Exhibit
10.50.2


 





 


 


 


March
31, 2005


 


Artemis International Solutions Corporation 

Artemis International Solutions Ltd.


4041 MacArthur Boulevard, Suite 260


Newport Beach, CA 92660


Attention: Patrick Ternier,
CEO


 


Re:          Waiver Letter and Amendment


Dear Mr. Ternier:


 


                Reference is
hereby made to (i) that certain Security Agreement dated August 14, 2003, by
and between Laurus Master Fund, Ltd. (“Laurus”) and Artemis International
Solutions Corporation, a Delaware corporation (the “Company”) and Artemis
International Solutions Ltd., a United Kingdom corporation and wholly owned
subsidiary of the Company (as amended, modified and/or supplemented from time
to time, the “Security Agreement”) and (ii) the secured convertible minimum
borrowing note, dated as of August 14, 2003 and issued by the Company to Laurus
pursuant to the terms of the Security Agreement (as amended, modified and/or
supplemented from time to time, the “Minimum Borrowing Note”).  Capitalized terms used but not defined herein
shall have the meanings ascribed them in the Security Agreement.  Laurus is hereby notifying you of its
decision to exercise the discretion granted to it pursuant to Section 2(ii) of
the Security Agreement to make a Revolving Credit Advance to the Company in the
amount of $3,000,000 on the date hereof (the “Advance”), which such amount
would otherwise exceed the Formula Amount on the date hereof.


 


In connection with making the Advance, during the period commencing on
the date hereof and continuing through and including January 1, 2006 (the “Period”),
Laurus hereby waives compliance with Sections 3 and 5(b)(iv) of the Security
Agreement but solely as to the immediate repayment requirement of
Overadvances.  The Overadvance fee with
respect to the Advance during the Period shall be one percent (1.00%) per month
of the Advance and shall be payable monthly on the first business day of each
month during the Period and on the last day of the Period (the “Overadvance Fee”).  The Overadvance Fee is deemed fully earned on
the date hereof and not subject to rebate or proration for any reason;
provided, however, to the extent that any portion of the Advance is transferred
(the “Transferred Amount”) to, and evidenced by, a new and additional
(serialized) Minimum Borrowing Note, an Overadvance Fee shall be no longer be
required from and after the transfer of the Transferred Amount in respect of
the Transferred Amount only and the Advance shall be reduced dollar for dollar
by the Transferred Amount.  Furthermore,
to the extent that Overadvances during the Period shall exceed the Advance (as
same may be adjusted in the manner set forth in the proviso above), such excess
amounts shall also be subject to an Overadvance Fee as set forth in the
preceding sentence.  An additional fee in
the amount of $150,000 (the “Additional Overadvance Fee”) shall be paid to
Laurus in cash on the date hereof and is also deemed fully earned on the date
hereof and not subject to rebate or proration.  
Laurus further agrees that solely during the Period, the Advance shall
not be deemed an Overadvance and shall not trigger an Event of Default under
Section 19(a) of the Security Agreement.


 


It is further agreed and understood by the parties hereto that
notwithstanding anything to the contrary set forth in the last sentence of Section
2.2 of the Minimum Borrowing Note in effect on the date hereof (the “Existing
Minimum Borrowing Note”), the Fixed Conversion Price in respect of the next
(serialized) Minimum Borrowing Note issued after the date hereof shall be equal
to the lesser of (i) $2.92 [105% of the volume weighted average closing price
for the Common Stock on the Principal Market for the five (5) trading days
immediately prior to the date hereof] and (ii) 105% of the volume weighted
average closing price 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 $1,500,000 aggregation of such new (serialized) Minimum Borrowing Note.


 


All other terms and
provisions of the Security Agreement and the Ancillary Agreements remain in
full force and effect.   This letter may
not be amended or waived except by an instrument in writing signed by the Company
and Laurus.  This letter may be executed
in any number of counterparts, each of which shall be an original 


 





















 


and all of which, when taken
together, shall constitute one agreement. 
Delivery of an executed signature page of this letter by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof or thereof, as the case may be. 
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.  This
letter sets forth the entire agreement between the parties hereto as to the
matters set forth herein and supersede all prior communications, written or
oral, with respect to the matters herein. 
This agreement shall be deemed to be an Ancillary Agreement.


If the foregoing meets with
your approval please signify your acceptance of the terms hereof by signing
below.


 


 


 


	
  LAURUS MASTER FUND, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ 

  	
  Eugene Grin

  
	
   

  	
   

  	
   

  	
  Eugene Grin

  
	
   

  	
   

  	
   

  	
  Director

  



 


 


AGREED AND ACCEPTED ON THE DATE HEREOF:


 


Each party below affirms that as of the date
hereof, (i) no Event of Default has occurred or is continuing under the
Security Agreement and the Ancillary Agreements and (ii) all representations,
warranties and covenants made by the Company and, to the extent applicable, its
Subsidiaries in connection with the Security Agreement and the Ancillary
Agreements are true, correct and complete.


 


ARTEMIS INTERNATIONAL
SOLUTIONS CORPORATION


 


 


	
  By:

  	
   /s/Robert Stefanovich

  
	
  Name: Robert Stefanovich

  
	
  Title: Chief Financial
  Officer

  



 


 


 


ARTEMIS INTERNATIONAL
SOLUTIONS LTD.


 


 


	
  By: 

  	
  /s/Robert
  Stefanovich

  
	
  Name:
  Robert Stefanovich

  
	
  Title:
  Director