WAIVER AND CONSENT AGREEMENT

FOR GOOD AND VALUABLE CONSIDERATION, including the opportunity to consider an initial public offering attempt for Smarte Solutions, Inc., a Delaware corporation (the “Company”), the receipt and sufficiency of which are hereby acknowledged, the undersigned, being holders of issued and outstanding shares of the Series A Convertible Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”), of the Company hereby:

(1)

waive any and all rights to receive adjustments to the Conversion Price of the Series A Preferred Stock for certain dilutive issuances as set forth in Article IV, Section 3 of the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with respect to the issuance of; (i) stock purchase warrants to be issued to those lenders in the Company’s proposed $2,500,000 Bridge Financing (the “Bridge Financing”) pursuant to the terms and conditions of the Stock Purchase Warrant attached hereto as Exhibit “A”, (ii) warrants proposed to be issued to Fifth Street Capital, L.L.C., f/k/a ▇▇▇▇ Capital Partners, L.L.C. (“Fifth Street”) in connection with the March 30, 2004 Engagement Letter for Bridge Financing, the April 1, 2004 Engagement Agreement, and the April 1, 2004 Marketing Agent Agreement, by and between the Company and Fifth Street, all of which are attached as Exhibit “B” , (iii) shares of the Company’s common stock, par value $0.001 (the “Common Stock”) proposed to be issued to Fifth Street in connection with both the April 1, 2004 Engagement Agreement and the April 1, 2004 Marketing Agent Agreement referenced above and attached as Exhibit “B” , (iv) any shares of Common Stock, of the Company issuable upon the conversion of any of the warrants identified in (i) and (ii) above, (v) shares of Common Stock to be issued in accordance with a proposed stock for stock exchange with Vincera Software, Inc. (“Vincera”) to the Vincera shareholders who consent to the stock for stock exchange, (vi) shares of Common Stock or other securities to be issued by the Company to the public pursuant to a registration statement filed under the Securities Act of 1933, as amended as outlined in both April 1, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ letters attached as Exhibit “B” (the “Offering”), and

(2)

consent and agree that each share of Series A Preferred Stock held by the holder whose signature appears below shall automatically be converted by the Company into shares of Common Stock at the Series A Conversion Price (as determined in accordance with the Restated Certificate) at the time in effect immediately upon the Company’s sale of its Common Stock in a public offering pursuant to a registration statement under the Securities Act of 1933, as amended, and

(3)

consent and agree that upon the closing of the proposed transaction with Vincera, the Company is authorized to increase its authorized shares of Common Stock by at least in excess of 16,681,122 shares, par value $0.001 per share for purposes of issuance to the Vincera shareholders in exchange for at least 90% of the issued and outstanding Vincera common stock, and

(4)

consent and agree that in the event of an Offering, the Company is authorized to increase its authorized shares of Common Stock for purposes of issuance to the public in such Offering in such amount as may be determined in connection with the Offering.

IN WITNESS WHEREOF, this Waiver and Consent Agreement is executed and delivered as of the _____ day of August, 2004.

SERIES A SHAREHOLDER:

By: