ARTICLE 1 --------- DEFINITIONS AND DETERMINATIONS ------------------------------ 1.1 Definitions. As used in this Revolver Loan Agreement and in the ----------- other Revolver Loan Documents (as hereinafter defined), unless otherwise expressly...Loan and Security Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Arizona
EXHIBIT 1.1 1,900,000 SHARES/1/ CPS SYSTEMS, INC. COMMON STOCK UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 20th, 1998 • CPS Systems Inc • Services-computer integrated systems design • California
ARTICLE I THE MERGERAgreement and Plan of Merger • May 17th, 1999 • CPS Systems Inc • Services-computer integrated systems design • Texas
COMMON STOCKUnderwriting Agreement • February 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • California
Agreement ---------Security Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Colorado
AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1Agreement and Plan of Merger • May 17th, 1999 • CPS Systems Inc • Services-computer integrated systems design • Texas
THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of __________ , 1997, --------- between CPS SYSTEMS, INC., a Texas corporation (the "Company"), and PAUL E. ------- KANA (the "Executive"). ----------Employment Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Texas
EXHIBIT INDEX 10.4 OFFICE LEASE CMD REALTY INVESTMENT FUND II, L.P., an Illinois limited partnership, as Landlord,Office Lease • April 15th, 1999 • CPS Systems Inc • Services-computer integrated systems design
ARTICLE 1 ---------Term Loan Agreement • October 31st, 1997 • CPS Systems Inc • Arizona
EXHIBIT 10.15 ASSUMPTION AGREEMENT BY THIS ASSUMPTION AGREEMENT ("Assumption Agreement") dated as of December 29, 1994, CPS SYSTEMS, INC., a Texas corporation ("CPS"), and GREYHOUND FINANCIAL CORPORATION, a Delaware corporation ("Lender"), for good...Assumption Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Arizona
ARTICLE 1 --------- GUARANTY --------CPS Systems Inc • January 13th, 1998 • Services-computer integrated systems design • Arizona
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN VIOLATION OF SUCH ACT OR LAW OR THE...CPS Systems Inc • October 31st, 1997 • Colorado
CPS ACQUISITION CORP. and CPS SYSTEMS, INC.Note Agreement • October 31st, 1997 • CPS Systems Inc • Texas
STANDARD OFFICE BUILDING LEASE AGREEMENT STATE OF TEXAS -------------- COUNTY OF DALLAS -------------Agreement • October 31st, 1997 • CPS Systems Inc • Texas
EXHIBIT 1.2 WARRANT AGREEMENT This Warrant Agreement (this "Agreement") dated as of December __, 1997 is by and between CPS Systems, Inc., a Texas corporation (the "Company") and Cruttenden Roth Incorporated ("Cruttenden"). WHEREAS, Cruttenden has...Warrant Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • California
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN VIOLATION OF SUCH ACT OR LAW OR THE...CPS Systems Inc • October 31st, 1997 • Colorado
AGREEMENT ---------Security Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Colorado
Agreement for Ongoing Maintenance & Enhancement (OME) of software productsEntire Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design
EXHIBIT 10.20 SUBORDINATION AND INTERCREDITOR AGREEMENT ----------------------------------------- This Subordination and Intercreditor Agreement is made as of this 29th day of December, 1994, among GREYHOUND FINANCIAL CORPORATION, a Delaware...Subordination and Intercreditor Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Arizona
EXHIBIT 10.12 STOCK PLEDGE AND SECURITY AGREEMENT ----------------------------------- (WITH IRREVOCABLE PROXY) ------------------------ THIS STOCK PLEDGE AND SECURITY AGREEMENT (WITH IRREVOCABLE PROXY) ("Agreement"), is entered into as of the 29th day...Stock Pledge and Security Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN VIOLATION OF SUCH ACT OR LAW OR THE...CPS Systems Inc • October 31st, 1997 • Colorado
EXHIBIT 10.13 ASSIGNMENT OF CONTRACT ---------------------- THIS ASSIGNMENT OF CONTRACT ("Assignment") is entered into as of December 29, 1994 by and between CPS ACQUISITION CORP., a Georgia corporation ("Assignor"), and GREYHOUND FINANCIAL...Assignment of Contract • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design
RECITALSCPS Systems Inc • January 13th, 1998 • Services-computer integrated systems design
ARTICLE 1 --------- GUARANTY --------Guaranty And • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Arizona
LOCK UP AGREEMENTLock Up Agreement • February 12th, 1998 • CPS Systems Inc • Services-computer integrated systems design
This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned; provided, however, that this agreement will be deemed terminated, and will have no further force and effect, if, for any reason whatsoever, the Offering is not completed prior to April 30, 1998.
ADDENDUM TOProgram License Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • New York
EXHIBIT 1.2 WARRANT AGREEMENT This Warrant Agreement (this "Agreement") dated as of March __, 1998 is by and among CPS Systems, Inc., a Texas corporation (the "Company"), Josephthal & Co. Inc. ("Josephthal") and Cruttenden Roth Incorporated...Warrant Agreement • March 20th, 1998 • CPS Systems Inc • Services-computer integrated systems design • California
