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[ComVest Capital LLC
letterhead]
May 15,
2008
Aftersoft
Group, Inc.
Regus
House
Heronsway
Chester Business Park
Chester, CH4
9QR
United
Kingdom
Re:
Waiver and Amendment
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) Warrant No. CV-1 issued by the
Borrower to the Lender as of December 21, 2007 (the “
Warrant ”). 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
March 31, 2008. The Lender hereby waives compliance with
Section 6.17 of the Loan Agreement for the four (4) consecutive
quarters ende
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