WAIVER

Exhibit 10.42

WAIVER

THIS WAIVER (“Waiver”) is made and entered into as of this 14th day of June, 2007, by and among Averion International Corp., a Delaware corporation (formerly IT&E International Group and referred to herein as the “Company”), and ComVest Investment Partners II LLC, a Delaware limited liability company (the “Holder”). Capitalized terms used herein and undefined shall have the meanings set forth in that certain Registration Rights Agreement (defined in the Recitals below).

RECITALS:

WHEREAS, reference is made to that certain Registration Rights Agreement dated as of November 9, 2005 (the “Registration Rights Agreement”), by and among the Company and the Holder;

WHEREAS, the Registration Rights Agreement affords the undersigned Holder certain rights related to the registration of Registrable Securities of the Holder (the “Registration Rights”);

WHEREAS, the Company has informed the Holder that it intends to file a registration statement on or before June 15, 2007 (the “Registration Statement”);

WHEREAS, Section 8 of the Registration Rights Agreement permits waiver or amendment of any provision of the Registration Rights Agreement upon execution of a written agreement by the Company and each Purchaser (as defined therein);

WHEREAS, the undersigned Holder desires to waive such Holder’s Registration Rights with respect to the Registration Statement;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements herein contained and for other good and valuable consideration, the parties hereto agree as follows:

1. WAIVER.

(a) The Holder agrees to waive its Registration Rights contained in the Registration Rights Agreement with respect to, and only to the extent they relate to, the Registration Statement (as defined above);

(b) Except as expressly set forth herein, this Waiver shall not be deemed to be a waiver, amendment or modification of any provisions of the Registration Rights Agreement or of any right, power or remedy of the Holder, or constitute a waiver of any provision of the Registration Rights Agreement (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of

performance hereunder or thereunder. Except as set forth herein, the Holder reserves all rights, remedies, powers, or privileges.

2. CONFLICTS.  Except as expressly set forth in this Waiver, the terms and provisions of the Registration Rights Agreement shall continue unmodified and in full force and effect. In the event of any conflict between this Waiver and the Registration Rights Agreement, this Waiver shall control.

3. GOVERNING LAW.  This Waiver shall be governed and construed under the laws of the State of Delaware, and shall be binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.

4. COUNTERPARTS. This Waiver may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Waiver as of the date first set forth above.