EMPLOYMENT
        AGREEMENT

      


      BETWEEN

      


      AFTERSOFT
        GROUP, INC.

      


      And

      


      CHARLES
        TRAPP

      (Executive)

      


      THIS
        EMPLOYMENT AGREEMENT
        (this
“Agreement”), dated as of December 1, 2008 (the “Effective Date”) is entered
        into by and between Aftersoft Group, Inc., a Delaware corporation (the
“Company”), and Charles Trapp, an individual with a physical address at 1158
        Staffler Road, Bridgewater, NJ 08807 (the “Executive”) (collectively, the
“Parties,” individually, a “Party”).

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        the Board of Directors of the Company (the “Board”) has requested and the
        Executive has agreed to provide services to the Company as Executive Vice
        President and Chief Financial Officer in order to continue his efforts on
        behalf
        of the Company; and 

       

      WHEREAS,
        the Board has determined that it is in the best interest of the Company,
        its
        affiliates, and its stockholders to assure that the Company will have the
        continued dedication of the Executive, notwithstanding the possibility, threat,
        or occurrence of a Change of Control (as defined Article Seven herein); and
        

       

      WHEREAS,
        the Board has determined that it is in the best interests of the Company
        and its
        stockholders to indemnify the Executive for claims for damages arising out
        of or
        relating to the performance of such services to the Company in accordance
        with
        the terms and conditions set forth in this Agreement and pursuant to Delaware
        law; and

       

      WHEREAS,
        as
        an
        inducement to serve and in consideration for such services, the Company has
        agreed to indemnify the Executive for claims for damages
        arising out of or relating to the performance of such services to the Company
        in
        accordance with the terms and conditions set forth in a separate agreement,
        which indemnification agreement is attached as an exhibit hereto and is
        incorporated herein by reference; and

       

      WHEREAS,
        in order to accomplish these objectives and establish the rights, duties
        and
        obligations of the Parties, which shall be generally stated herein and which
        may
        be more fully stated in other agreements between the Parties, including
        equity-based agreements, indemnity agreements, and other employment or incentive
        related agreements as the Company or the Board may adopt from time to time,
        the
        Board has caused the Company to enter into this Agreement; 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants and
        agreements set forth herein, the Parties, intending to be legally bound,
        hereby
        agree as follows:

       

      ARTICLE
        ONE

       

      DEFINITIONS

       

      1. Definitions.
        As used in this Agreement:

       

      1.1 The
        term
“Accrued Obligations,” when used in the case of the Executive’s death or
        disability shall mean the sum of
        (1) the that portion Executive’s Base Salary that was not previously paid
        to the Executive from the last payment date through the Date of Termination,
        and
        (2) any Severance Benefit due.

       

      1.2 The
        term
“Automatic Extension” shall have the meaning set forth in Section 2.2
        herein.

       

      1.3 The
        term
“Base Salary” shall have the meaning set forth in Section 3.1
        herein.

       

      1.4 The
        term
“Board” shall have the meaning set forth in the recitals.

       

      1.5 The
        term
“Cause” shall have the meaning set forth in Section 4.3 herein.

       

      1.6 The
        term
“Common Stock” shall mean the Common Stock, par value $0.0001, of the
        Company.

       

      1.7 The
        term
“Compensation Committee” shall mean the Compensation Committee of the
        Company.

       

      1.8 The
        term
“Corporate Documents” shall mean the Company’s Certificate of Incorporation, as
        amended and/or its Bylaws, as amended.

       

      1.9 The
        term
“Effective Date” shall have the meaning set forth in the preamble.

       

      1.10 The
        term
“Good Reason” shall have the meaning set forth in Section 4.4
        herein.

       

      1.11 The
        term
“Initial Term” shall have the meaning set forth in Section 2.2
        herein.


      1.12 The
        term
“Severance Benefit” shall have the meaning set forth in Section 4.8(a)(i)
        herein.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      1.13 The
        term
“Without Cause” shall have the meaning set forth in Section 4.3
        herein.

       

      1.14 The
        term
“Without Good Reason” shall have the meaning set forth in Section 4.5
        herein.

       

      ARTICLE
        TWO


       

      POSITION
        & DUTIES

       

      2. Employment.

       

      2.1 Title.
        The
        Executive shall serve as the Executive Vice President and Chief Financial
        Officer of the Company and agrees to perform services for the Company and
        such
        other affiliates of the Company, as described in Section 3 herein.

       

      2.2 Term.
        The
        Executive’s employment shall be for an initial term of one (1) year (“Initial
        Term”), commencing on the Effective Date. The Executive’s employment shall be
        automatically extended on the day after the first year anniversary of the
        Effective Date (“Automatic Extension”), and on each anniversary date thereof,
        for additional one (1) year periods unless, with respect to any such Automatic
        Extension, Executive’s employment is terminated by either party during the
        60-day period prior to such anniversary date as provided in Article
        Four.

       

      2.3 Duties
        and Responsibilities.
        The
        Executive shall report to the Board and in his capacity as an officer of
        the
        Company shall perform such duties and services as may be appropriate and
        as are
        assigned to him by the Board. During the term of this Agreement Executive
        shall,
        subject to the direction of the Board of the Company, oversee and direct
        the
        operations of the Company, and shall perform such duties as are customarily
        performed by the Executive Vice President and Chief Financial Officer of
        a
        company such as the Company or as are otherwise delegated to him from time
        to
        time by the Board.

       

      2.4 Performance
        of Duties.
        During
        the term of the Agreement, except as otherwise approved by the Board or as
        provided below, the Executive agrees to devote his full business time, effort,
        skill and attention to the affairs of the Company and its subsidiaries, will
        use
        his best efforts to promote the interests of the Company, and will discharge
        his
        responsibilities in a diligent and faithful manner, consistent with sound
        business practices. The foregoing shall not, however, preclude Executive
        from
        devoting reasonable time, attention and energy in connection with the following
        activities, provided that such activities do not materially interfere with
        the
        performance of his duties and services hereunder:


      (a) serving
        as a director or a member of a committee of any company or organization,
        if
        serving in such capacity does not involve any conflict with the business
        of the
        Company or any subsidiary and such other company or organization is not in
        competition, in any manner whatsoever, with the business of the Company or
        any
        of its subsidiaries; 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (b) fulfilling
        speaking engagements; 

       

      (c) engaging
        in charitable and community activities;

       

      (d) managing
        his personal business and investments; and

       

      (e) any
        other
        activity approved of by the Board. For purposes of this Agreement, any activity
        specifically listed on Schedule
        A
        shall be
        considered as having been approved by the Board.

       

      2.5 Representations
        and Warranties of the Executive with Respect to Conflicts, Past Employers
        and
        Corporate Opportunities.
        The
        Executive represents and warrants that: 

       

      (a) his
        employment by the Company will not conflict with any obligations which he
        has to
        any other person, firm or entity; and

       

      (b) he
        will
        not, without disclosure to and approval of the Board, directly or indirectly,
        assist or have an active interest in (whether as a principal, stockholder,
        lender, employee, officer, director, partner, venturer, consultant or otherwise)
        in any person, firm, partnership, association, corporation or business
        organization, entity or enterprise that competes with or is engaged in a
        business which is substantially similar to the business of the Company;
provided,
        however,
        that
        ownership of not more than two percent (2%) of the outstanding securities
        of any
        class of any publicly held corporation shall not be deemed a violation of
        this
        Section 2.6; provided, further, that any investment specifically listed on
        Schedule A shall not be deemed a violation of this Section 2.6.

       

      2.6 Activities
        and Interests with Companies Doing Business with the Company.
        In
        addition to those activities and interests of Executive disclosed on
Schedule
        A
        attached
        hereto, Executive shall promptly disclose to the Board, in accordance with
        the
        Company’s policies, full information concerning any interests, direct or
        indirect, he holds (whether as a principal, stockholder, lender, executive,
        director, officer, partner, venturer, consultant or otherwise) in any business
        which, as reasonably known to Executive, purchases or provides services or
        products to, the Company or any of its subsidiaries, provided that the Executive
        need not disclose any such interest resulting from ownership of not more
        than
        two (2%) of the outstanding securities of any class of any publicly held
        corporation.

       

      2.7 Other
        Business Opportunities.
        Nothing
        in this Agreement shall be deemed to preclude the Executive from participating
        in other business opportunities if and to the extent that: (a) such business
        opportunities are not directly competitive with, similar to the business
        of the
        Company, or would otherwise be deemed to constitute an opportunity appropriate
        for the Company; (b) the Executive’s activities with respect to such
        opportunities do not have a material adverse effect on the performance of
        the
        Executive’s duties hereunder, and (c) the Executive’s activities with respect to
        such opportunity have been fully disclosed in writing to the Board.

       

      2.8 Reporting
        Location.
        For
        purposes of this Agreement, the Executive’s reporting location shall be
        [Allentown, Pennsylvania], which shall include the metropolitan area within
        a
        40-mile radius from the Company’s current office; provided, however, that it is
        understood and agreed that Executive’s responsibilities include frequent travel
        to the United Kingdom with respect to the execution of his duties and
        responsibilities with respect to the Company’s UK operations.


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ARTICLE
        THREE

       

      COMPENSATION

       

      3. Compensation.

       

      3.1 Base
        Salary.

       

      (a) Executive
        shall receive an initial annual base salary of two hundred and twenty thousand
        dollars (US$220,000.00), payable bi-monthly in arrears (the “Base Salary”) and
        subject to all applicable withholding requirements. The Base Salary shall
        be
        reviewed by the Board annually for adequacy. 

       

      3.2 Annual
        Incentive.
        Executive will be eligible to receive annual cash incentives payable for
        the
        achievement of performance goals established by the Compensation Committee;
        provided,
        however,
        that no
        covenants in any then-existing debt facility or any then-outstanding debt
        issuance are or would be violated by payment of such Annual Incentive, if
        paid
        in cash. An Annual Incentive payment may be made in cash if such existing
        covenants have been specifically and explicitly waived in writing by any
        then-lender or investor; provided,
        however,
        that no
        Annual Incentive can be paid if the Company would be required to pay for
        such a
        waiver. Executive will be entitled to an Annual Incentive provided the following
        metrics, as applied to targets established by the Compensation Committee
        or
        independent directors (defined pursuant to NASDAQ rules and
        regulations):

       

      In
        the event the Company’s results amount to less
        than
        80%
        of the established target(s), the Executive will be entitled to no cash
        bonus.

       

      In
        the event the Company’s results are
        equal to
        80%
        of the established target(s), the Executive will be entitled to a cash bonus
        of
        50% of his Base Salary.

      
 

      In
        the event the Company’s results are
        equal to
        100%
        of the established target(s), the Executive will be entitled to a cash bonus
        of
        100% of his Base Salary.

       

      In
        the event the Company’s results are
        equal to or better than
        120%
        of the established target(s), the Executive will be entitled to a cash bonus
        of
        150% of his Base Salary.

       

      Results
        between the established parameters described herein will be
        interpolated.

       

      3.3 
        The
        actual earned Annual Incentive, if any, payable to Executive for any performance
        period will depend upon the extent to which the applicable performance goal(s)
        specified by the Compensation Committee are achieved and will be decreased
        or
        increased for under- or over- performance. Except as specifically provided
        herein, Executive’s Annual Incentive will be subject to the terms and conditions
        of a formal bonus plan that may be adopted by the Compensation Committee
        from
        time to time; provided, that if there is no formal bonus plan that has been
        established by the Company, the Executive’s Annual Incentives shall be establish
        each year by the Compensation Committee. The Compensation Committee has
        established the following targets for purposes of the fiscal year ended June
        30,
        2009, and has authorized the following payout in the event that the lender’s
        covenants have not been waived as provided in Section 3.2
        herein:


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      An
        organic EBITDA target of $3.25 million, which is $250,000 above guidance
        previously given to the Compensation Committee, shall entitle a payout to
        an
        executive pool of $250,000; provided, that cash of at least $50,000 above
        a
        lender’s covenants shall remain in the Company at all times net of such payout.
        Assuming that there is sufficient cash of $50,000 as provided for herein
        and
        $250,000 is available for such a pool, Executive shall be entitled to $60,000
        of
        such bonus pool.

       

      In
        addition, for each organic EBITDA dollar ($1.00) over the organic EBITDA
        target
        provided for above, an additional pool 10% of all such additional organic
        EBITDA
        achieved over the $3.25 million target shall be established. Executive shall
        be
        entitled to 24% of such additional bonus pool.

       

      3.4 Long
        Term Incentives.

       

      (i) Long-Term
        Ongoing Performance Equity Incentive.
        Executive will be eligible to receive long-term performance equity incentives
        at
        a level and on conditions as the Compensation Committee shall establish.
        Any
        long-term incentive will be subject to terms and conditions of the Company’s
        2007 Stock Incentive Plan (the “LTIP”), or any successor thereto, or any other
        equity-based compensation plan that may be established by the Committee and
        approved by the shareholders. In addition, any long-term incentive will be
        subject to the Committee’s standard terms and conditions for the applicable type
        of award, including vesting criteria such as continued service or performance
        objectives. The Committee has established criteria for the first grant to
        Executive under the LTIP, which criteria shall be based on earnings per share
        as
        computed according US GAAP (“EPS”) and return on invested capital (“ROIC”),
        which calculation shall be done in accordance with the calculation set forth
        in
Schedule
        B.
        The
        initial criteria are:

       

      (1) EPS
        targets of $0.01 for FY09, $0.02 for FY10, and $0.04 for FY11. The Executive
        shall be awarded 300,000 performance share units as a base objective, with
        30%
        of the award vesting in the first year of the grant, provided that the base
        target is met, 30% of the award vesting in the second year of the grant,
        provided that the base target is met, and 40% of the award shall vest in
        the
        third and final year of the grant provided that the base target is
        met.

      

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      (2) ROIC
        targets of 3.50% for FY09, 8.00% for FY10, and 13.00% for FY11. The Executive
        shall be awarded 300,000 performance share units as a base objective, with
        30%
        of the award vesting in the first year of the grant, provided that the base
        target is met, 30% of the award vesting in the second year of the grant,
        provided that the base target is met, and 40% of the award shall vest in
        the
        third and final year of the grant provided that the base target is
        met.

       

      (3) The
        following metrics have been established for purposes of the vesting of the
        2008
        awards described in Section 3.4(i)(1) and Section 3.4(i)(2) above: 

       

      In
        the event the Company’s results amount to less
        than
        80%
        of the established target(s), none of the awards will vest.

       

      In
        the event the Company’s results are
        equal to
        80%
        of the established target(s), 50% of the award will vest.

       

      In
        the event the Company’s results are
        equal to
        100%
        of the established target(s), 100% of the award will vest.

       

      In
        the event the Company’s results are
        equal to or better than
        120%
        of the established target(s), 150% of the award will vest.

       

      Results
        between the established parameters described herein will be
        interpolated.

       

      (ii) Stock
        Options.
        Executive will be granted 100,000 options as part of his equity compensation
        component. The options will have a maximum term of ten (10) years. The options
        will vest ratably over a three-year period. Under the first year’s grant, 33,333
        options will have a strike price of $0.75 per share, 33,333 options will
        have a
        strike price of $1.00 per share, and the final tranche of 33,334 options
        will
        have a strike price of $1.25 per share. The Compensation Committee shall
        consider the strike price of future awards of stock options to the Executive
        from time to time in connection with its annual assessment of the Executive’s
        compensation. 

       

      3.5 Participation
        In Benefit Plans.
        

       

      (a) Retirement
        Plans.
        Executive shall be entitled to participate, without any waiting or eligibility
        periods, in all qualified retirement plans provided to other executive officers
        and other key employees.


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (b) Life
        Insurance.
        The
        Company will purchase life insurance on the life of Executive in an amount
        not
        less than $1,500,000, the benefits of which will be payable one-half to the
        Executive’s beneficiary and one-half to the Company. The Executive’s
“beneficiary” is the person or persons (who may be designated concurrently,
        successively or contingently) designated by the Executive in his last effective
        writing filed with the Company prior to his death, or if the Executive shall
        have failed to make an effective designation, the Executive’s beneficiary is his
        spouse, if the Executive is married and his spouse is living at the time
        of each
        payment, and otherwise his surviving children. The Executive shall assist
        the
        Company in procuring such insurance by submitting to such examinations and
        by
        signing such applications and other instruments as may be reasonable and
        as may
        be required by the insurance carriers to which application is made for any
        such
        insurance. The Executive represents that, to the best of his knowledge, he
        is
        currently insurable at standard premium rates for life insurance
        policies.

       

      (c) 
        Employee Benefit Plans and Insurance.
        The
        Executive shall have the right to participate in employee benefit plans and
        insurance programs of the Company that the Company may sponsor from time
        to time
        and to receive customary Company benefits, if those benefits are so offered.
        Nothing herein shall obligate Executive to accept such benefits if and when
        they
        are offered.


      (d) Vacation.

       

      (i) The
        Executive shall be entitled to six weeks of vacation, with pay. No more than
        1.5
        times (1.5x) Executive’s authorized annual vacation allocation may be accrued,
        at any given time. In the event that Executive has reached his maximum
        authorized vacation allocation, accrual will not re-commence until Executive
        uses some of his paid vacation credit and thereby brings the balance below
        his
        maximum. Accrued paid vacation credit forfeited because of an excess balance
        can
        not be retroactively reapplied.

       

      (ii) Pay
        will
        only be provided for any unused, accrued paid vacation credit at the time
        of
        Executive’s separation from the business by the Company due to a reduction in
        force, by Executive upon retirement, or upon his death or disability, provided
        that Executive has been a regular full-time employee for three calendar months
        prior to such event. Termination of employment for Cause by the Company,
        or
        Executive’s resignation, will result in the forfeiture of any unused paid
        vacation credit. 

       

      (e) Paid
        Holidays.
        The
        Executive shall be entitled to such paid holidays as are generally available
        to
        all employees. 

       

      3.6 Relocation
        and Business-related Expenses.
        In the
        event that Executive is required to move from his primary
        residence and consents to such move, then Executive shall be provided with
        relocation assistance as provided below:


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (a) Housing
        and Temporary Lodging.
        The
        Company will pay the costs, for the Executive and his family, of house-hunting
        trips and the cost of transporting the Executive, his spouse, furniture,
        household effects, and vehicles, to the area in which the Company will be
        headquartered. In addition, the Company will pay the cost of the Executive’s
        travel, temporary living expenses, including housing, whether hotel or
        apartment, and meals, during the period prior to the Executive’s move to the
        city in which the Company will be headquartered.

       

      (b) Reimbursement.
        Executive shall be entitled to reimbursement within a reasonable time for
        all
        properly documented and approved expenses for travel. The Company shall
        reimburse business expenses of Executive directly related to Company business,
        including, but not limited to, airfare, lodging, meals, travel expenses,
        medical
        expenses while traveling not covered by insurance, business entertainment,
        expenses associated with entertaining business persons, local expenses to
        governments or governmental officials, tariffs, applicable taxes outside
        of the
        United States or United Kingdom, special expenses associated with travel
        to
        certain countries, supplemental life insurance or supplemental insurance
        of any
        kind or special insurance rates or charges for travel outside the Executive’s
        country of residence (unless such insurance is being provided by the Company),
        rental cars and insurance for rental cars, and any other expenses of travel
        that
        are reasonable in nature or that have been otherwise pre-approved. Executive
        shall be governed by the travel and entertainment policy in effect at the
        Company.


      3.7 Severance
        Benefit.
        In the
        event that Executive’s employment is terminated, other than for Cause, Executive
        shall receive compensation pursuant to Section 4.8 herein.

       

      3.8 Payroll
        Procedures and Policies.
        All
        payments required to be made by the Company to the Executive pursuant to
        this
        Article Three shall be paid on a regular basis in accordance with the Company’s
        normal payroll procedures and policies.

       

      ARTICLE
        FOUR

       

      TERMINATION
        OF EMPLOYMENT

       

      4.1 Death.
        The
        Executive’s employment shall terminate automatically upon the Executive’s death
        during the Employment Term. 

       

      4.2 Disability.
        If the
        Company determines in good faith that the Disability (as defined below) of
        the
        Executive has occurred during the Employment Term, the Company may give the
        Executive notice of its intention to terminate the Executive’s employment. In
        such event, the Executive’s employment hereunder shall terminate effective on
        the 30th
        day
        after receipt of such notice by the Executive (the “Disability Effective Date”);
provided,
        that,
        within
        the 30-day period after such receipt, the Executive shall not have returned
        to
        full-time performance of the Executive’s duties. For purposes of this Agreement,
“Disability” shall mean the absence of the Executive from the Executive’s duties
        hereunder on a full-time basis for an aggregate of 180 days within any
        given period of 270 consecutive days (in addition to any statutorily required
        leave of absence and any leave of absence approved by the Company) as a result
        of incapacity of the Executive, despite any reasonable accommodation required
        by
        law, due to bodily injury or disease or any other mental or physical illness,
        which will, in the opinion of a physician selected by the Company or its
        insurers and acceptable to the Executive or the Executive’s legal
        representative, be permanent and continuous during the remainder of the
        Executive’s life. 


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4.3 Termination
        by Company.
        

       

      (a) Termination
        for Cause.

       

      The
        Company may terminate the Executive’s employment hereunder for Cause (as defined
        below). For purposes of this Agreement, “Cause” shall mean: 

       

      (i) the
        willful and continued failure of the Executive to perform substantially the
        Executive’s duties hereunder (other than any such failure resulting from bodily
        injury or disease or any other incapacity due to mental or physical illness)
        after a written demand for substantial performance is delivered to the Executive
        by the Board or the Chairman of the Company, which specifically identifies
        the
        manner in which the Board or the Chairman of the Company believes the Executive
        has not substantially performed the Executive’s duties; or 

       

      (ii) the
        willful engaging by the Executive in illegal conduct or gross misconduct
        that is
        materially and demonstrably detrimental to the Company and/or its affiliated
        companies, monetarily or otherwise. 

      


      For
        purposes of this provision, no act, or failure to act, on the part of the
        Executive shall be considered “willful” unless done, or omitted to be done, by
        the Executive in bad faith or without reasonable belief that the Executive’s
        action or omission was in the best interests of the Company. Any act, or
        failure
        to act, based upon authority given pursuant to a resolution duly adopted
        by the
        Board, upon the instructions of the Chairman or another Board Member of Company,
        or based upon the advice of counsel for the Company shall be conclusively
        presumed to be done, or omitted to be done, by the Executive in good faith
        and
        in the best interests of the Company and its affiliated companies. The cessation
        of employment of the Executive shall not be deemed to be for Cause unless
        and
        until there shall have been delivered to the Executive a copy of a resolution
        duly adopted by the affirmative vote of not less than two-thirds of the entire
        membership of the Board then in office, excluding the Executive, at a meeting
        of
        the Board called and held for such purpose (after reasonable notice is provided
        to the Executive and the Executive is given an opportunity, together with
        counsel, to be heard before the Board) finding that, in the good faith opinion
        of the Board, the Executive is guilty of the conduct described in subparagraph
        (i) or (ii) above, and specifying the particulars thereof in detail.


       

      (iii) the
        Executive’s conviction of, or plea of nolo contendere to, any felony of theft,
        fraud, embezzlement or violent crime.

      

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      (b) Termination
        without Cause.

       

      All
        terminations by the Company that are not for Cause, or on the occasion of
        the
        Executive death or disability, or that are not terminated during the 60-day
        period prior to any Automatic Extension as provided in Section 2.2 or Section
        4.5 shall be considered Without Cause.

       

      4.4 Termination
        by Executive.
        The
        Executive may terminate the Executive’s employment hereunder (x) at any
        time during the Employment Term for Good Reason (as defined below) or (y)
        during
        the Window Period (as defined below) Without Good Reason. For purposes of
        this
        Agreement, the “Window Period” shall mean the 30-day period immediately
        following the first anniversary of the Effective Date, and “Good Reason” shall
        mean any of the following (without the Executive’s express written consent):


       

      (a) The
        assignment to the Executive of any duties inconsistent in any respect with
        the
        Executive’s position (including status, offices, titles and reporting
        requirements), duties, functions, responsibilities or authority as contemplated
        by Section 2.3 of this Agreement, or any other action by the Company that
        results in a diminution in such position, duties, functions, responsibilities
        or
        authority, excluding for this purpose an isolated, insubstantial and inadvertent
        action not taken in bad faith and which is remedied by the Company promptly
        after receipt of notice thereof given by the Executive;

       

      (b) Any
        failure by the Company to comply with any of the provisions of Section 2.3
        or
        Section 2.5 of this Agreement, other than an isolated, insubstantial and
        inadvertent action not taken in bad faith and which is remedied by the Company
        promptly after receipt of notice thereof given by the Executive; 

       

      (c) The
        Company’s requiring the Executive to be based at any office or location other
        than as provided in Section 2.9 of this Agreement or the Company’s requiring the
        Executive to travel on the Company’s or its affiliated companies’ business to a
        substantially greater extent than during the three-year period immediately
        preceding the Effective Date; 

       

      (d) Any
        failure by the Company to comply with and satisfy Section 8.1 of this Agreement;
        or 

       

      (e) Any
        purported termination by the Company of the Executive’s employment hereunder
        otherwise than as expressly permitted by this Agreement, and for purposes
        of
        this Agreement, no such purported termination shall be effective. 

      


      For
        purposes of this Section 4.4, any good faith determination of “Good Reason” made
        by the Executive shall be conclusive. 

       

      4.5 Termination
        without Prejudice.
        The
        Company or the Executive may terminate this Agreement at any time during
        the
        60-day period prior to the Automatic Extension.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4.6 Notice
        of Termination.
        Any
        termination of the Executive’s employment hereunder by the Company or by the
        Executive (other than a termination pursuant to Section 4.1) shall be
        communicated by a Notice of Termination (as defined below) to the other party
        hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a
        notice which (a) indicates the specific termination provision in this
        Agreement relied upon, (b) in the case of a termination for Disability,
        Cause or Good Reason, sets forth in reasonable detail the facts and
        circumstances claimed to provide a basis for termination of the Executive’s
        employment under the provision so indicated, and (c) specifies the Date of
        Termination (as defined in Section 4.7 below); provided, however, that
        notwithstanding any provision in this Agreement to the contrary, a Notice
        of
        Termination given in connection with a termination for Good Reason shall
        be
        given by the Executive within a reasonable period of time, not to exceed
        120 days, following the occurrence of the event giving rise to such right
        of termination. The failure by the Company or the Executive to set forth
        in the
        Notice of Termination any fact or circumstance which contributes to a showing
        of
        Disability, Cause or Good Reason shall not waive any right of the Company
        or the
        Executive hereunder or preclude the Company or the Executive from asserting
        such
        fact or circumstance in enforcing the Company’s or the Executive’s rights
        hereunder. 

       

      4.7 Date
        of Termination.
        For
        purposes of this Agreement, the “Date of Termination” shall mean the effective
        date of termination of the Executive’s employment hereunder, which date shall be
        (a) if the Executive’s employment is terminated by the Executive’s death,
        the date of the Executive’s death, (b) if the Executive’s employment is
        terminated because of the Executive’s Disability, the Disability Effective Date,
        (c) if the Executive’s employment is terminated by the Company (or
        applicable affiliated company) for Cause or by the Executive for Good Reason,
        the date on which the Notice of Termination is given, (d) if the
        Executive’s employment is terminated pursuant to Section 2.2, the date on which
        the Employment Term ends pursuant to Section 2.2 due to a party’s delivery of a
        Notice of Termination thereunder, and (e) if the Executive’s employment is
        terminated for any other reason, the date specified in the Notice of
        Termination, which date shall in no event be earlier than the date such notice
        is given; provided, however, that if within 30 days after any Notice of
        Termination is given, the party receiving such Notice of Termination notifies
        the other party that a dispute exists concerning the termination, the Date
        of
        Termination shall be the date on which the dispute is finally determined,
        either
        by mutual written agreement of the parties or by a final judgment, order
        or
        decree of a court of competent jurisdiction (the time for appeal therefrom
        having expired and no appeal having been perfected). 

       

      


      4.8 Obligations
        of the Company upon Termination.
        

       

      (a) Good
        Reason or During the Window Period; Other Than for Cause, Death or
        Disability.
        If,
        during the Employment Term, the Company (or applicable affiliated company)
        shall
        terminate the Executive’s employment hereunder other than for Cause or
        Disability or the Executive shall terminate the Executive’s employment for Good
        Reason during the Window Period: 

       

      (i) the
        Company shall pay to the Executive (either in a lump sum or on in equal monthly
        installments over a six (6)-month period after the Date of Termination, at
        the
        Company’s option) the sum
        of
        (1) that portion of Executive’s Base Salary that was not previously paid to
        the Executive from the last payment date through the Date of Termination,
        and
        (2) an
        amount equal 12 months salary at the level of the Executive’s Base Salary then
        in effect, (such 12 months amount is hereinafter referred to as the “Severance
        Amount”);

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (ii) all
        stock
        options, stock appreciation rights, and restricted stock shall immediately
        vest;

      


      (iii) all
        stock
        options and stock appreciation rights shall be payable in Common Stock;


      


      (iv) all
        performance share units that would vest in the course of any fiscal year
        shall
        vest on a pro rata basis; and

       

      to
        the
        extent not theretofore paid or provided, the Company shall timely pay or
        provide
        to the Executive any other amounts or benefits required to be paid or provided
        or which the Executive is eligible to receive under any plan, program, policy,
        practice or arrangement or contract or agreement of the Company and its
        affiliated companies (such other amounts and benefits hereinafter referred
        to as
        the “Other Benefits”). 

       

      (b) Death.
        If the
        Executive’s employment is terminated by reason of the Executive’s death during
        the Employment Term, this Agreement shall terminate without further compensation
        obligations to the Executive’s legal representatives under this Agreement, other
        than for (i) payment of Accrued Obligations (which shall be paid to the
        Executive’s estate or beneficiary, as applicable, in a lump sum in cash within
        90 days of the Date of Termination) and the timely payment or settlement of
        any other amount pursuant the Other Benefits and (ii) treatment of all
        other compensation under existing plans as provided by the terms and rules
        of
        those plans. 

       

      (c) Disability.
        If the
        Executive’s employment is terminated by reason of the Executive’s Disability
        during the Employment Term, this Agreement shall terminate without further
        compensation obligations to the Executive, other than for (i) payment of
        Accrued Obligations (which shall be paid to the Executive in a lump sum in
        cash
        within 90 days of the Date of Termination) and the timely payment or
        settlement of any other amount pursuant to the Other Benefits and
        (ii) treatment of all other compensation under existing plans as provided
        by the terms and rules of those plans. 

       

      (d) Cause;
        Other than for Good Reason or During the Window Period.
        If the
        Executive’s employment is terminated for Cause during the Employment Term, this
        Agreement shall terminate without further compensation obligations to the
        Executive other than the obligation to pay to the Executive Base Salary through
        the Date of Termination plus the amount of any compensation previously deferred
        by the Executive, in each case to the extent theretofore unpaid. If the
        Executive voluntarily terminates the Executive’s employment during the
        Employment Term, excluding a termination either for (i) Good Reason or (ii)
        Without Good Reason during the Window Period, this Agreement shall terminate
        without further compensation obligations to the Executive, other than for
        the
        that portion Executive’s Base Salary that was not previously paid to the
        Executive from the last payment date through the effective date of the
        Executive’s voluntary termination and the timely payment or provision of the
        Other Benefits, as provided in any applicable plan, and the Executive shall
        have
        no further obligations nor liability to the Company. In such case, any amounts
        owed to the Executive shall be paid to the Executive in a lump sum in cash
        within 90 days of the Date of Termination subject to applicable laws and
        regulations. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4.9 Continuation
        of Payments During Disputes.
        The
        Parties agree that in the case of:

       

      (a) termination
        which the Company contends is for Cause, but Executive claims is not for
        Cause;
        or 

       

      (b) termination
        by Executive under Section 4.4 herein,

       

      the
        Company shall continue to pay all compensation due to Executive hereunder
        until
        the resolution of such dispute, but the Company shall be entitled to repayment
        of all sums so paid, if it ultimately shall be determined by a court of
        competent jurisdiction, in a final non-appealable decision, that the termination
        was for Cause or such termination by Executive was not authorized under Section
        4.4 herein, and all sums so repaid shall bear interest at the prime rate
        as
        published in The
        Wall Street Journal
        on the
        date on which such court makes such determination. Any such reimbursement
        of
        payments by Executive shall not include any legal fees or other loss, costs,
        or
        expenses incurred by the Company, notwithstanding any provision of the
        Indemnification Agreement, which is attached as Exhibit
        A
        and is
        considered a part of this Agreement. 

      


       

      ARTICLE
        FIVE

       

      INDEMNIFICATION

       

      5. Indemnification.
        The Executive shall be indemnified and held harmless pursuant to the terms
        and
        conditions set forth in the Indemnity Agreement substantially in the form
        attached as Exhibit
        A
        hereto.


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      ARTICLE
        SIX

       

      CONFIDENTIALITY

       

      6. Confidentially;
        Non-Competition; and Non-Solicitation.
        

       

      6.1 Confidentiality.
        In
        consideration of employment by the Company and Executive’s receipt of the salary
        and other benefits associated with Executive’s employment, and in acknowledgment
        that (a) the Company is engaged in the automotive software business, (b)
        maintains secret and confidential information, (c) during the course of
        Executive’s employment by the Company such secret or confidential information
        may become known to Executive, and (d) full protection of the Company’s business
        makes it essential that no employee appropriate for his or her own use, or
        disclose such secret or confidential information, Executive agrees that during
        the time of Executive’s employment and for a period of two (2) years
        following the termination of Executive’s employment with the Company, Executive
        agrees to hold in strict confidence and shall not, directly or indirectly,
        disclose or reveal to any person, or use for his own personal benefit or
        for the
        benefit of anyone else, any trade secrets, confidential dealings, or other
        confidential or proprietary information of any kind, nature, or description
        (whether or not acquired, learned, obtained, or developed by Executive alone
        or
        in conjunction with others) belonging to or concerning the Company or any
        of its
        subsidiaries, except (i) with the prior written consent of the Company duly
        authorized by its Board, (ii) in the course of the proper performance of
        Executive’s duties hereunder, (iii) for information (x) that becomes generally
        available to the public other than as a result of unauthorized disclosure
        by
        Executive or his affiliates or (y) that becomes available to Executive on
        a
        non-confidential basis from a source other than the Company or its subsidiaries
        who is not bound by a duty of confidentiality, or other contractual, legal,
        or
        fiduciary obligation, to the Company, or (iv) as required by applicable law
        or
        legal process.

       

      6.2 Non-Competition.
        During
        Executive’s employment with the Company and for so long as Executive receives
        any Severance Benefit or is receiving any Severance Amount provided under
        this
        agreement in respect of the termination of his employment, Executive shall
        not
        be engaged as an officer or executive of, or in any way be associated in
        a
        management or ownership capacity with any corporation, company, partnership
        or
        other enterprise or venture which conducts a business which is in direct
        competition with the business of the Company; provided,
        however,
        that
        Executive may own not more than two percent (2%) of the outstanding securities,
        or equivalent equity interests, of any class of any corporation, company,
        partnership, or either enterprise that is in direct competition with the
        business of the Company, which securities are listed on a national securities
        exchange or traded in the over-the-counter market. For purposes of this
        Agreement, a lump sum payment equivalent made to Executive shall be judged
        in
        relation to his most recent annual base salary to determine whether Executive
        is
        continuing to receive a Severance Benefit or Severance Amount and shall be
        measured from the date such payment is received. It is expressly agreed that
        the
        remedy at law for breach of this covenant is inadequate and that injunctive
        relief shall be available to prevent the breach thereof.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      6.3 Non-Solicitation.
        Executive also agrees that he will not, directly or indirectly, during the
        term
        of his employment or within one (1) year after termination of his employment
        for
        any reason, in any manner, encourage, persuade, or induce any other employee
        of
        the Company to terminate his employment, or any person or entity engaged
        by the
        Company to represent it to terminate that relationship without the express
        written approval of the Company; provided,
        however,
        that in
        the event an employee with whom the Executive had a preexisting relationship
        prior to his employment with the Company individually elects to resign as
        a
        consequence of the Executive’s having left the Company’s employ, this non
        solicitation provision this in Section 6.3 shall not prohibit their subsequent
        association. It is expressly agreed that the remedy at law for breach of
        this
        covenant is inadequate and that injunctive relief shall be available to prevent
        the breach thereof.

       

      ARTICLE
        SEVEN

       

      
        CHANGE
          OF CONTROL

         

      

      7. Certain
        Definitions.

       

      7.1 Change
        of Control Effective Date.
        The
“Change of Control Effective Date” shall mean the first date during the Change
        of Control Period (as defined in Section 7.2) on which a Change of Control
        occurs. Notwithstanding anything in this Agreement to the contrary, if a
        Change
        of Control occurs and if the Executive’s employment with the Company (or
        applicable affiliated company) is terminated prior to the date on which the
        Change of Control occurs, and if it is reasonably demonstrated by the Executive
        that such termination of employment (i) was at the request of a third party
        who has taken steps reasonably calculated to effect a Change of Control or
        (ii) otherwise arose in connection with or anticipation of a Change of
        Control, then for all purposes of this Agreement the “Change of Control
        Effective Date” shall mean the date immediately prior to the date of such
        termination of employment. 

       

      7.2 Change
        of Control Period.
        The
“Change of Control Period” shall mean the period commencing on the date of this
        Agreement and ending on the third anniversary of such date; provided, however,
        that commencing on the date one year after the date hereof, and on each annual
        anniversary of such date (such date and each annual anniversary thereof herein
        referred to as the “Renewal Date”), the Change of Control Period shall be
        automatically extended so as to terminate three years after such Renewal
        Date,
        unless at least 60 days prior to the Renewal Date the Company shall give
        notice to the Executive that the Change of Control Period shall not be so
        extended. 

       

      7.3 Change
        of Control.
        For
        purposes of this Agreement, a “Change of Control” shall mean: 

       

      (a) the
        acquisition by any individual, entity or group (within the meaning of Section
        13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership
        (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
        20% or more of either (A) the then outstanding Common Shares the Company
        (the “Outstanding Shares”) or (B) the combined voting power of the then
        outstanding voting securities of the Company entitled to vote generally in
        the
        election of directors (the “Outstanding Voting Securities”); provided,
        however,
        that
        for purposes of this Subsection 7.3(a) the following acquisitions shall not
        constitute a Change of Control: (w) Company-sponsored recapitalization that
        is approved by the Incumbent Board, as defined below; (x) a capital raise
        initiated by the Company where the Incumbent Board remains for at least at
        least
        548 days after the closing date of the raise, (y) an acquisition of another
        company or asset(s) initiated by the Company and where the Company’s
        shareholders immediately after the transaction own at least 51% of the equity
        of
        the combined concern of (z) the spin-off of shares of the Company to
        shareholders of Auto Data Network; or 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (b) individuals
        who, as of the date of this Agreement, constitute the Company’s Board (the
“Incumbent Board”) cease for any reason to constitute a majority of such Board
        of Directors; provided,
        however,
        that
        any individual becoming a director of the Company shareholders subsequent
        to the
        date hereof whose election, or nomination for election by the Company’s
        shareholders was approved by a vote of a majority of the directors of the
        Company then comprising the Incumbent Board shall be considered as though
        such
        individual were a member of the Incumbent Board, but excluding, for this
        purpose, any such individual whose initial assumption of office occurs as
        a
        result of either an actual or threatened election contest or other actual
        or
        threatened solicitation of proxies or consents by or on behalf of a Person
        other
        than the Company Board; or 

       

      (c) consummation
        of a reorganization, merger, amalgamation or consolidation of the Company,
        with
        or without approval by the shareholders of the Company, in each case, unless,
        following such reorganization, merger, amalgamation or consolidation,
        (i) more than 50% of, respectively, the then outstanding shares of common
        stock (or equivalent security) of the company resulting from such
        reorganization, merger, amalgamation or consolidation and the combined voting
        power of the then outstanding voting securities of such company entitled
        to vote
        generally in the election of directors is then beneficially owned, directly
        or
        indirectly, by all or substantially all of the individuals and entities who
        were
        the beneficial owners, respectively, of the Outstanding Shares and Outstanding
        Voting Securities immediately prior to such reorganization, merger, amalgamation
        or consolidation in substantially the same proportions as their ownership,
        immediately prior to such reorganization, merger, amalgamation or consolidation,
        of the Outstanding Shares and Outstanding Voting Securities, as the case
        may be,
        (ii) no Person (excluding a parent of the Company that may come into being
        after the date of this Agreement through any transaction deliberately undertaken
        by the Company after an affirmative vote of its Incumbent Directors and the
        Company shareholders), any employee benefit plan (or related trust) of the
        Company or such company resulting from such reorganization, merger, amalgamation
        or consolidation, and any Person beneficially owning, immediately prior to
        such
        reorganization, merger, amalgamation or consolidation, directly or indirectly,
        20% or more of the Outstanding Shares or Outstanding Voting Securities, as
        the
        case may be) beneficially owns, directly or indirectly, 20% or more of,
        respectively, the then outstanding shares of common stock (or equivalent
        security) of the company resulting from such reorganization, merger,
        amalgamation or consolidation or the combined voting power of the then
        outstanding voting securities of such company entitled to vote generally
        in the
        election of directors, and (iii) a majority of the members of the board of
        directors of the company resulting from such reorganization, merger,
        amalgamation or consolidation were members of the Incumbent Board at the
        time of
        the execution of the initial agreement providing for such reorganization,
        merger, amalgamation or consolidation; or 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (d) consummation
        of a sale or other disposition of all or substantially all the assets of
        the
        Company, with or without approval by the shareholders of the Company, other
        than
        to a company, with respect to which following such sale or other disposition,
        (i) more than 50% of, respectively, the then outstanding shares of common
        stock (or equivalent security) of such company and the combined voting power
        of
        the then outstanding voting securities of such Company entitled to vote
        generally in the election of directors is then beneficially owned, directly
        or
        indirectly, by all or substantially all the individuals and entities who
        were
        the beneficial owners, respectively, of the Outstanding Shares and Outstanding
        Voting Securities immediately prior to such sale or other disposition in
        substantially the same proportion as their ownership, immediately prior to
        such
        sale or other disposition, of the Outstanding Shares and Outstanding Voting
        Securities, as the case may be, (ii) no Person (excluding the Company, any
        employee benefit plan (or related trust) of the Company or such company,
        and any
        Person beneficially owning, immediately prior to such sale or other disposition,
        directly or indirectly, 20% or more of the Outstanding Shares or Outstanding
        Voting Securities, as the case may be) beneficially owns, directly or
        indirectly, 20% or more of, respectively, the then outstanding shares of
        common
        stock (or equivalent security) of such corporation or the combined voting
        power
        of the then outstanding voting securities of such corporation entitled to
        vote
        generally in the election of directors, and (C) a majority of the members
        of the board of directors of such company were members of the Incumbent Board
        at
        the time of the execution of the initial agreement or action of the Incumbent
        Board providing for such sale or other disposition of assets of the Company;
        or

       

      (e) approval
        by the shareholders of the Company of a complete liquidation or dissolution
        of
        the Company.

       

      (f) The
        term
        Change of Control shall not refer to any transaction with Commonwealth
        Associates, LP or any affiliate of Commonwealth Associates, LP, unless a
        majority of the Incumbent Board of Directors has affirmatively determined
        that
        the nature of such acquisition is hostile or otherwise against the interests
        of
        the Company and/or management.

      

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      ARTICLE
        EIGHT


       

      
        MISCELLANEOUS

      

       

      8. Miscellaneous.

       

      8.1 Benefit.
        This
        Agreement shall inure to the benefit of and be binding upon each of the Parties,
        and their respective successors. This Agreement shall not be assignable by
        any
        Party without the prior written consent of the other Party. The Company shall
        require any successor, whether direct or indirect, to all or substantially
        all
        the business and/or assets of the Company expressly to assume and agree to
        perform, by instrument in a form reasonably satisfactory to Executive, this
        Agreement and any other agreements between Executive and the Company or any
        of
        its subsidiaries, in the same manner and to the same extent as the
        Company.

       

      8.2 Governing
        Law.
        This
        Agreement shall be governed by, and construed in accordance with the laws
        of the
        State of Delaware without resort to any principle of conflict of laws that
        would
        require application of the laws of any other jurisdiction except as may apply
        to
        the Executive pursuant to applicable employment or related laws of the United
        Kingdom; provided,
        however,
        that
        Delaware law shall govern with respect to the Executive’s rights under a Change
        of Control under Article Seven herein.

       

      8.3 Counterparts.
        This
        Agreement may be executed in counterparts and via facsimile, each of which
        shall
        be deemed to constitute an original, but all of which together shall constitute
        one and the same Agreement. Each such counterpart shall become effective
        when
        one counterpart has been signed by each Party thereto.

       

      8.4 Headings.
        The
        headings of the various articles and sections of this Agreement are for
        convenience of reference only and shall not be deemed a part of this Agreement
        or considered in construing the provisions thereof.

       

      8.5 Severability.
        Any
        term or provision of this Agreement that shall be prohibited or declared
        invalid
        or unenforceable in any jurisdiction shall, as to such jurisdiction, be
        ineffective only to the extent of such prohibition or declaration, without
        invalidating the remaining terms and provisions hereof or affecting the validity
        or enforceability of such provision in any other jurisdiction, and if any
        term
        or provision of this Agreement is held by any court of competent jurisdiction
        to
        be void, voidable, invalid or unenforceable in any given circumstance or
        situation, then all other terms and provisions hereof, being severable, shall
        remain in full force and effect in such circumstance or situation, and such
        term
        or provision shall remain valid and in effect in any other circumstances
        or
        situation.


      8.6 Construction.
        Use of
        the masculine pronoun herein shall be deemed to refer to the feminine and
        neuter
        genders and the use of singular references shall be deemed to include the
        plural
        and vice versa, as appropriate. No inference in favor of or against any Party
        shall be drawn from the fact that such Party or such Party’s counsel has drafted
        any portion of this Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      8.7 Equitable
        Remedies.
        The
        Parties hereto agree that, in the event of a breach of this Agreement by
        either
        Party, the other Party, if not then in breach of this Agreement, may be without
        an adequate remedy at law owing to the unique nature of the contemplated
        relationship. In recognition thereof, in addition to (and not in lieu of)
        any
        remedies at law that may be available to the non-breaching Party, the
        non-breaching Party shall be entitled to obtain equitable relief, including
        the
        remedies of specific performance and injunction, in the event of a breach
        of
        this Agreement, by the Party in breach, and no attempt on the part of the
        non-breaching Party to obtain such equitable relief shall be deemed to
        constitute an election of remedies by the non-breaching Party that would
        preclude the non-breaching Party from obtaining any remedies at law to which
        it
        would otherwise be entitled.

       

      8.8 Attorney’s
        Fees.
        If any
        Party hereto shall bring an action at law or in equity to enforce its rights
        under this Agreement, the prevailing Party in such action shall be entitled
        to
        recover from the Party against whom enforcement is sought its costs and expenses
        incurred in connection with such action (including fees, disbursements and
        expenses of attorneys and costs of investigation). In
        the
        event that Executive institutes any legal action to enforce Executive’s legal
        rights hereunder, or to recover damages for breach of this Agreement, Executive,
        if Executive prevails in whole or in part, shall be entitled to recover from
        the
        Company reasonable attorneys’ fees and disbursements incurred by Executive with
        respect to the claims or matters on which Executive has prevailed.

       

      8.9 No
        Waiver.
        No
        failure, delay or omission of or by any Party in exercising any right, power
        or
        remedy upon any breach or default of any other Party, or otherwise, shall
        impair
        any such rights, powers or remedies of the Party not in breach or default,
        nor
        shall it be construed to be a waiver of any such right, power or remedy,
        or an
        acquiescence in any similar breach or default; nor shall any waiver of any
        single breach or default be deemed a waiver of any other breach or default
        theretofore or thereafter occurring. Any waiver, permit, consent or approval
        of
        any kind or character on the part of any Party of any provisions of this
        Agreement must be in writing and be executed by the Parties and shall be
        effective only to the extent specifically set forth in such
        writing.

       

      8.10 Remedies
        Cumulative.
        All
        remedies provided in this Agreement, by law or otherwise, shall be cumulative
        and not alternative. 

       

      8.11 Amendment.
        This
        Agreement may be amended only by a writing signed by all of the Parties
        hereto.

       

      8.12 Entire
        Contract.
        This
        Agreement and the documents and instruments referred to herein constitute
        the
        entire contract between the parties to this Agreement and supersede all other
        understandings, written or oral, with respect to the subject matter of this
        Agreement.

       

      8.13 Survival.
        This
        Agreement shall constitute a binding obligation of the Company and any successor
        thereto. Notwithstanding any other provision in this Agreement, the obligations
        under Articles 5 and 6 shall survive termination of this
        Agreement.


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      8.14 Savings
        Clause.
        Notwithstanding any other provision of this Agreement, if the indemnification
        provisions in Exhibit
        A
        hereto
        or any portion thereof shall be invalidated on any ground by any court of
        competent jurisdiction, then the Company shall nevertheless indemnify Executive
        as to Expenses, judgments, fines, penalties and amounts paid in settlement
        with
        respect to any Proceeding to the full extent permitted by any applicable
        portion
        of this Agreement that shall not have been invalidated and to the fullest
        extent
        permitted by applicable law.

       

      8.15 Modifications
        and Waivers.
        Notwithstanding any other provision of this Agreement, the indemnification
        provisions in Exhibit
        A
        hereto
        and the Change of Control provisions Article Seven herein, may be amended
        from
        time to time to reflect changes in Delaware law or for other
        reasons.

       

      8.16 Notices.
        All
        notices, requests, demands and other communications hereunder shall be in
        writing and shall be deemed to have been given (i) when delivered by hand
        or
        (ii) if mailed by certified or registered mail with postage prepaid, on the
        third day after the date on which it is so mailed:

       

      
        	
              	(a)	
                if
                  to Executive:

              


      

       

      Charles
        Trapp

      [______]

       

      	
            	(b)	
              if
                to the Company:

            


       

      Aftersoft
        Group, Inc.

      c/o
        Gersten Savage LLP

      New
        York,
        NY 10022

      Attn:
        Chairman, Compensation Committee

      


      or
        to
        such other address as may have been furnished to Executive by the Company
        or to
        the Company by Executive, as the case may be.

       

      8.17 No
        Limitation.
        Notwithstanding any other provision of this Agreement, for avoidance of doubt,
        the parties confirm that the foregoing does not apply to or limit Executive’s
        rights under Delaware law or the Company’s Corporate Documents. 

       

      


      [Signatures
        Follow On Next Page]


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF,
        the
        parties have set their hands and seals hereunto on the date first above
        written.

       

      
        	
                AFTERSOFT
                  GROUP, INC.

                 

                By: /s/
                  Dwight Mamanteo

                Name:
                  Dwight Mamanteo

                Title:
                  Chairman, Compensation Committee

              	
                EXECUTIVE

                 

                By: /s/
                  Charles Trapp

                Name:
                   Charles
                  Trapp

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      Schedule
        A

      


      Outside
        Activities/Investments

      Charles
        Trapp

      


      
        	
                Company
                  or

                Project
                  Name

              	
                Nature
                  of Business

              	
                Date
                  Hired or Commenced Involvement

              	
                Position

              	
                Compensation

              	
                Annual
                  Time Commitment, (time away from office)

              
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


      

      
 

      


      Dated:
        November
        18, 2008

      


      
        	
                Initials:

              	
                Executive:
                  _____

              	
                Company:
                  ______

              	 


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Schedule
        B

      


      Return
        on Invested Capital Calculation


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit
        A

      


      Indemnification
        Agreement