Exhibit
10.49.1


 


AMENDMENT NO. 1 TO SECURED
CONVERTIBLE NOTE


 


December 2, 2003


 


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


 


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


 


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


 


WHEREAS, Laurus has informed the Company that, in exchange for
extending the timeframe within which to repay the Overadvances outstanding on
the date hereof and for Laurus to consider providing additional Overadvances to
the Company, the Company must agree to (i) waive the Fixed Conversion Price as
provided in the original Note, and to reset the fixed conversion price at which
Laurus shall convert the first 190,000 shares of the Corporation’s outstanding common
stock (the “Common Stock”) under the Agreement to $1.45 (the closing price of
the Common Stock on December 2, 2003, the date the waiver relating to the
Extension 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 amend
certain terms of the Note and the Company desires to make such changes; and


 


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


 


1.                                                                                       Section
3.2 of the Note is hereby deleted in its entirety and replaced by the
following:


 


3.2                                 Conversion Price.
Subject to further adjustment as provided in Section 3.6 hereof, the Conversion
Price per share shall be $1.45 (the “Fixed Conversion Price). Notwithstanding
the foregoing, the Fixed Conversion Price shall be adjusted immediately
following each conversion (under Sections 3.1 and/or 3.9 hereof) of an
aggregate of 190,000 shares of Common Stock (each such 190,000 share conversion
constituting a “Specified Event”). 
Immediately following the occurrence of the first Specified Event, the
Fixed Conversion Price shall automatically be reset to $1.81. Upon the
occurrence of the Second Specified Event, and subsequently upon the occurrence
of each Specified Event thereafter, the Fixed Conversion Price shall be reset
to the volume weighted average closing prices for the Common Stock on the
Principal Market, or on any securities exchange or other securities market on
which the Common Stock is then being listed or traded, for the five (5) trading
days immediately prior to the occurrence of each subsequent Specified Event. In
no event shall the Fixed Conversion Price be reset to less than $1.81 following
the second Specified Event.


 


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


 


3.                                               There are no other
amendments 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 full
force and effect.


 


4.                                               The Company hereby
represents and warrants to Laurus that as of the date hereof all
representations, warranties and covenants made by the Company in connection
with the Security Agreement and the Note are true correct and complete, all of
the Company’s covenant requirements have been met and no Event of Default under
the Security Agreement or the Note has occurred or is continuing.


 

















 


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


 


 


	
   

  	
  ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAURUS MASTER FUND, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	 
	Name: David Grin

	 
	Title: President