Exhibit 4.58 CAPE SYSTEMS GROUP, INC. 3619 Kennedy Road South Plainfield, New Jersey 07080 March 16, 2006 AJW Partners, LLC AJW Offshore, Ltd. AJW Qualified Partners, LLC New Millennium Capital Partners II, LLC 1044 Northern Boulevard, Suite 302...Cape Systems Group, Inc • April 21st, 2006 • Services-prepackaged software
This letter shall serve as a waiver to defaults and damages resulting from such defaults under the Securities Purchase Agreements and all agreements incorporated therein by reference (collectively, the "Agreements"), between Cape Systems Group, Inc. (formerly Vertex Interactive, Inc.) (the "Company") and each of: (i) AJW Partners, LLC; (ii) AJW Offshore, Ltd.; (iii) AJW Qualified Partners, LLC; and (iv) New Millennium Capital Partners II, LLC (collectively, the "Purchasers") dated as of April 28, 2004 and amended December 30, 2004, January 11, 2005 and August 10, 2005. The Purchasers hereby consent to waive any and all defaults by the Company pursuant to the Agreements that occurred on or before December 31, 2005. The Purchasers hereby waive the right to collect any and all liquidated damages, penalties and/or fines (whether in shares of common stock or in cash) arising from any default under the Agreements that occurred on or before December 31, 2005.
