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Re: Waiver and Amendment #2

Waiver Agreement

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This Waiver Agreement involves

AFTERSOFT GROUP

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Title: Re: Waiver and Amendment #2
Date: 3/27/2009

Re:  Waiver and Amendment #2, Parties: aftersoft group
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February 10, 2009

 

Aftersoft Group, Inc.

Regus House

Heronsway Chester Business Park

Chester, CH4 9QR

United Kingdom

 

 

Re:   Waiver and Amendment #2

 

Dear Sirs:

 

Reference is made to (a) the Revolving Credit and Term Loan Agreement dated as of December 21, 2007 (the “ Loan Agreement ”) by and between ComVest Capital, LLC (the “ Lender ”) and Aftersoft Group, Inc. (the “ Borrower ”), and (b) the Revolving Credit Note dated December 21, 2007 in the maximum principal amount of $1,000,000 issued by the Borrower to the Lender (the “ Revolving Credit Note ”).  All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.

 

The Lender hereby confirms the Borrower’s advice that the Borrower is not in compliance with Section 6.17 of the Loan Agreement for the four (4) consecutive quarters ended December 31, 2008.  The Lender hereby waives compliance with Section 6.17 of the Loan Agreement for the four (4) consecutive quarters ended on December 31, 2008, provided that such waiver is limited to such four (4) quarter period and shall not constitute a waiver or amendment of Section 6.17 with respect to any other period or any other provision of the Loan Agreement in any other respect.

 

In consideration of the forego


 
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