such recapitalization, reclassification or other change by the Payee if the
      portion of this Note so converted had been converted immediately prior to such
      recapitalization, reclassification or change, subject to adjustments for events
      subsequent to the effective date of such recapitalization, reclassification
      or
      other change with respect to such securities which shall be on terms as nearly
      equivalent as practicable to the adjustments provided in this
      Section 3(e)(v) and all other adjustments under this
      Section 3(e).

     

    (vi) Extraordinary
      Dividends or Distributions.
      If, at
      any time or from time to time after the date of this Note, the Maker shall
      declare a dividend or any other distribution upon the Common Stock payable
      otherwise than out of current earnings, retained earnings or earned surplus
      and
      otherwise than in shares of Common Stock, then the Conversion Price in effect
      immediately prior to such declaration shall be reduced by an amount equal,
      in
      the case of a dividend or distribution in cash, to the amount thereof payable
      per share of Common Stock or, in the case of any other dividend or distribution,
      to the value thereof per share of Common Stock at the time such dividend or
      distribution was declared, as determined by the Board of Directors of the Maker
      in good faith. Such reductions shall take effect as of the date on which a
      record is taken for the purposes of the subject dividend or distribution, or,
      if
      a record is not taken, the date as of which the holders of record of Common
      Stock entitled to such dividend or distribution are to be determined. Nothing
      contained in this Section 3(e)(vi) shall be deemed to permit the payment of
      any
      dividend in violation of the Loan Agreement.

     

    
      
        
        

      

      
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    (vii)  Dilutive
      Issuances.
      (A) If
      the Maker, at any time or from time to time, issues or sells any Additional
      Shares of Common Stock (as defined below), other than as provided in the
      foregoing subsections of this Section 3(e), for a price per share (which,
      in the case of options, warrants, convertible securities or other rights,
      includes the amounts paid therefor plus the exercise price, conversion price
      or
      other such amounts payable thereunder) that is less than the
      Conversion Price then in effect, then and in each such case, the then applicable
      Conversion Price shall automatically be reduced as of the opening of business
      on
      the date of such issue or sale, to a price determined by multiplying the
      Conversion Price then in effect by a fraction (i) the numerator of which
      shall be (A) the number of share of Common Stock deemed outstanding (as
      determined below) immediately prior to such issue or sale, plus (B) the
      number of shares of Common Stock which the aggregate consideration received
      by
      the Maker for the total number of Additional Shares of Common Stock so issued
      would purchase at such Conversion Price, and (ii) the denominator of which
      shall be the number of shares of Common Stock deemed outstanding (as defined
      below) immediately prior to such issue or sale plus the total number of
      Additional Shares of Common Stock so issued; provided,
      however,
      that
      upon the expiration or other termination of options, warrants or other rights
      to
      purchase or acquire Common Stock which triggered any adjustment under this
      Section 3(e)(vii), and upon the expiration or termination of the right to
      convert or exchange convertible or exchangeable securities (whether by reason
      of
      redemption or otherwise) which triggered any adjustment under this Section
      3(e)(vii), if any thereof shall not have been exercised, converted or exchanged,
      as applicable, the number of shares of Common Stock deemed to be outstanding
      pursuant to this Section 3(e)(vii) shall be reduced by the number of shares
      as to which options, warrants and rights to purchase or acquire Common Stock
      shall have expired or terminated unexercised, and as to which conversion or
      exchange rights shall have expired or terminated unexercised, and such number
      of
      shares shall no longer be deemed to be outstanding; and the Conversion Price
      then in effect shall forthwith be readjusted and thereafter be the price that
      it
      would have been had adjustment been made on the basis of the issuance only
      of
      the shares of Common Stock actually issued. For purposes of the preceding
      sentence, the number of shares of Common Stock deemed to be outstanding as
      of a
      given date shall be the sum of (x) the number of shares of Common Stock
      actually outstanding, (y) the number of shares of Common Stock into which
      this Note could be converted on the day immediately preceding the given date,
      and (z) the number of shares of Common Stock which could be obtained
      through the exercise or conversion of all other rights, options and convertible
      securities outstanding on the day immediately preceding the given date. For
      purposes hereof, “Additional
      Shares of Common Stock”
shall
      mean all shares of Common Stock, and all options, warrants, convertible
      securities or other rights to purchase or acquire Common Stock, issued by the
      Maker other than (i) shares of Common Stock issued pursuant to the exercise
      of options, warrants or convertible securities outstanding on the date hereof
      (including, without limitation, all of the Warrants issued pursuant to the
      Loan
      Agreement), or hereafter issued from time to time pursuant to and in accordance
      with stock purchase or stock option plans as in effect on the date hereof,
      and
      (ii) shares of Common Stock and/or options, warrants or other Common Stock
      purchase rights for up to an aggregate of 12,000,000 shares of Common Stock
      (such number to be subject to adjustment in accordance with Sections 3(e)(i)
      and
      3(e)(ii) above), provided that, in each case, such options, warrants or other
      rights (A) have an exercise price per share of Common Stock equal to or greater
      than the then-current fair market value of a share of Common Stock, as
      determined in good faith by the Board of Directors of the Maker or the
      Compensation Committee thereof, and (B) are issued to employees, officers or
      directors of, or consultants to, the Maker or any Subsidiary pursuant to stock
      purchase or stock option plans or other arrangements that are approved by the
      Maker’s Board of Directors or the Compensation Committee thereof, and by the
      Maker’s stockholders.

     

    
      
        
        

      

      
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    (B) In
      the
      event that the exercise price, conversion price, purchase price or other price
      at which shares of Common Stock are purchasable pursuant to any options,
      warrants, convertible securities or other rights to purchase or acquire Common
      Stock is reduced at any time or from time to time (other than under or by reason
      of provisions designed to protect against dilution), then, upon such reduction
      becoming effective, the Conversion Price then in effect hereunder shall
      forthwith be decreased to such Conversion Price as would have been obtained
      had
      the adjustments made and required under this Section 3(e)(vii) upon the issuance
      of such options, warrants, convertible securities or other rights been made
      upon
      the basis of (and the total consideration received therefor) (i) the issuance
      of
      the number of shares of Common Stock theretofore actually delivered upon the
      exercise, conversion or exchange of such options, warrants, convertible
      securities or other rights, (ii) the issuance of all of the Common Stock and
      all
      other options, warrants, convertible securities and other rights to purchase
      or
      acquire Common Stock issued after the issuance of the modified options,
      warrants, convertible securities or other rights, and (iii) the original
      issuance at the time of the reduction of any such options, warrants, convertible
      securities or other rights then still outstanding.

     

    (C) In
      no
      event shall an adjustment under this Section 3(e)(vii) be made if it would
      result in an increase in the then applicable Conversion Price.

     

    (viii) Certificate
      of Adjustment.
      Whenever the Conversion Price and/or the number of share of Common Stock
      receivable upon conversion of this Note is adjusted, the Maker shall promptly
      deliver to the Payee a certificate of adjustment, setting forth the Conversion
      Price and/or shares of Common Stock issuable after adjustment, a brief statement
      of the facts requiring the adjustment and the computation by which the
      adjustment was made. The certificate of adjustment shall be prima facie evidence
      of the correctness of the adjustment.

     

    (ix) Successive
      Application.
      The
      provisions of this Section 3(e) shall be applicable successively to each event
      described herein which may occur subsequent to the date of this Note and prior
      to the conversion in full of this Note.

     

    (x) Fractional
      Shares.
      No
      fractional shares of Common Stock shall be issuable by reason of any adjustments
      made pursuant to this Section 3(e); and in lieu of any such fractional shares,
      the Maker shall pay cash therefor in accordance with Section 3(b)
      above.

     

    (f) No
      Impairment.
      The
      Maker will not, by amendment of its incorporation documents or through any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder but will at all times in good faith assist in the carrying out of
      all
      the provisions of this Section 3 and in the taking of all such action as may
      be
      necessary or appropriate in order to protect the conversion rights of the Payee
      of this Note against impairment. In the event of any merger or consolidation
      in
      which the Maker is not the surviving entity, the Maker shall make appropriate
      arrangements in order that, upon any subsequent conversion of this Note, the
      Payee shall become entitled to receive the same securities or other
      consideration that such Payee would have received had such conversion been
      made
      immediately prior to the consummation of such merger or consolidation, subject
      to further adjustments, of the type provided in this Note, with respect to
      any
      events relating to any such securities occurring subsequent to the consummation
      of such merger or consolidation.

     

    
      
        
        

      

      
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    (g) Common
      Stock Reserved.
      The
      Maker shall at all times reserve and keep available out of its authorized but
      unissued Common Stock such number of shares of Common Stock as shall from time
      to time be sufficient to effect the full conversion of this Note into Common
      Stock. 

     

    (h) Restricted
      Securities.
      The
      shares of Common Stock issuable to the Payee hereunder (the “Shares”)
      may
      not, at the time of issuance, have been registered under any federal or state
      securities laws, and may constitute “restricted securities” within the meaning
      of federal and state securities laws. By its receipt of Shares, if the Shares
      are not then the subject of an effective registration statement under the
      Securities Act, the Payee will be deemed to acknowledge and confirm that it
      is
      receiving such Shares for its own account for investment, and not with a view
      to
      the resale or distribution thereof in violation of any federal or state
      securities laws. 

     

    4. Loan
      Documents.
      This
      Note is the Tranche A Term 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 in 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 under
      the
      Loan Agreement 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 in any and all other
      instruments evidencing and/or securing the indebtedness under this Note, or
      as
      may be provided under the law.

    


    5. Communications
      and Notices.
      Except
      as otherwise specifically provided herein, all communications and notices
      provided for in this Note shall be sent by reputable overnight courier or
      facsimile to the Payee at the Payee’s address as provided to the Secretary of
      the Maker from time to time and, if to the Maker, at Regus House, Heronsway,
      Chester Business Park, Chester, CH4 9QR, United Kingdom, Attention: Simon
      Chadwick, Fax # 011-44-870-134-2941. Any notice sent by overnight courier shall
      be deemed given on the third (3rd)
      Business Day after being deposited with the courier with all charges prepaid
      or
      billed to the account of the sender. Any notice sent by facsimile shall be
      deemed received on the date on which such notice is sent if such notice is
      sent
      during normal business hours at the point of receipt (or otherwise on the next
      succeeding Business Day). The Maker and the Payee may from time to time change
      their respective addresses or fax numbers, for purposes of this Section 5,
      by
      written notice to the other parties; provided, however, that notice of such
      change shall be effective only upon receipt.

     

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

     

    
      
        
        

      

      
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    7. Assignment.
      This
      Note shall be binding upon and shall inure to the benefit of the respective
      successors and permitted assigns of the parties hereto, provided that the Maker
      may not assign any of its rights or obligations hereunder without the prior
      written consent of the Payee.

     

    8. Waiver
      and Amendment.
      No
      waiver of a right in any instance shall constitute a continuing waiver of
      successive rights, and any one waiver shall govern only the particular matters
      waived. Neither any provision of this Note nor any performance hereunder may
      be
      amended or waived except pursuant to an agreement in writing signed by the
      party
      against whom enforcement thereof is sought. Except as otherwise expressly
      provided in this Note, the Maker hereby waives diligence, demand, presentment
      for payment, protest, dishonor, nonpayment, default, notice of any and all
      of
      the foregoing, 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 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.

     

    9. Usury
      Savings Clause.
      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 the Loan
      Agreement or any Loan Document thereunder, 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.

     

    10. Collection
      Costs.
      In the
      event that the Payee shall place this Note in the hands of an attorney for
      collection during the continuance of any Event of Default, the Maker shall
      further be liable to the Payee for all costs and expenses (including reasonable
      attorneys’ fees) which may be incurred by the Payee in enforcing this Note, all
      of which costs and expenses shall be obligations under and part of this Note;
      and the Payee may take judgment for all such amounts in addition to all other
      sums due hereunder.

     

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    IN
      WITNESS WHEREOF, the Maker has executed this Note on the date first above
      written.

    

      
        	
                AFTERSOFT
                  GROUP, INC.

              	 
	 	 
	
                By:

              	
                /s/
                  Simon Chadwick

              	 
	 	
                Name:
                  

              	
                Simon
                  Chadwick

              	 
	 	
                Title:
                  

              	
                Chief
                  Operating Officer

              	 


      

       

      
        
          
          

        

        
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