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    Exhibit 10.3

                               BERLWOOD FIVE, LTD.
                           A Texas Limited Partnership
                         1201 N. Watson Road, Suite 145
                               Arlington, TX 76006

                                November 13, 2002

Mr. Ash Huzenlaub
Chairman of the Board, President and
  Chief Executive Officer
Emergisoft Holding, Inc.
2225 Avenue J
Arlington, Texas 76006

                 Re:    Emergisoft Holding, Inc.

Dear Ash:
  I am pleased to inform you that Berlwood Five, Ltd. ("Berlwood") has approved
a commitment of a total of $5,000,000 in financing for Emergisoft Holding, Inc.
involving the issuance of shares of Emergisoft common stock to Berlwood or its
affiliates under the terms and conditions of an investment letter or investment
letters substantially in the form of Exhibit A attached hereto. The commitment
will expire on November 13, 2003, unless extended by Berlwood.

  Emergisoft may draw on such commitment, in whole or in part, from time to
time and at any time prior to the expiration date, by giving Berlwood five (5)
days advance written notice. Draws will be limited to $5,000,000 in the
aggregate and must be in an amount of at least $100,000 or the remaining balance
of the commitment, if less, or any whole multiple of $50,000 in excess of
$100,000. Upon receipt of a draw request from Emergisoft, Berlwood will fund the
request in exchange for an issuance of Emergisoft common stock to Berlwood.
Common stock issued will be at a per share price of $.533332.

  Proceeds of all advances from Berlwood under the financing commitment may be
used for working capital, marketing and administrative expenses, debt service,
and for general corporate purposes. No portion of the proceeds from any advance
may be utilized to repurchase shares of the Company's common stock from Berlwood
pursuant to repurchase rights granted in investment letters from Berlwood to the
Company, including, without limitation, investment letters dated October 25,
2001, February 15, 2002, June 28, 2002, September 19, 2002 and November 12,
2002.

      Berlwood's obligation to make the initial advance and each subsequent
advance to or for the account of Emergisoft under the financing commitment shall
be subject to Emergisoft's achievement of certain performance milestones or
criteria to be determined by Berlwood and provided to Emergisoft within thirty
(30) days of the date of this letter. Berlwood may, in its sole and absolute
discretion, agree to waive any requirement for achievement of a performance
milestone or criteria by Emergisoft in connection with any advance. A waiver by
Berlwood of a performance milestone or criteria shall not prejudice or
constitute a waiver of Berlwood's right otherwise to demand strict compliance
with performance milestones or criteria in connection with future advances. No
prior waiver by Berlwood, nor any course of dealing between Berlwood and
Emergisoft, shall constitute a waiver of any of Berlwood's rights or of any of
Emergisoft's obligations as to any future advance.

      Accompanying this letter is a copy of a letter from Fred Mesch, CPA,
Berlwood's accountant, confirming Berlwood's ability to provide to Emergisoft
the funds necessary to fulfill the $5,000,000 financing commitment.
                                         Sincerely,

                                         BERLWOOD FIVE, LTD.
                                         By:     BERLWOOD THREE, L.L.C.
                                                 General Partner

                                         By: /s/Linda Thomas
                                             ---------------
                                         Linda Thomas, Managing Director

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                                   EXHIBIT A

                               BERLWOOD FIVE, LTD.
                           A Texas Limited Partnership
                               1201 N. Watson Road
                                    Suite 145
                               Arlington, TX 76006

                                INVESTMENT LETTER

[Date]

Emergisoft Holding, Inc.
2225 Avenue J
Arlington, Texas 76006


     Re:  Investment in Emergisoft Holding, Inc.

Ladies and Gentlemen:

     In connection with the issuance to the undersigned (the "Issuance") of
_______ shares (the "Shares") of common stock, $.001 par value per share, of
Emergisoft Holding, Inc, a Nevada corporation ("Emergisoft"), you have requested
that the undersigned provide documentation that the Issuance is exempt from
registration under the Securities Act of 1933, as amended (the "Securities
Act"). Accordingly, the undersigned makes the following representations and
agreements:

     1. Investment Intent. The undersigned is acquiring the Shares for its own
account with no present intention of distributing the same or participating in a
distribution of the same, as the term distribution is used under the Securities
Act.

     2. Restrictions on Resale of Shares. The undersigned understands that
because the Issuance of the Shares to the undersigned has not been registered
under the Securities Act, the Shares are "restricted securities" as that term is
defined in Rule 144 as promulgated by the Securities and Exchange Commission
("SEC") under the Securities Act, and the undersigned cannot dispose of any or
all of the Shares unless such Shares are subsequently registered under the
Securities Act or in a transfer that, in the opinion of counsel for Emergisoft,
is exempt from such registration. The undersigned further understands that
Emergisoft will, as a condition to the transfer of any of the Shares, require
that the request for transfer be accompanied by an opinion of counsel, in form
and substance satisfactory to Emergisoft, to the effect that the proposed
transfer does not require registration under the Securities Act, unless such
transfer is covered by an effective registration statement under the Securities
Act. The undersigned understands that the Shares may not be sold publicly in
reliance on the exemption from registration under the Securities Act afforded by
Rule 144 unless and until the minimum one-year holding period and the other
requirements of Rule 144 have been satisfied.

     3. Sophistication. The undersigned represents and warrants that: (i) the
undersigned is knowledgeable and experienced in business and financial matters
and capable of evaluating the merits and risks of, and making an informed
decision with regard to, the investment in the Shares; (ii) the undersigned is
able to bear the economic risk of loss of its investment in the Shares; (iii)
the undersigned has been granted the opportunity to make a thorough
investigation of the affairs of Emergisoft, and has availed itself of such
opportunity either directly or through its authorized representatives; and (iv)
the undersigned has had access to the same kind of information about Emergisoft
that would be contained in a registration statement filed by Emergisoft with the
SEC, and has received all information the undersigned believes necessary to make
an informed decision about its acquisition of the Shares.

     4. Private Offering. The undersigned has been advised that the Issuance of
the Shares to the undersigned has not been and is not being registered under the
Securities Act and that Emergisoft in authorizing the Issuance of the Shares to
the undersigned is relying upon, among other things, the representation and
warranties of the undersigned contained herein, including that such issuance is
a "private offering" and does not require compliance with the registration
provisions of the Securities Act.

     5. Stock Legend. The undersigned understands and agrees that all
certificates evidencing the Shares issued to the undersigned will bear a
restrictive legend in substantially the following form:

               THE SHARES REPRESENTED BY THIS CERTIFICATE ARE "RESTRICTED
          SECURITIES." AS SUCH THEY MAY NOT BE TRANSFERRED UNLESS (A) SUCH
          TRANSFER IS MADE PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
          FILED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND DECLARED
          EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION, OR (B) IN THE
          OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER OF THESE SHARES, SUCH
          TRANSFER MAY BE EFFECTIVE UNDER, AND IS IN COMPLIANCE WITH RULE 144
          UNDER THE ACT AS IN EFFECT AT THE DATE OF SUCH TRANSFER, OR IS
          OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

     6. Stop Transfer Orders. The undersigned is aware that stop transfer
instructions will be given to the transfer agent of Emergisoft's capital stock
to prevent unauthorized or illegal transfers of shares of Emergisoft's capital
stock held by the undersigned.

     7. Right to Repurchase. The undersigned hereby grants to Emergisoft the
non-transferable (except by operation of law) right, but not the obligation, to
repurchase from the undersigned all or any portion of the Shares at any time and
from time to time during a one year period commencing on the date of this
letter. The repurchase price shall be $2.40 per share. If Emergisoft elects to
exercise its right of repurchase pursuant to this paragraph, it shall do so by
giving written notice thereof to the undersigned, which notice shall specify the
number of shares owned by the undersigned as to which Emergisoft is exercising
its repurchase right. The repurchase by Emergisoft, and the sale by the
undersigned, of such shares shall be consummated at a closing to be held at the
offices of Emergisoft not later than thirty (30) days following the date
Emergisoft gives written notice of its exercise of such repurchase right.
Payment of the repurchase price by Emergisoft shall be made in cash against
delivery of the shares being repurchased. The undersigned agrees that it will
not, for a period of one year from the date of this letter, offer to sell,
contract to sell, or otherwise sell, dispose of, loan, pledge or grant any
rights with respect to the Shares.

     8. Indemnification. The undersigned agrees to indemnify Emergisoft for any
and all losses Emergisoft may suffer as a result of a breach of the
representations and agreements contained herein.

                                         Sincerely,

                                         BERLWOOD FIVE, LTD.

                                         By:

                                              By: __________________________