Exhibit 10.52.1


 


AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT


July 30, 2004


 


Reference is
made to that certain Registration Rights Agreement dated August 14, 2003 (the
“Agreement”)  by and between Artemis
International Solutions Corporation, a Delaware corporation (the “Company”) and Laurus Master Fund, Ltd. (the
“Purchaser” or “Laurus”).  Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the Agreement.


 


WHEREAS, the
Company and Laurus have agreed to amend certain terms of the Agreement and the
Company desires to make such changes; and


 


WHEREAS, the
Company and Laurus agree that on the date hereof the Company is in compliance
with all the terms and provisions of the Agreement.


 


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


 


1.                                       The
definition of “Filing Date” contained in Section 1 of the Agreement is hereby
deleted in its entirety and the following inserted in its stead:


 


““Filing
Date” means, with respect to the Registration Statement required to
be filed hereunder regarding the first Secured Convertible Minimum Borrowing
Note, no later than thirty (30) days after closing on the amendment to the
Agreement hereof, with the effective date of such Registration Statement to be
effective no later than ninety (90) days after such closing in the event that
the Registration Statement is not reviewed by the SEC, or in the event the
Registration Statement is reviewed by the SEC, then the effective date is to be
effective no later than one hundred twenty (120) days after such closing.With
respect to each $1,500,000 tranche of Loans funded after the date hereof –
meaning any new (serialized) Minimum Borrowing Note issued to Laurus upon
attaining a $1,500,000 aggregation – “Filing
Date” shall mean, the date which is forty five (45) days after such
funding of such additional $1,500,000 of loans evidenced by a Minimum Borrowing
Note and with respect to shares of Common Stock issuable to the Holder as a
result of adjustments to the Fixed Conversion Price made pursuant to Section
3.5 of the Secured Convertible Minimum Borrowing Notes, or Section 4 of the
Warrant or otherwise, forty five (45) days after either the occurrence of such
event or the date of the adjustment of the Fixed Conversion Price.”


 


2.                                       Section
6(a) of the Registration Rights Agreement is hereby amended by adding the following
provision as its last sentence:


 


Notwithstanding
anything to the contrary herein, Laurus acknowledges that while the re-audit by
Squar Milner of the Company’s December 31, 2001 consolidated financial
statements is now complete, the Company has decided not to file an amendment to
its December 31, 2002 Form 10-K as previously disclosed, which would require
obtaining


 

















 


the consents of certain
predecessor auditors to re-issue their audit reports on the Company’s financial
statements for the year ended December 31, 2000.  The Company has not
obtained such consents, and instead, has included all relevant 2001 financial
information in the annual report on Form 10-K for the year ended December 31,
2003.


 


3.                                       Section
6(c) of the Registration Rights Agreement is hereby amended by adding the
following provision as its last sentence:


 


Notwithstanding anything to the
contrary herein, Laurus acknowledges that on June 16, 2004, the Company
completed a private placement of $9.0 million of convertibe preferred stock.


 


4.                                       The
Registration Rights Agreement shall be deemed amended to allow the Company to
file a Registration Statement encompassing both the shares of Common Stock
issuable to Holder, as well as shares of Common Stock issuable to the preferred
shareholder group in the Company’s private investment funding transaction
involving Emancipation Capital as disclosed to Holder in writing and as set
forth on Schedule A.


 


5.                                       The
foregoing amendment shall be effective as of August 14, 2003.


 


6.                                       There
are no other amendments to the Agreement, and all of the other forms, terms and
provisions of the Agreement remain in full force and effect.


 


7.                                       The
Company hereby represents and warrants to Laurus that as of the date hereof all
representation, warranties and covenants made by the Company in connection with
the Agreement are true correct and complete and all of the Company’s covenants
requirements have been met.


 

















 


IN WITNESS WHEREOF,
each of the Company and Laurus has caused this Amendment No. 1 to Registration
Rights Agreement to be signed in its name and be effective as of the 14th
day of August, 2003.


 


 


	
   

  	
  ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAURUS MASTER FUND, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: