Common use of Other Consideration Clause in Contracts

Other Consideration. (a) Sellers have advised Buyer that they have pledged Certificates of Deposits in the amount of $250,000 (the "CDs") and have each provided their personal indemnification to secure a bond in the amount of $487,150 ("the MHEC Bond") so that ICTS could be licensed by the Sate of Maryland's Higher Education Commission. Sellers have also advised Buyer that they have each provided their personal indemnification to secure a license for ICTS to operate in the state of Virginia and have guaranteed ICTS equipment leases. The terms of such pledges, indemnifications and guarantees are summarized in Schedule 2.3(a) and are collectively referred to as the "Seller Indemnities". (b) ICTS shall use 20 percent of its Free Cash Flow to obtain the following in the order of priority indicated: (i) the release of the CDs to Sellers, then (ii) the release of Sellers from any remaining liability with respect to the MHEC Bond and then (iii) the release of Sellers from any liability with respect to any remaining Seller Indemnities. Within 30 days after the end of each calendar quarter, commencing the calendar quarter ending September 31, 2002, ICTS shall apply as aforesaid five percent of the estimated Free Cash Flow for the full fiscal year in which such quarter occurs. Within 90 days after the end of each such fiscal year, appropriate adjustment shall be made to reconcile estimated Free Cash Flow applications for the fiscal year to actual Free Cash Flow for such fiscal year. Any shortfall shall be applied by ICTS to the release of Seller Indemnities and any excess shall be carried over and applied to satisfy the application of Free Cash Flow required for the immediately succeeding fiscal year. Notwithstanding the foregoing, Buyer shall have the option to obtain the release of the Seller Indemnities by other means. (c) To the extent, if any, the Seller Indemnities have not been fully released by December 31, 2003, ICTS shall substitute other ICTS assets in order to obtain such release. (d) If a Seller's employment by ICTS is terminated without cause, after the Closing, then ICTS shall obtain the release of the Seller Indemnities made by such Seller by substituting other ICTS assets. However, if any of such Seller Indemnities is joint and several, ICTS shall have no obligation to make such substitution. Notwithstanding the above, if Louis Vescio's employment is terminated without cause, ICTS shall ▇▇▇▇▇▇ ▇▇▇ ▇▇lease of the Seller Indemnities made by Louis and Margaret Vescio. (e) For purposes of this paragraph 2.▇. "▇▇▇▇▇" ▇▇▇▇l be defined as willful interference with the business or operations of ICTS. When possible, ICTS shall give notice to Seller prior to Seller's termination that Seller is willfully interfering with the business or operations of ICTS. In such event, Seller shall immediately take such action as is necessary and appropriate to cease such interference. In the event that a Seller is terminated for "cause", then the sole issue to be arbitrated pursuant to Article IX shall be whether or not Buyer had "cause" to terminate Seller.

Other Consideration. (aCash Consideration $250,000 consideration with a payment schedule made as follows * $10,000 deposit paid July 8, 2003 * $40,000 paid July 14th, 2003 * $50,000 paid July 21th, 2003 * $75,000 paid July 31st, 2003 * $75,000 payment will be made by wire transfer upon an NASD market maker submitting an application to change the SUCN ticker symbol or 120 days from July 8, 2003, whichever is sooner ALL OF WHICH CASH CONSIDERATION, IS NON-REFUNDABLE ( see exception below) Sellers after payment of the $50,000 second payment set forth above and any and all of which may be used at any time to satisfy debts and obligations of Superior and/or redeem shares held by shareholders of Superior. These cash funds shall be paid by Megola on the dates set forth above in funds immediately available by wire transfer to an account or accounts designated by Superior. However, following the $50,000 second payment, Superior agrees not to negotiate a similar transaction with any other party until August 7, 2003. If the Parties have advised Buyer that they have pledged Certificates not executed a definitive agreement by August 22, 2003, Superior shall be free to pursue other acquisition opportunities without liability or obligation to Megola. If Superior executes a letter of Deposits intent or agreement for a similar transaction with another party within the specified period, any monies paid by Megola will be refunded back. Note Consideration Megola shall execute two promissory notes to Superior or its assigns, each in the amount of $250,000 100,000 (the "CDsNotes"), bearing interest at the rate of 6% simple interest per annum. The Notes shall be paid in full, all principal and accrued interest, 12 months from the date of execution of this agreement, regardless of the date of closing of the definitive agreement. In addition to standard language, the Notes shall have the following terms and conditions: [i] The Notes may assigned and may be used to satisfy debts and obligations of Superior and/or redeem shares held by shareholders of Superior, all without the consent of Megola, and thereafter any payments due on the Notes shall be paid directly to such assignee[s]. The Notes may be pledged, sold, hypotheticated, or assigned by any assignee of Superior without consent of Megola. All payments shall be made by wire transfer on the due date to accounts as specified by Superior or assignees of the Notes. [ii] Holders of the Notes shall have the option at any time prior to the due date so long as there is no default to convert all unpaid principal and accrued interest into common shares of stock of Superior ("Superior Common Stock") and have each provided their personal indemnification at the rate of US$0.10 per share. This option may be exercised in whole or in part at any time prior to secure repayment of the Notes. If there is a bond default in the amount Notes, then Holders of $487,150 ("the MHEC Bond") so that ICTS could be licensed by Notes shall have the Sate option at any time the Notes are in default to convert all unpaid principal and accrued interest into shares of Maryland's Higher Education Commission. Sellers have also advised Buyer that they have each provided their personal indemnification to secure a license for ICTS to operate in stock of Superior at the state lower of Virginia and have guaranteed ICTS equipment leases. The terms of such pledges, indemnifications and guarantees are summarized in Schedule 2.3(a) and are collectively referred to as the "Seller Indemnities". (b) ICTS shall use 20 percent of its Free Cash Flow to obtain the following in the order of priority indicated: (i) the release of the CDs to Sellers, then $0.10 per share; and (ii) the release average trading price of Sellers from any remaining liability with respect Superior Common Stock for the twenty (20) day period immediately prior to the MHEC Bond and then (iii) the release of Sellers from any liability with respect to any remaining Seller Indemnities. Within 30 days after the end of each calendar quarter, commencing the calendar quarter ending September 31, 2002, ICTS shall apply as aforesaid five percent date of the estimated Free Cash Flow option exercise notice from the Holders. This option may be exercised in whole or in part at any time the Notes are in default. Further, to the extent any shares are acquired under this option, the owners of these shares if the option is exercised collectively shall have a one time right to require that Superior register the shares for the full fiscal year in which such quarter occurs. Within resale within 90 days after of such request on a registration statement filed with the end Securities Exchange Commission ("SEC") and kept effective until all such shares are resold, all at Superior's expense. [iii] Payment of each such fiscal year, appropriate adjustment the Notes shall be made to reconcile estimated Free Cash Flow applications for the fiscal year to actual Free Cash Flow for such fiscal yearpersonally guaranteed by all principals of Megola, namely M▇. Any shortfall shall be applied by ICTS to the release of Seller Indemnities and any excess shall be carried over and applied to satisfy the application of Free Cash Flow required for the immediately succeeding fiscal year. Notwithstanding the foregoing, Buyer shall have the option to obtain the release of the Seller Indemnities by other means. (c) To the extent, if any, the Seller Indemnities have not been fully released by December 31, 2003, ICTS shall substitute other ICTS assets in order to obtain such release. (d) If a Seller's employment by ICTS is terminated without cause, after the Closing, then ICTS shall obtain the release of the Seller Indemnities made by such Seller by substituting other ICTS assets. However, if any of such Seller Indemnities is joint and several, ICTS shall have no obligation to make such substitution. Notwithstanding the above, if Louis Vescio's employment is terminated without cause, ICTS shall ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇lease of the Seller Indemnities made by Louis and Margaret Vescio. (e) For purposes of this paragraph 2.▇. "▇▇▇▇▇" ▇▇▇▇l be defined as willful interference with the business or operations of ICTS. When possible, ICTS shall give notice to Seller prior to Seller's termination that Seller is willfully interfering with the business or operations of ICTS. In such event, Seller shall immediately take such action as is necessary and appropriate to cease such interference. In the event that a Seller is terminated for "cause", then the sole issue to be arbitrated pursuant to Article IX which guarantee shall be whether or not Buyer had "cause" to terminate Sellerbacked by a security interest in all of their issued and outstanding stock of Superior post- Closing.

Other Consideration. In consideration of the mutual releases and other good and valuable consideration contained herein, CLAI will contemporaneously with the execution of this Agreement issue to JDHC 243,770 shares of CLAI's Common Stock (the "Shares"). Claimsnet shall file with the Securities and Exchange Commission a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), relating to the resale of the Shares as soon as practicable following execution of this Agreement but in no event later than May 31, 2001. The Shares shall be subject to the following restrictions on resale: 33% of the Shares shall be eligible for resale commencing on the effective date under the Securities Act of the registration statement relating to the Shares; 33% of the Shares shall be eligible for resale commencing on the date three calendar months following the effective date under the Securities Act of the registration statement relating to the Shares or May 12, 2001, whichever is earlier; 33% of the Shares shall be eligible for resale commencing on the date six calendar months following the effective date under the Securities Act of the registration statement relating to the Shares or August 12, 2001, whichever is earlier. The Parties agree that JDHC may withhold all payments due Claimsnet under the Online Provider Directory Support Agreement ("Withheld Payments") until the Shares are registered. Within five days after the Shares are registered, JDHC shall pay Claimsnet any Withheld Payments less the following amount: a) Sellers have advised Buyer that they have pledged Certificates of Deposits in If the registration statement should be declared effective by the Securities and Exchange Commission no later than April 30, 2001, then JDHC shall retain the amount of $250,000 the Withheld Payments equal to the payment due under the Online Provider Directory Support Agreement (the "CDsOPDSA") for the period February 12, 2001, through the effective date of such registration statement, calculated on a pro rata basis. b) If the registration statement should be declared effective by the Securities and have each provided their personal indemnification to secure a bond in Exchange Commission after April 30, 2001, but no later than May 31, 2001, then JDHC shall retain the amount of $487,150 ("the MHEC Bond") so that ICTS could be licensed by Withheld Payments equal to two times the Sate of Maryland's Higher Education Commission. Sellers have also advised Buyer that they have each provided their personal indemnification to secure a license payment due under the OPDSA for ICTS to operate in the state of Virginia and have guaranteed ICTS equipment leases. The terms period February 12, 2001, through the effective date of such pledgesregistration statement, indemnifications and guarantees are summarized in Schedule 2.3(a) and are collectively referred to as the "Seller Indemnities". (b) ICTS shall use 20 percent of its Free Cash Flow to obtain the following in the order of priority indicated: (i) the release of the CDs to Sellers, then (ii) the release of Sellers from any remaining liability with respect to the MHEC Bond and then (iii) the release of Sellers from any liability with respect to any remaining Seller Indemnities. Within 30 days after the end of each calendar quarter, commencing the calendar quarter ending September 31, 2002, ICTS shall apply as aforesaid five percent of the estimated Free Cash Flow for the full fiscal year in which such quarter occurs. Within 90 days after the end of each such fiscal year, appropriate adjustment shall be made to reconcile estimated Free Cash Flow applications for the fiscal year to actual Free Cash Flow for such fiscal year. Any shortfall shall be applied by ICTS to the release of Seller Indemnities and any excess shall be carried over and applied to satisfy the application of Free Cash Flow required for the immediately succeeding fiscal year. Notwithstanding the foregoing, Buyer shall have the option to obtain the release of the Seller Indemnities by other means. (c) To the extent, if any, the Seller Indemnities have not been fully released by December 31, 2003, ICTS shall substitute other ICTS assets in order to obtain such release. (d) If calculated on a Seller's employment by ICTS is terminated without cause, after the Closing, then ICTS shall obtain the release of the Seller Indemnities made by such Seller by substituting other ICTS assets. However, if any of such Seller Indemnities is joint and several, ICTS shall have no obligation to make such substitution. Notwithstanding the above, if Louis Vescio's employment is terminated without cause, ICTS shall ▇▇▇▇▇▇ ▇▇▇ ▇▇lease of the Seller Indemnities made by Louis and Margaret Vescio. (e) For purposes of this paragraph 2.▇. "▇▇▇▇▇" ▇▇▇▇l be defined as willful interference with the business or operations of ICTS. When possible, ICTS shall give notice to Seller prior to Seller's termination that Seller is willfully interfering with the business or operations of ICTS. In such event, Seller shall immediately take such action as is necessary and appropriate to cease such interferencepro rata basis. In the event that a Seller the total of the Withheld Payments is terminated less than two times the payment due under the OPDSA for "cause"the period February 12, 2001 through the date of registration, then the sole issue JDHC shall continue to be arbitrated pursuant Withhold Payments and retain them for a period of time sufficient to Article IX shall be whether or not Buyer had "cause" to terminate Sellersatisfy this Claimsnet obligation.

Other Consideration. (a) Sellers have advised Buyer that they have pledged Certificates of Deposits in the amount of Cash Consideration $250,000 (the "CDs") and have each provided their personal indemnification to secure consideration with a bond in the amount of payment schedule made as follows * $487,150 ("the MHEC Bond") so that ICTS could be licensed by the Sate of Maryland's Higher Education Commission. Sellers have also advised Buyer that they have each provided their personal indemnification to secure a license for ICTS to operate in the state of Virginia and have guaranteed ICTS equipment leases. The terms of such pledges10,000 deposit paid July 8, indemnifications and guarantees are summarized in Schedule 2.3(a) and are collectively referred to as the "Seller Indemnities". (b) ICTS shall use 20 percent of its Free Cash Flow to obtain the following in the order of priority indicated: (i) the release of the CDs to Sellers2003 * $40,000 paid July 14th, then (ii) the release of Sellers from any remaining liability with respect to the MHEC Bond and then (iii) the release of Sellers from any liability with respect to any remaining Seller Indemnities. Within 30 days after the end of each calendar quarter2003 * $50,000 paid July 21th, commencing the calendar quarter ending September 312003 * $75,000 paid July 31st, 2002, ICTS shall apply as aforesaid five percent of the estimated Free Cash Flow for the full fiscal year in which such quarter occurs. Within 90 days after the end of each such fiscal year, appropriate adjustment shall 2003 * $75,000 payment will be made by wire transfer upon an NASD market maker submitting an application to reconcile estimated Free Cash Flow applications for change the fiscal year to actual Free Cash Flow for such fiscal year. Any shortfall shall be applied by ICTS to the release of Seller Indemnities and any excess shall be carried over and applied to satisfy the application of Free Cash Flow required for the immediately succeeding fiscal year. Notwithstanding the foregoing, Buyer shall have the option to obtain the release of the Seller Indemnities by other means. (c) To the extent, if any, the Seller Indemnities have not been fully released by December 31SUCN ticker symbol or 120 days from July 8, 2003, ICTS shall substitute other ICTS assets in order to obtain such release. (dwhichever is sooner ALL OF WHICH CASH CONSIDERATION, IS NON-REFUNDABLE ( see exception below) If a Seller's employment by ICTS is terminated without cause, after the Closing, then ICTS shall obtain the release payment of the Seller Indemnities made $50,000 second payment set forth above and any and all of which may be used at any time to satisfy debts and obligations of Superior and/or redeem shares held by such Seller shareholders of Superior. These cash funds shall be paid by substituting other ICTS assetsMegola on the dates set forth above in funds immediately available by wire transfer to an account or accounts designated by Superior. However, if following the $50,000 second payment, Superior agrees not to negotiate a similar transaction with any of such Seller Indemnities is joint and severalother party until August 7, ICTS 2003. If the Parties have not executed a definitive agreement by August 22, 2003, Superior shall have no be free to pursue other acquisition opportunities without liability or obligation to make such substitutionMegola. Notwithstanding If Superior executes a letter of intent or agreement for a similar transaction with another party within the abovespecified period, if Louis Vescio's employment is terminated without cause, ICTS shall any monies paid by Megola will be refunded back. Wiring Instructions For USD Account ▇▇▇▇ ▇▇▇▇▇▇▇ "In Trust" TDCanada Trust Branch 83689 Bank Code 004 USD Account: 0879-▇▇▇▇▇▇▇ Note Consideration Megola shall execute two promissory notes to Superior or its assigns, each in the amount of $100,000 (the "Notes"), bearing interest at the rate of 6% simple interest per annum. The Notes shall be paid in full, all principal and accrued interest, 12 months from the date of execution of this agreement, regardless of the date of closing of the definitive agreement. In addition to standard language, the Notes shall have the following terms and conditions: [i] The Notes may assigned and may be used to satisfy debts and obligations of Superior and/or redeem shares held by shareholders of Superior, all without the consent of Megola, and thereafter any payments due on the Notes shall be paid directly to such assignee[s]. The Notes may be pledged, sold, hypotheticated, or assigned by any assignee of Superior without consent of Megola. All payments shall be made by wire transfer on the due date to accounts as specified by Superior or assignees of the Notes. [ii] Holders of the Notes shall have the option at any time prior to the due date so long as there is no default to convert all unpaid principal and accrued interest into common shares of stock of Superior ("Superior Common Stock") at the rate of US$0.10 per share. This option may be exercised in whole or in part at any time prior to repayment of the Notes. If there is a default in the Notes, then Holders of the Notes shall have the option at any time the Notes are in default to convert all unpaid principal and accrued interest into shares of stock of Superior at the lower of (i) $0.10 per share; and (ii) the average trading price of Superior Common Stock for the twenty (20) day period immediately prior to the date of the option exercise notice from the Holders. This option may be exercised in whole or in part at any time the Notes are in default. Further, to the extent any shares are acquired under this option, the owners of these shares if the option is exercised collectively shall have a one time right to require that Superior register the shares for resale within 90 days of such request on a registration statement filed with the Securities Exchange Commission ("SEC") and kept effective until all such shares are resold, all at Superior's expense. [iii] Payment of the Notes shall be personally guaranteed by all principals of Megola, namely ▇▇. ▇▇▇▇ ▇▇lease of the Seller Indemnities made by Louis and Margaret Vescio. (e) For purposes of this paragraph 2.▇. "▇▇▇▇▇" ▇▇▇▇l ▇ which guarantee shall be defined as willful interference with backed by a security interest in all of their issued and outstanding stock of Superior post-Closing. [iv] Megola will be obligated to pay the business or operations outstanding Notes before their due dates if they are successful in obtaining further funding of ICTSa minimum of $600,000 USD. When possible, ICTS shall give notice to Seller prior to Seller's termination that Seller If the minimum is willfully interfering with the business or operations of ICTS. In such event, Seller shall immediately take such action as is necessary and appropriate to cease such interference. In the event that a Seller is terminated for "cause"not met, then payment due will be pro-rata to the sole issue to amount of funding obtained however the balance will still be arbitrated pursuant to Article IX shall be whether or not Buyer had "cause" to terminate Sellerdue on due date.