AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND JOINDER AGREEMENT

Exhibit 10.53

AMENDMENT TO
SECURITIES PURCHASE AGREEMENT AND JOINDER AGREEMENT

This AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND JOINDER AGREEMENT (this “ Amendment and Joinder ”) is made effective as of November 5, 2007, by and among Averion International Corp., a Delaware corporation (the “ Company ”), ComVest Investment Partners II LLC, a Delaware limited liability company (“ ComVest ”), Cumulus Investors, LLC, a Nevada limited liability company (“ Cumulus ”), Dr. Philip T. Lavin, an individual (“ Lavin ”), Gene Resnick, M.D., an individual (“ Resnick ”), MicroCapital Fund, Ltd., a Cayman-domiciled investment corporation (“ MicroCap Ltd. ”), and MicroCapital Fund LP, a Delaware limited partnership (“ MicroCap LP ”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement (defined below).

RECITALS

WHEREAS , the Company, on the one hand, and ComVest, Cumulus and Lavin (collectively, the “ Original Buyers ”), on the other hand, previously entered into that certain Securities Purchase Agreement dated as of October 31, 2007 (the “ Agreement ”), pursuant to which the Company sold Twenty Four Million Dollars ($24,000,000) of senior secured notes (the “ Notes ”) and issued an aggregate of one hundred fifteen million two hundred thousand (115,200,000) shares of the Company’s common stock (the “ Shares ”) to the Original Buyers on October 31, 2007 (the “ Initial Closing ”);

WHEREAS , pursuant to the Agreement, an additional closing (the “ Additional Closing ”) was scheduled to occur within thirty (30) days after the Initial Closing, whereby ComVest would purchase additional Notes in the aggregate principal amount of Two Million Dollars ($2,000,000) (the “ Additional Notes ”) and the Company would issue additional shares of the Company’s common stock to ComVest in the aggregate amount of nine million six hundred thousand (9,600,000) Shares (the “ Additional Shares ”);

WHEREAS, ComVest now desires to allow Resnick, MicroCap Ltd. and MicroCap LP (collectively, the “ Additional Buyers ”) to participate in the Additional Closing and to purchase the Additional Notes and Additional Share that ComVest was previously obligated to purchase, and each of the Company and the Original Buyers desires to amend the Agreement to permit the Additional Buyers to participate in the Additional Closing, become parties to the Agreement and to be bound by all of the terms and conditions set forth therein; and

WHEREAS, pursuant to Section 11(e) of the Agreement, the Company and the Original Buyers that purchased at least sixty six and two thirds percent (66 2/3%) of the aggregate original principal amount of the Notes at the Initial Closing must consent to any amendment to the Agreement, and any such amendment approved by the requisite consent is binding on all of the parties to the Agreement.

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

A M E N D M E N T

1.                                        Amendment to Schedule of Buyers . The Schedule of Buyers attached to the Agreement is hereby deleted in its entirety and amended and restated to read as set forth on Exhibit A attached hereto.

2.                                        Joinder of Additional Buyers . Each of the A