Exhibit 4.6

                                                            August 3, 2001





Woodcrest Capital, LLC
3113 South University Drive
6th Floor, Suite 600
Fort Worth, Texas  76109


Re:      Letter of Commitment, dated April 30, 2001, from Woodcrest Capital, LLC
         to Emergisoft Holding, Inc.

Gentlemen:

         In accordance  with the  referenced  letter of  commitment,  Emergisoft
Holding,  Inc. is delivering  with this letter its promissory note in the stated
principal amount of $750,000,  made payable to Woodcrest Capital,  LLC. The note
is  substantially  in the form of Exhibit A to the letter of commitment  but has
been modified to permit Emergisoft to borrow,  from time to time,  amounts up to
but not exceeding at any one time outstanding the stated principal amount of the
note. Emergisoft will be obligated to repay the principal amount of the note, or
such lesser amount as may be advanced thereunder, on or before April 30, 2002.

         This  letter  also  constitutes  Emergisoft's  initial  request  for an
advance under the note in the amount of $150,000.  Future  requests for advances
under the note will be made in an amount of at least  $100,000 or the  remaining
principal  balance of the note,  if less,  or any whole  multiple  of $50,000 in
excess of $100,000.

         In addition to the promissory note,  Emergisoft is also delivering with
this  letter a Warrant to  Purchase  Common  Stock and an  Investment  Letter in
respect thereof. The warrant entitles Woodcrest to purchase up to 600,000 shares
of Emergisoft common stock, at an exercise price of $1.50 per share, at any time
on or before August 3, 2011. Both "piggyback" and "demand"  registration  rights
relating to the shares to be acquired  upon exercise of the warrant are provided
for in the warrant.

         The number of shares of  Emergisoft  common stock for which the warrant
is exercisable  was determined by multiplying  150,000 by four,  four shares for
each $1.00 of  Emergisoft's  initial  request for an advance  under the note. In
connection with any future advances under the note,  Emergisoft  agrees to issue
to  Woodcrest  a similar  warrant  with the  number of shares for which any such
warrant is exercisable being determined in the same manner.

         Please indicate your acceptance of the accompanying note and warrant by
promptly advancing  $150,000 in cash to Emergisoft,  signing a duplicate of this
letter below in the place  provided for your  signature and returning the signed
duplicate and the signed investment letter to

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Emergisoft.  Your  execution of this letter will also indicate your agreement to
fund all  future  requests  for  advances  by  Emergisoft  under  the  letter of
commitment on the basis of the accompanying promissory note.

                              Sincerely,

                              EMERGISOFT HOLDING, INC.


                              By: /s/Dan Witte
                                  ----------------------
                              Name: Dan Witte
                                    Chief Operating Officer/Chief Financial
                                    Officer

Agreed to and accepted this 7th day of August, 2001:

WOODCREST CAPITAL, LLC

By: WOODCREST CAPITAL, LLC.

/s/ Ash R. Huzenlaub
---------------------------
      Principal