EXHIBIT 4.59
CAPE SYSTEMS GROUP, INC.
3619 KENNEDY ROAD
SOUTH PLAINFIELD, NEW JERSEY 07080
May 2, 2006
AJW Partners, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
New Millennium Capital Partners II, LLC
1044 Northern Boulevard, Suite 302
Roslyn, New York 11576
RE: Waiver of Defaults
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Gentlemen:
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 March 31, 2006. 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 March 31, 2006.
CAPE SYSTEMS GROUP, INC.
/s/ NICHOLAS R. TOMS
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By: Nicholas R. Toms
Title: Chief Executive Officer
Accepted to and agreed this 2nd day of May, 2006:
AJW PARTNERS, LLC
By: SMS Group, LLC
By: /s/ COREY S. RIBOTSKY
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Corey S. Ribotsky
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
By: /s/ COREY S. RIBOTSKY
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Corey S. Ribotsky
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
By: /s/ COREY S. RIBOTSKY
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Corey S. Ribotsky
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By: /s/ COREY S. RIBOTSKY
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Corey S. Ribotsky
Manager