Restructuring Agreement

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 Securitie ...