Warrant Agreement between EpicEdge, Inc. and Edgewater Private Equity Fund III, L.P. dated January 8, 2003

Summary

EpicEdge, Inc. and Edgewater Private Equity Fund III, L.P. entered into this agreement in connection with an increase in EpicEdge's line of credit from Silicon Valley Bank. If EpicEdge's bank debt is not reduced to $1,000,000 by July 31, 2003, Edgewater will guarantee up to $300,000 of the excess. In return, EpicEdge will issue Edgewater a warrant to purchase Series B-1 Preferred Stock valued at $150,000, regardless of whether the guarantee is called upon. The agreement is effective upon execution of related financing documents.

EX-10.24 5 d04293exv10w24.txt WARRANT AGREEMENT EXHIBIT 10.24 January 8, 2003 EpicEdge, Inc. 5508 Hwy 290 West Suite 300 Austin, Texas 78735 Attention: Richard Carter Re: Warrant to be Issued Pursuant to Edgewater Guarantee of Additional Bank Debt Dear Richard: Silicon Valley Bank (the "Bank") has agreed to increase the line of credit extended to EpicEdge, Inc. (the "Company") from $1,000,000 to $1,300,000 (the "Bank Debt"). The closing of the Bank Debt transaction shall occur on or prior to February 15, 2003 (the "Closing"). In the event the Company is unable to reduce the Bank Debt to $1,000,000, by July 31, 2003, Edgewater Private Equity Fund III, L.P. ("Edgewater") has agreed to enter into an agreement with the bank to guarantee (the "Guarantee") the amount by which the Bank Debt exceeds $1,000,000 on July 31, 2003, up to a maximum of $300,000 (the "Guarantee Amount"). It is contemplated that Edgewater will enter into the guarantee concurrently with the Closing. As a condition precedent to, and in consideration for, Edgewater entering into the Guarantee, and whether or not the Guarantee is required or called upon by the Bank, the Company agrees to issue to Edgewater a warrant to purchase a number of shares of the Company's Series B-1 Preferred Stock having a face value of $150,000 (the "Warrant"). The items of the Warrant shall be mutually acceptable to Edgewater and the Company. The Company shall issue the Warrant to Edgewater upon the execution of the Series B-1 Preferred Stock debt/equity financing documents. If the foregoing satisfactorily reflects your understanding of the subject matter contained herein, please confirm by dating and executing this letter in the space provided below. Very truly yours, Edgewater Private Equity Fund III, L.P. By: Edgewater III Management, L.P. Its: General Partner By: Gordon Management, Inc. Its: General Partner By: /s/ Mark McManigal___________ Its: VP___________________________ AGREED AND ACCEPTED AS OF THE _8th___ DAY IN JANUARY, 2003 EPICEDGE, INC. By: /s/ Richard Carter___________________ Name: Richard Carter ______________________ Its: CEO__________________________________