EMPLOYMENT
      AGREEMENT

    


    BETWEEN

    


    AFTERSOFT
      GROUP, INC.

    


    And

    


    IAN
      WARWICK

    (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 Ian Warwick, an individual with a physical address at The
      Dovecotes, Plas Devon Court, Rossett Road, Holt LL13 9SY, United Kingdom, (the
      “Executive”) (collectively, the “Parties,” individually, a
“Party”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Executive has been employed by the Company to turnaround certain businesses
      that were formerly part of Auto Data Network and now part of the Company; and
      

     

    WHEREAS,
      the Executive has made significant progress in turning around such businesses
      and preparing them to be spun off from Auto Data Network; and

     

    WHEREAS,
      the Company in embarking on a spinoff into an independent publicly traded
      corporation that will bring with it new dynamics and challenges;
      and

     

    WHEREAS,
      the Board of Directors of the Company (the “Board”) has requested and the
      Executive has agreed to continue services to the Company as President and Chief
      Executive 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 President and Chief Executive 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 two and one-half (2.5)
      years (“Initial Term”), commencing on the Effective Date. The Executive’s
      employment shall be automatically extended on the day after the second and
      a
      half 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 President and Chief Executive Officer of a company such as
      the
      Company or as are otherwise delegated to him from time to time by the
      Board.

     

    2.4 Board
      Membership.
      Executive will be appointed to serve as a member of the Board as of the
      Effective Date. Thereafter, at each annual meeting of the Company’s stockholders
      during the Employment Term, the Company will nominate Executive to serve as
      a
      member of the Board. Executive’s service as a member of the Board will be
      subject to any required stockholder approval. Upon the termination of
      Executive’s employment for any reason, Executive will be deemed to have resigned
      from the Board (and any boards of subsidiaries) voluntarily, without any further
      required action by the Executive, as of the end of the Executive’s employment
      and Executive, at the Board’s request, will execute any documents necessary to
      reflect his resignation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2.5 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.

     

    2.6 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2.7 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.

     

    2.8 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.

     

    2.9 Reporting
      Location.
      For
      purposes of this Agreement, the Executive’s reporting location shall be Chester,
      England, 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
      States to oversee the Company’s US operations.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      THREE

     

    COMPENSATION

     

    3. Compensation.

     

    3.1 Base
      Salary.

     

    (a) Executive
      shall receive an initial annual base salary of three hundred thousand dollars
      (US$300,000.00), 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. 

     

    (b) The
      Base
      Salary shall be paid in U.S. Dollars; provided,
      however,
      that in
      the event the value of the U.S. Dollar relative to the British Pound Sterling
      increases such that the Executive’s Base Salary is reduced as a result of such
      currency translation by 10% or more, the Executive shall be entitled to a
      make-whole provision that will restore the Executive to the Pound Sterling
      equivalent that existed on the Effective Date. (By way of example, the value
      of
      US$1.00 on the Effective Date is £0.5659, so that US$300,000 would equal
£169,755.27. In the event that the value of the US Dollar to the British Pound
      Sterling were to fall to £0.5093, the Executive would be entitled to a
      make-whole amount annualized to £16,975.52 for so long as the exchange rate
      remained to the Executive’s detriment.) During a make-whole period, the
      Compensation Committee will evaluate the relative value of the two currencies
      monthly to determine the appropriate make-whole amount. It shall be the
      responsibility of the Executive to bring to the attention of the Compensation
      Committee the fact that the movement between the two currencies has resulted
      in
      a reduction in his salary equal to 10% or more. The Executive agrees that as
      he
      is being paid in US Dollars, that no currency translation will increase his
      salary beyond the stated salary as determined by the Compensation
      Committee.

     

    (c) Upon
      the
      market capitalization of the Company becoming equal to or greater than
      US$50,000,000 for 25 consecutive trading days, the Base Salary of the Executive
      shall be increased on an annualized basis to US$350,000. A trading day shall
      be
      defined as any day in which the NASDAQ market is open for business in the United
      States. Upon the increase of the Executive’s salary to $350,000, the make-whole
      provisions of Section 3.1(b) shall be of no further effect, except and unless
      the relative value of the two currencies causes the Executive’s salary to fall
      below £165,000; provided
      further, however,
      in the
      event that an Annual Incentive is paid to the Executive in a prior year, there
      shall be no make-whole amount owing to the Executive. 


    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 $110,000
      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 44% 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 500,000 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 500,000 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 300,000 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,
      100,000 options will have a strike price of $0.75 per share, 100,000 options
      will have a strike price of $1.00 per share, and the final tranche of 100,000
      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 $3,000,000, 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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Transportation
      Allowance.
      The
      Executive shall be entitled to a transportation allowance of $1,250 per
      month.

     

    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:

            


    

     

    Ian
      Warwick

    The
      Dovecotes 

    Plas
      Devon Court, Rossett Road

    Holt
      LL13
      9SY, United Kingdom

     

    	
          	(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/ Ian Warwick

              Name:
                Ian Warwick

               

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Schedule
      A

    


    Outside
      Activities/Investments

    Ian
      Warwick

    


    
      	
              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