**Exhibit10.49.1**

 

AMENDMENT NO. 1 TO SECUREDCONVERTIBLE NOTE

 

December 2, 2003

 

Reference is made to that certain Security Agreement and that certainrelated Secured Convertible Note, both dated August 14, 2003, between ArtemisInternational Solutions Corporation, a Delaware corporation (the “Company”) andArtemis International Solutions, Ltd. and LAURUS MASTER FUND, LTD., c/oIronshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, SouthChurch Street, Grand Cayman, Cayman Islands (“Laurus**”**)(respectively, the “Security Agreement” and the “Note”).Capitalized terms used herein without definition shall have the meaningsascribed to such terms in the Security Agreement.

 

WHEREAS, theCompany has outstanding debt under the Security Agreement in the amount ofapproximately $3.5 million, with an over-advance portion due to be paid toLaurus by December 2, 2003 (the “Overadvances”);

 

WHEREAS, the Company desires (i) to extend the time to repayOveradvances until February 28,  2004(the “Extension”), (ii) that Laurus give its consent to permit the sale by theCompany of the assets held by Laurus as collateral under the Security Agreementrelating to the Company’s Software Productivity Research division (the “Sale”)and (iii) for Laurus to consider providing additional Overadvances to theCompany ; and

 

WHEREAS, Laurus has informed the Company that, in exchange forextending the timeframe within which to repay the Overadvances outstanding onthe date hereof and for Laurus to consider providing additional Overadvances tothe Company, the Company must agree to (i) waive the Fixed Conversion Price asprovided in the original Note, and to reset the fixed conversion price at whichLaurus shall convert the first 190,000 shares of the Corporation’s outstanding commonstock (the “Common Stock”) under the Agreement to $1.45 (the closing price ofthe Common Stock on December 2, 2003, the date the waiver relating to theExtension and the Sale shall be deemed executed and delivered by Laurus); and(ii) reset the Fixed Conversion Price as defined in the Note at 125% of  $1.45, or “$1.81”; and

 

WHEREAS, in connection with the above, Laurus has agreed to amendcertain terms of the Note and the Company desires to make such changes; and

 

NOW, THEREFORE, in consideration for the execution and delivery by theCompany of all documents requested by Laurus and for other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, theparties hereto agree as follows:

 

1.                                                                                       Section3.2 of the Note is hereby deleted in its entirety and replaced by thefollowing:

 

## 3.2                                 Conversion Price.Subject to further adjustment as provided in Section 3.6 hereof, the ConversionPrice per share shall be $1.45 (the “**Fixed Conversion Price)**. Notwithstandingthe foregoing, the Fixed Conversion Price shall be adjusted immediatelyfollowing each conversion (under Sections 3.1 and/or 3.9 hereof) of anaggregate of 190,000 shares of Common Stock (each such 190,000 share conversionconstituting a “Specified Event”). Immediately following the occurrence of the first Specified Event, theFixed Conversion Price shall automatically be reset to $1.81. Upon theoccurrence of the Second Specified Event, and subsequently upon the occurrenceof each Specified Event thereafter, the Fixed Conversion Price shall be resetto the volume weighted average closing prices for the Common Stock on thePrincipal Market, or on any securities exchange or other securities market onwhich the Common Stock is then being listed or traded, for the five (5) tradingdays immediately prior to the occurrence of each subsequent Specified Event. Inno event shall the Fixed Conversion Price be reset to less than $1.81 followingthe second Specified Event.

 

2.                                               The foregoing amendmentshall be of no force and effect until the date upon which the Company shalldeliver to Laurus all documents requested by Laurus.

 

3.                                               There are no otheramendments to the Security Agreement or the Note and all of the other forms,terms and provisions of the Security Agreement and the Note remain in fullforce and effect.

 

4.                                               The Company herebyrepresents and warrants to Laurus that as of the date hereof allrepresentations, warranties and covenants made by the Company in connectionwith the Security Agreement and the Note are true correct and complete, all ofthe Company’s covenant requirements have been met and no Event of Default underthe Security Agreement or the Note has occurred or is continuing.

 

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**IN WITNESS WHEREOF**,both the Company and Laurus have caused this Amendment No.1 to the SecuredConvertible Note to be signed in its name effective as of this 2nd day ofDecember 2003.

 

 
|   | **ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION** |
|--------|-------------------------------------------------|
|   |                                            |   |
|   |                                            |   |
|   | By:                                             |   |   |
|   |                                            | Name: |
|   |                                            | Title: |
|   |                                            |
|   |                                            |
|   | **LAURUS MASTER FUND, LTD.**                    |
|   |                                            |
|   |                                            |
|   | By:                                             |   |   |
|   | Name: David Grin                                |
|   | Title: President                                |
|        |                                                 |  |  |  |  |

 

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