0001104659-03-019304 Sample Contracts

Contract
Artemis International Solutions Corp • August 21st, 2003 • Services-prepackaged software

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ARTEMIS INTERNATIONAL SOLUTIONS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 21st, 2003 • Artemis International Solutions Corp • Services-prepackaged software • New York

This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, between the Purchaser and the Company (the “Purchase Agreement”), and pursuant to the Notes, Warrant and the Additional Warrants (as defined in the Warrant).

LAURUS MASTER FUND, LTD. and ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
Security Agreement • August 21st, 2003 • Artemis International Solutions Corp • Services-prepackaged software • New York

This Security Agreement is made as of August 14, 2003 by and between LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”) Artemis International Solutions Corporation, a Delaware corporation (the “Company”) and Artemis International Solutions Ltd., a United Kingdom corporation (the “Guarantor Subsidiary”).

Contract
Artemis International Solutions Corp • August 21st, 2003 • Services-prepackaged software • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ARTEMIS INTERNATIONAL SOLUTIONS CORP., THAT SUCH REGISTRATION IS NOT REQUIRED.

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