Exhibit 10.52


 


October 31, 2007


Averion International Corp.

225 Turnpike Road


Southborough,
Massachusetts  01772


ComVest Investment Partners II LLC

One North Clematis St., Suite 300


West
Palm Beach, Florida 33401


Cumulus Investors, LLC

8500 Normandale Lake Boulevard, Suite 650


Bloomington,
Minnesota 55437


Dr. Philip T. Lavin

c/o Averion International Corp.

225 Turnpike Road


Southborough,
Massachusetts  01772


Ladies
and Gentlemen:


Reference
is hereby made to that certain Securities Purchase Agreement, dated as of the
date hereof, between Averion International Corp. (the “Company”) and the Buyers
referenced therein (the “Buyers”), pursuant to which the Buyers have agreed to purchase
from the Company and the Company has agreed to sell to the Buyers senior secured
notes in the aggregate principal amount of up to $26,000,000 and other
securities described therein (the “Purchase Agreement”).  All capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the Purchase Agreement.


The Company hereby agrees that at any time
and from time to time after the date hereof at the request of the Buyers, the
Company will, at its expense (i) take, or cause to be taken, all applicable
action, do or cause to be done all things necessary, proper or advisable, and
execute and deliver such documents and other papers, as may be necessary or
advisable (in the sole discretion of the Buyers) in connection with the
consummation of the transactions contemplated by the Purchase Agreement and the
Transaction Documents and (ii) obtain from governmental authorities and other
third parties any consents, subordinations, licenses, permits, waivers,
approvals, authorizations or orders as may be necessary or advisable (in the
sole discretion of the Buyers) in connection with the authorization, execution
and delivery of the Transaction Documents and the consummation of the
transactions contemplated thereby. 
Without limiting the generality of the foregoing, the Company shall, and
shall cause its subsidiaries to, take any action deemed necessary or
appropriate by the Buyers (in their sole discretion) in order to perfect the
Buyers’ interest as a secured lender with a first priority lien on all the
assets of the Company, including, without limitation, executing and delivering
account control agreements, contract 


 

















 


assignments, intellectual property assignments, mortgages, landlord
consents and waivers, consents of other third parties, and pledges of all
present and future shares of capital stock of or other ownership or profit
interests in each of Company’s present and future subsidiaries (limited, in the
case of any entity that is a controlled foreign corporation, to 66% of the
voting interests of each such entity to the extent that security over a greater
percentage would result in a material tax liability).


Any
misrepresentation by Company under this letter agreement shall, or failure to comply
with the terms of this letter agreement shall, at the Buyers’ option,
constitute an Event of Default (as such term is defined in the Notes) under the
Transaction Documents, and, at the Buyers’ option, entitle the Buyers to
exercise their rights and remedies under the Purchase Agreement and the other Transaction
Documents.


This
letter agreement shall be interpreted, and the rights and liabilities of the
parties hereto determined, in accordance with the laws of the State of New York.


This
letter agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their successors and assigns.


This
letter agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original and all of which
counterparts taken together shall constitute but one and the same instrument.


The
Buyers may in their sole and absolute discretion (but shall not be obligated
to) waive any of the provisions of this letter agreement.


If this letter agreement correctly states the terms of our agreement
concerning the subject matter hereof, please so indicate in the space marked
below for your signature and return an executed copy to us.


[Signatures
appear on following page]


 


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  AVERION INTERNATIONAL
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Dr. Philip T. Lavin

  
	
   

  	
   

  	
  Name: Dr. Philip T. Lavin

  
	
   

  	
   

  	
  Title: Chief Executive
  Officer

  



 


 


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  COMVEST INVESTMENT
  PARTNERS II LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  ComVest II Partners LLC

  
	
   

  	
  Its:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cecilio M. Rodriguez

  
	
   

  	
   

  	
  Name: Cecilio M. Rodriguez

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


 


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  CUMULUS INVESTORS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Nader C. Kazeminy

  
	
   

  	
   

  	
  Name: Nader C. Kazeminy

  
	
   

  	
   

  	
  Title: Chairman and
  President

  



 


 


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  By: 

  	
  /s/ Dr. Philip T. Lavin

  
	
   

  	
   

  	
  Dr. Philip T. Lavin

  
	
   

  	
   

  	
   

  



 


 


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