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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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