Exhibit 10.58


 


RESTRUCTURING AGREEMENT


 


July 30, 2004


 


Reference is
made to (i) that certain Security Agreement dated as of August 14, 2003 (the
“Security Agreement”) among Artemis International Solutions Corporation, a
Delaware corporation (the “Company”), Artemis International Solutions, Ltd., a
wholly owned subsidiary of the Company (the “Guarantor Subsidiary”) 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”) and (ii) any and all related Ancillary
Agreements, as defined pursuant to the Security Agreement (“Ancillary
Agreements”), including but not limited to that certain Secured Convertible
Note of the Company dated August 14, 2003 issued to Laurus in the original
principal amount of Five Million Dollars ($5,000,000) (the “Note”) and that
certain Registration Rights Agreement dated August 14, 2003 (“Registration
Rights Agreement”). Capitalized terms used herein without definition shall have
the meanings ascribed to such terms in the Security Agreement.


 


WHEREAS, the
Company, on the date hereof, has an outstanding debt under the Note in the
aggregate amount of $1,500,0000.  The
Company and Laurus desire to restructure the Security Agreement as embodied and
encompassed further by the Ancillary Agreements, including but not limited to
the Note and the Registration Rights Agreement, (“the Restructrured
Agreement”); and


 


WHEREAS, both
Laurus and the Company acknowledge, recognize and agree that as part of the
Restructured Agreement, the Security Agreement, Note and the Registration
Rights Agreement are to be amended, in part to help assure acceptance of the
Company’s Registration Statement to be filed with the Securities and Exchange
Commission as required by the Registrations Rights Agreement; and


 


WHEREAS,
Laurus has agreed to waive its right to collect from the Company any and all
additional liquidated damages, other than $75,000 which shall be added to the
outstanding debt, that otherwise may have been applicable as a result of the
Company not being able to file timely the Registration Statement on Form S-1
pursuant to Section 2 of the Registration Rights Agreement as originally
required (“the Laurus Waiver”).


 


NOW THEREFORE,
in consideration for the Laurus Waiver and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company agrees on the date hereof to:


 


(i)                                                             execute
and deliver (in exchange and replacement, in substitution and not in satisfaction
of the Note) each of the Secured Convertible Minimum Borrowing Note, and the
Secured Revolving Note attached hereto as Exhibits A and B respectively, which
such notes, among other things, reset the Fixed Conversion Price of the Note
to, (i) $1.45 per share for a first conversion tranche of 190,000 shares of the
Company’s Common Stock, (ii) $1.81 per


 

















 


share for a second conversion tranche of 190,000 shares of the
Company’s Common Stock, and (iii) $2.57 per share for a third conversion
tranche of 342,646 shares of the Company’s Common Stock (representing one
hundred and five percent (105%) of the closing price of the Company’s Common
Stock as of June 21, 2004). Simultaneously therewith, Laurus will deliver the
Note to the Company, marked “Cancelled”; and


 


(ii)                                                          execute
and deliver Amendment No. 1 to the Security Agreement and Amendment No. 1 to
the Registration Rights Agreement, attached hereto as Exhibit C and D
respectively.


 


In connection
with a proposed additional amendment to the Security Agreement, requested by
the Company on the date hereof, each of the Company and the Guarantor
Subsidiary hereby agree: that all present and future obligations of the Company
to Laurus with respect to the Restructured Agreement and in connection with the
requested amendment will be guaranteed by the Guarantor Subsidiary, such
guarantee to be secured by a grant to Laurus of security interests in the
assets (all real and personal assets, but excluding intellectual property) of
the Guarantor Subsidiary, such collateral to be set forth in such proposed
amendment to include, but not be limited to:


 


(i)                    the Guarantor Subsidiary’s bank
accounts;


(ii)                   material contracts that the
Guarantor Subsidiary now has or at any time in the future may enter into; and


(iii)                  freehold property now owned or at any
time hereafter acquired by the Guarantor Subsidiary .


 


No pledge of
the Guarantor Subsidiary’s common stock will be required as collateral in
connection with the execution and delivery of the amendment to the Security
Agreement.


 


2

















 


IN WITNESS WHEREOF, the parties hereto have agreed to the foregoing on
this 30th day of July, 2004.


 


 


	
   

  	
  ARTEMIS INTERNATIONAL

  SOLUTIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARTEMIS INTERNATIONAL

  SOLUTIONS, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed and Accepted:

  
	
   

  
	
  LAURUS MASTER FUND, LTD.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: David
  Grin

  
	
  Title:
  Director

  
						



 


3

















 


EXHIBIT A, B, C, D


 


4