Exhibit 10.54


 


AMENDMENT TO 

SECURITY AGREEMENT AND JOINDER AGREEMENT


 


This
AMENDMENT TO SECURITY AGREEMENT AND JOINDER AGREEMENT (this “Amendment and
Joinder”) is made effective as of November 5, 2007, by and among Averion
International Corp., a Delaware corporation (the “Company”), Averion
Inc., a Delaware corporation (“Averion Inc.”), and IT&E
International, a California corporation (“IT&E”), on the one hand,
and ComVest Investment Partners II LLC, a Delaware limited liability company (“ComVest”),
Cumulus Investors, LLC, a Nevada limited liability company (“Cumulus”), Dr. Philip
T. Lavin, an individual (“Lavin”), Gene Resnick, M.D., an individual (“Resnick”),
MicroCapital Fund, Ltd., a Cayman-domiciled investment corporation (“MicroCap
Ltd.”), and MicroCapital Fund LP, a Delaware limited partnership (“MicroCap
LP”), on the other hand. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Agreement (defined below).


 


RECITALS


 


WHEREAS, the Company, on the one hand, and ComVest,
Cumulus and Lavin (collectively, the “Original Buyers”), on the other
hand, previously entered into that certain Securities Purchase Agreement dated
as of October 31, 2007 (the “Agreement”), pursuant to which the
Company sold Twenty Four Million Dollars ($24,000,000) of senior secured notes
(the “Notes”) and issued an aggregate of one hundred fifteen million two
hundred thousand (115,200,000) shares of the Company’s common stock (the “Shares”)
to the Original Buyers on October 31, 2007 (the “Initial Closing”);


 


WHEREAS, pursuant to the Agreement, an additional
closing (the “Additional Closing”) was scheduled to occur within thirty
(30) days after the Initial Closing, whereby ComVest would purchase additional
Notes in the aggregate principal amount of Two Million Dollars ($2,000,000)
(the “Additional Notes”) and additional shares of the Company’s common
stock in the aggregate amount of nine million six hundred thousand (9,600,000)
Shares (the “Additional Shares”);


 


WHEREAS, concurrently herewith, the Agreement is
being amended to amend the Schedule of Buyers to provide that
Resnick, MicroCap Ltd. and MicroCap LP (collectively, the “Additional Buyers”)
will now participate in the Additional Closing and purchase the Additional
Notes and Additional Shares in place of ComVest;


 


WHEREAS,
concurrently with the
Initial Closing, the Company, Averion Inc. and IT&E (collectively, the Debtor”)
and Cumulus, in its capacity as Collateral Agent and for the benefit of itself
and the Original Buyers (the “Collateral Agent”), entered into that
certain Security Agreement (the “Security Agreement”), pursuant to which
the Debtor granted a security interest in and lien upon all of the Debtor’s
assets as security for the performance of the Company’s obligations under the Notes;


 


WHEREAS, pursuant to Section 5.12 of the
Security Agreement, the Original Buyers entered into the Security Agreement
solely for the purposes of appointing Cumulus as their Collateral Agent to act
as the secured party (the “Secured Party”) under the Security Agreement;


 


WHEREAS,
pursuant to Section 5.4
of the Security Agreement, the Company and Collateral Agent, must consent to
any amendment to the Security Agreement, and any such amendment approved by the
requisite consent is binding on all of the parties to the Agreement; and


 

















 


WHEREAS,
the Company, Original
Buyers and Collateral Agent now desire to permit the Additional Buyers to become
parties to the Security Agreement and to be entitled to all the same rights and
privileges granted to the Original Buyers pursuant thereto.


 


NOW
THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


AMENDMENT


 


1.                                       Joinder of Additional Buyers. Each of the Additional Buyers hereby joins
in the execution of the Security Agreement. By executing this Amendment and
Joinder, the Company and each of the Original Buyers, who represent all of the
Buyers that participated in the Initial Closing, hereby agree that each of the
Additional Buyers is a “Buyer” under the Security Agreement with the same force
and effect as if originally named therein as a Buyer. Each reference to a “Buyer”
in the Security Agreement shall be deemed to include each of the Additional
Buyers.


 


2.                                       Consent of Additional Buyers to Appointment
of Cumulus as Collateral Agent and To Be Bound by Section 5.12 of the
Security Agreement.


 


a.                                       Pursuant
to Section 5.12 of the Security Agreement, each Additional Buyer hereby
irrevocably appoints and authorizes Cumulus to act as Secured Party, in its
capacity as Collateral Agent, on such Additional Buyer’s behalf under the
Security Agreement, and to enter into each of the Financing Documents (as
defined in the Security Agreement) to which Cumulus is a party (in its capacity
as Secured Party and/or Collateral Agent, as applicable) on such Additional
Buyer’s behalf and to take such actions as Collateral Agent on such Additional
Buyer’s behalf and to exercise such powers under the Financing Documents as are
delegated to Cumulus as Secured Party or Collateral Agent (as applicable) by
the terms thereof, together with all such powers as are reasonably incidental
thereto.


 


b.                                      Each
of the Additional Buyers further agrees and consents to be bound by all
applicable terms, conditions, and obligations set forth in Section 5.12 of
the Security Agreement.


 


3.                                       Full
Force and Effect. Except as modified above, all other terms and provisions
of the Security Agreement shall remain in full force and effect in accordance
with their terms.


 


4.                                       Miscellaneous.


 


a.                                       Agreement
Amended. Subject to the provisions of this Section 4, this Amendment
and Joinder shall be deemed to be an amendment to the Security Agreement. All
references to the Security Agreement in any other document, instrument
agreement or writing hereafter shall be deemed to refer to the Security
Agreement as amended hereby.


 


b.                                      Successors
and Assigns. This Amendment and Joinder shall be binding upon and inure to
the benefit of the Company, the Collateral Agent, the Original Buyers and the
Additional Buyers and their respective successors and assigns.


 


c.                                       Governing
Law. This Amendment and Joinder and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the
laws of the State of New York, without regard to conflict of laws principles.


 

















 


d.                                      Counterparts.
This Amendment and Joinder may be executed in multiple counterparts, each
of which shall be deemed an original and together shall constitute one
document. This Amendment and Joinder may be executed and transmitted via
facsimile or electronic transmission in PDF form with the same validity as
if it were an ink-signed document.


 


[Remainder of Page Intentionally Left Blank]


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this AMENDMENT TO SECURITY AGREEMENT
AND JOINDER AGREEMENT to be duly executed and delivered as of the day and year
first above written.


 


	
   

  	
  DEBTORS:

  
	
   

  	
   

  
	
   

  	
  AVERION INTERNATIONAL CORP., a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher G. Codeanne

  	
   

  
	
   

  	
  Name: Christopher G. Codeanne

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
  FEIN: 36-4599174

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AVERION INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip T. Lavin, Ph.D.

  	
   

  
	
   

  	
  Name: Philip T. Lavin, Ph.D.

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
  FEIN: 20-5359126

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IT&E INTERNATIONAL, a California

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip T. Lavin, Ph.D.

  	
   

  
	
   

  	
  Name: Philip T. Lavin, Ph.D.

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
  FEIN: 77-0436157

  



 


[Debtors Signature Page to
Amendment to Security Agreement and Joinder Agreement]


 

















 


	
   

  	
  SECURED PARTY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Cumulus Investors, LLC, in its capacity as
  Collateral

  Agent for the Buyers

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nader C. Kazeminy

  	
   

  
	
   

  	
  Name: Nader C. Kazeminy

  
	
   

  	
  Title: Chairman and President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  8500 Normandale Lake Boulevard

  
	
   

  	
  Suite 650

  
	
   

  	
  Bloomington, MN 55437

  



 


[Secured Party Signature Page to
Amendment to Security Agreement and Joinder Agreement]


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this AMENDMENT TO SECURITY
AGREEMENT AND JOINDER AGREEMENT to be duly executed and delivered as of the day
and year first above written.


 


	
   

  	
  ADDITIONAL
  BUYERS:

  
	
   

  	
   

  
	
   

  	
  As Execution of the
  Amendment and Joinder and for

  purposes of Section 5.12 of the Security Agreement

  
	
   

  	
   

  
	
   

  	
  /s/ Dr. Gene Resnick

  	
   

  
	
   

  	
  DR. GENE
  RESNICK, in his individual capacity

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICROCAPITAL
  FUND, LTD., a Cayman-

  domiciled investment corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian P. Ellis

  	
   

  
	
   

  	
  Name: Ian P. Ellis

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  MICROCAPITAL
  FUND LP, a Delaware limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian P. Ellis

  	
   

  
	
   

  	
  Name: Ian P. Ellis

  
	
   

  	
  Title: President

  



 


[Buyer Signature Page to Amendment
to Security Agreement and Joinder Agreement]