Hlm Design Inc Sample Contracts

Hlm Design Inc – FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT (December 16th, 2002)

Preamble. THIS FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT (hereinafter, together with all schedules and exhibits hereto, and any supplements, additions, modifications or amendments thereto made from time to time called the “Fifth Amendment”), dated as of December 11, 2002 (the “Fifth Amendment Date”), is made by and among HLM DESIGN, INC., a Delaware corporation, as borrower (“Borrower”); all those parties identified in the Credit Agreement (defined below) as the “Affiliate Guarantors” (the “Affiliate Guarantors”); WHITEHALL BUSINESS CREDIT CORPORATION, a New York corporation (hereinafter, together with its successors and permitted assigns, called “WBCC”), as successor-in-interest to IBJ WHITEHALL BUSINESS CREDIT CORPORATION, as sole Lender thereunder and as agent for all Lenders from time to time party thereto and any Issuer (WBCC, acting in such latter capacity, the “Agent”).

Hlm Design Inc – EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT (September 23rd, 2002)

Exhibit 10.29.4 FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT Preamble. THIS FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT (hereinafter, together with all schedules and exhibits hereto, and any supplements, additions, modifications or amendments thereto made from time to time called the "Fourth Amendment"), dated as of September 10, 2002 (the "Fourth Amendment Date"), is made by and among HLM DESIGN, INC., a Delaware corporation, as borrower ("Borrower"); all those parties identified in the Credit Agreement (defined below) as the "Affiliate Guarantors" (the "Affiliate Guarantors"); IBJ WHITEHALL BUSINESS CREDIT CORPORATION, a New York corporation (hereinafter, together with its successors and permitted assigns, called "IBJW"), as

Hlm Design Inc – EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT (August 1st, 2002)

EXHIBIT 10.29.3 THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT Preamble. THIS THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT (hereinafter, together with all schedules and exhibits hereto, and any supplements, additions, modifications or amendments thereto made from time to time called the "Third Amendment"), dated as of June 3, 2002 (the "Third Amendment Date"), is made by and among HLM DESIGN, INC., a Delaware corporation, as borrower ("Borrower"); all those parties identified in the Credit Agreement (defined below) as the "Affiliate Guarantors" (the "Affiliate Guarantors"); IBJ WHITEHALL BUSINESS CREDIT CORPORATION, a New York corporation (hereinafter, together with its successors and permitted assigns, called "IBJW "), as sole Lender t

Hlm Design Inc – EMPLOYEE STOCK PURCHASE PLAN (April 2nd, 2002)

Exhibit 4.5 HLM DESIGN, INC. EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated as of September 18, 2001) ARTICLE I PURPOSE; DEFINITIONS; CONSTRUCTION 1.1. Purpose of Plan. The purpose of the Plan, which shall be known as the --------------- HLM Design, Inc. Employee Stock Purchase Plan (the "Plan"), is to provide employees of HLM Design, Inc. (the "Company") and its participating subsidiaries an opportunity to acquire a proprietary interest in the Company through the purchase of the Common Stock, $.001 par value per share, of the Company. This Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). 1.2. Definitions. Throughout this Plan, the following te

Hlm Design Inc – STOCK PURCHASE AGREEMENT (March 13th, 2002)

Exhibit 2.1 STOCK PURCHASE AGREEMENT among C D LIDDLE AND OTHERS G. A. DESIGN INTERNATIONAL (HOLDINGS) LTD HLM ARCHITECTS LIMITED HLM DESIGN, INC Dated as of 18 December 2001 TABLE OF CONTENTS ARTICLE I PURCHASE OF STOCK I Section 1.1 Purchase and Sale ----------------- Section 1.2 Purchase Price -------------- Section 1.3 No Excluded Assets ------------------ Section 1.4 Undertaking Regarding Earnings ---------------

Hlm Design Inc – STOCK PURCHASE AGREEMENT (March 13th, 2002)

Exhibit 2.2 DATED 22 February 2002 --------------------------------------------------- SUPPLEMENTAL AGREEMENT TO THE STOCK PURCHASE AGREEMENT AMONG C D LIDDLE and OTHERS GA DESIGN INTERNATIONAL (HOLDINGS) LIMITED HLM ARCHITECTS LIMITED HLM DESIGN INC THIS SUPPLEMENTAL AGREEMENT is made 22 February 2002 BETWEEN: (1) THE PERSONS whose names and addresses are set out in Schedule A1.0 ("the Sellers"); (2) GA DESIGN INTERNATIONAL (HOLDINGS) LIMITED a company registered in England and Wales under Company Number 3705307 with its registered office at Lyme House Studios, 30-31 Lyme Street

Hlm Design Inc – PUT AND CALL OPTION AGREEMENT (March 13th, 2002)

Exhibit 4.4 DATED 18 December 2001 --------------------------------------------------- (1) JOHN RUSSELL FERGUSON (2) HLM DESIGN, INC PUT AND CALL OPTION AGREEMENT [LOGO] RADCLIFFES 5 Great College Street Westminster London SW1P3SJ Tel +44 (0) 20 7222 7040 Fax +44 (0) 20 7222 6208 LDE 113 www.radcliffes.com PUT AND CALL OPTION AGREEMENT THIS AGREEMENT is made the 18th day of December 2001 PARTIES: (1) JOHN RUSSELL FERGUSON of Hillfoot Cottage, Hillfoot Road, Totley, Sheffield, Sou

Hlm Design Inc – PUT AND CALL OPTION AGREEMENT (March 13th, 2002)

Exhibit 4.9 DATED 18 December 2001 --------------------------------------------------- (1) LESLIE HUNTER WELCH (2) HLM DESIGN, INC PUT AND CALL OPTION AGREEMENT [LOGO] RADCLIFFES 5 Great College Street Westminster London SW1P3SJ Tel +44 (0) 20 7222 7040 Fax +44 (0) 20 7222 6208 LDE 113 www.radcliffes.com PUT AND CALL OPTION AGREEMENT THIS AGREEMENT is made the 18th day of December 2001 PARTIES: (1) LESLIE HUNTER WELCH of 70 Holmesdale Road, Teddington, Middlesex TW11 9LG

Hlm Design Inc – PUT AND CALL OPTION AGREEMENT (March 13th, 2002)

Exhibit 4.6 DATED 18 December 2001 --------------------------------------------------- (1) CHRISTOPHER DUNBAR LIDDLE (2) HLM DESIGN, INC PUT AND CALL OPTION AGREEMENT [LOGO] RADCLIFFES 5 Great College Street Westminster London SW1P3SJ Tel +44 (0) 20 7222 7040 Fax +44 (0) 20 7222 6208 LDE 113 www.radcliffes.com PUT AND CALL OPTION AGREEMENT THIS AGREEMENT is made the 18th day of December 2001 PARTIES: (1) CHRISTOPHER DUNBAR LIDDLE of Thorn Cottage, Binton Lane, Seale, Farnham,

Hlm Design Inc – PUT AND CALL OPTION AGREEMENT (March 13th, 2002)

Exhibit 4.8 DATED 18 December 2001 --------------------------------------------------- (1) RICHARD PETER IAN PARSONS (2) HLM DESIGN, INC PUT AND CALL OPTION AGREEMENT [LOGO] RADCLIFFES 5 Great College Street Westminster London SW1P3SJ Tel +44 (0) 20 7222 7040 Fax +44 (0) 20 7222 6208 LDE 113 www.radcliffes.com PUT AND CALL OPTION AGREEMENT THIS AGREEMENT is made the 18th day of December 2001 PARTIES: (1) RICHARD PETER IAN PARSONS of 56 Station Road, Marlow, Buckinghamshire SL7

Hlm Design Inc – EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT (December 17th, 2001)

EXHIBIT 10.29.2 SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT Preamble. THIS SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL -------- EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT (hereinafter, together with all schedules and exhibits hereto, and any supplements, additions, modifications or amendments thereto made from time to time called the "Second Amendment"), ------------------ dated as of December 18, 2001 (the "Second Amendment Date"), is made by and ----------------------- among HLM DESIGN, INC., a Delaware corporation, as borrower ("Borrower"); all ---------- those parties identified in the Credit Agreement (defined bel

Hlm Design Inc – EMPLOYEE STOCK PURCHASE PLAN (July 23rd, 2001)

EXHIBIT 10.34 HLM DESIGN, INC. EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED AND RESTATED AS OF NOVEMBER 22, 2000) HLM DESIGN, INC. EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated as of November 22, 2000) TABLE OF CONTENTS Page ---- ARTICLE I PURPOSE; DEFINITIONS; CONSTRUCTION............................. 1 1.1 Purpose of Plan.............................................. 1 1.2 Definitions.................................................. 1 (a) "Account"............................................... 1 (b) "Base Pay"............

Hlm Design Inc – EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT (July 23rd, 2001)

EXHIBIT 10.29.1 FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT Preamble. THIS FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN, CAPITAL -------- EXPENDITURE LOAN, GUARANTY AND SECURITY AGREEMENT (hereinafter, together with all schedules and exhibits hereto, and any supplements, additions, modifications or amendments thereto made from time to time called the "First Amendment"), --------------- dated as of June 29, 2001 (the "First Amendment Date"), is made by and among HLM -------------------- DESIGN, INC., a Delaware corporation, as borrower ("Borrower"); all those -------- parties identified in the Credit Agreement (defined below) as the "Affiliate Guarant

Hlm Design Inc – 1998 STOCK OPTION PLAN (December 22nd, 2000)

Exhibit 4.1 HLM DESIGN, INC. 1998 STOCK OPTION PLAN (As Amended June 13, 2000) 1. Purposes of Plan. The purposes of the Plan, which shall be known as the HLM Design, Inc. 1998 Stock Option Plan and is hereinafter referred to as the "Plan", are (i) to provide incentives for key employees, directors, consultants and other individuals providing services to HLM Design, Inc. (the "Company") and its subsidiaries (within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"), each of which is referred to herein as a "Subsidiary") by encouraging their ownership of the Common Stock, $.001 par value, of the Company (the "Stock") and (ii) to aid the Company in retaining such key employees, directors, consultants and other individuals upon whose efforts the Company's success and future grow

Hlm Design Inc – GOODWILL PURCHASE AGREEMENT (July 26th, 2000)

Exhibit 10.45 GOODWILL PURCHASE AGREEMENT This Goodwill Purchase Agreement (the "Agreement"), dated as of the 28th day of April, 2000, is by and between HLM DESIGN, INC. (the "Purchaser") and SCOTT L. BRADY, P.E. ("Seller"). Agreement --------- Purchaser and Seller are parties to a Stock Purchase Agreement (the "Stock Purchase Agreement") dated April 28, 2000, concerning the sale and purchase of all of the outstanding capital stock of BL&P Engineers, Inc. (the "Company") by Purchaser from Seller. In connection with and pursuant to the Stock Purchase Agreement, Purchaser and Seller have also agreed to the sale and purchase of the Seller's Goodwill (defined below) pursuant to the terms of this Agreement. In consideration of the respective covenants, representations and warranties herein con

Hlm Design Inc – SECURITY AGREEMENT (July 26th, 2000)

REVOLVING CREDIT, TERM LOAN, CAPITAL EXPENDITURE LOAN, GUARANTY, AND SECURITY AGREEMENT IBJ WHITEHALL BUSINESS CREDIT CORPORATION (AS LENDER AND AS AGENT) WITH HLM DESIGN, INC. (BORROWERS) February 7, 2000 THIS DOCUMENT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24B-2 OF THE COMMISSION. TABLE OF CONTENTS I. DEFINITIONS..............................................................1 1.1. Accounting Terms................................................1 1.2. General Terms...................................................1 1.3. Uniform Commercial Code Terms..................................23 1.4. Certain

Hlm Design Inc – STOCK PURCHASE AGREEMENT (May 15th, 2000)

Exhibit 99.1 STOCK PURCHASE AGREEMENT among HLM DESIGN, INC. BL&P ENGINEERS, INC. and SCOTT L. BRADY, PE Dated as of April 28, 2000 TABLE OF CONTENTS ARTICLE I PURCHASE OF STOCK......................................................2 Section 1.1 Purchase and Sale...................................2 Section 1.2 Purchase Price......................................2 Section 1.3 Excluded Assets and Liabilities.....................3 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER...........3 Section 2.1 Corporate Organization..............................4 Sect

Hlm Design Inc – MANAGEMENT AND SERVICES AGREEMENT (May 15th, 2000)

Exhibit 99.2 MANAGEMENT AND SERVICES AGREEMENT This Management and Services Agreement (the "Agreement") is entered into effective as of April 29, 2000, by and between BL&P ENGINEERS, INC., a Texas corporation (hereinafter referred to as "BLP"), and HLM DESIGN, INC., a Delaware corporation (hereinafter referred to as "Design"). RECITALS WHEREAS, BLP is in the business of providing architectural and/or engineering services through the services of duly licensed architects and engineers engaged by BLP as employees or independent contractors; WHEREAS, Design is in the business of providing comprehensive management services to architectural and engineering firms, including the provision of office space and equipment, the recruitment, hiring and employment of architectural and engineering personnel and support personnel, and the provision of

Hlm Design Inc – PROMISSORY NOTE (December 13th, 1999)

Exhibit 10.62 PROMISSORY NOTE -------------------------------------------------------------------------------------------------------------- Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials $250,000.00 11-10-1999 02-08-2000 585059 004A 905 GRS -------------------------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. -------------------------------------------------------------------------------------------------------------- BORROWER: HLM DESIGN, INC. (TIN: 56-2018819) LENDER: FIRST CHARTER NATIONAL BANK 121 WEST

Hlm Design Inc – NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT (July 27th, 1999)

NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT PURSUANT TO HLM DESIGN, INC. 1998 STOCK OPTION PLAN This Nonstatutory Stock Option Agreement and Grant is entered into as of the 1st day of September , 1998 between HLM Design, Inc., a Delaware corporation (the "Company"), and Fred Pounds (the "Optionee"). WHEREAS, the Company and its stockholders have approved the HLM Design, Inc. 1998 Stock Option Plan (the "Plan") pursuant to which the Company may, from time to time, make awards of Options (as defined below) and enter into Nonstatutory Stock Option Agreements with eligible employees and directors of the Company or of any Subsidiary (as defined below); WHEREAS, pursuant to the Plan, the Company has determined to grant to the Optionee an Option to purchase Common Stock (as defined below) of the Company, which Option shall be subject to the terms and conditions of this Nonstatutory Stock Option Agr

Hlm Design Inc – PROMISSORY NOTE (July 27th, 1999)

TYPE: EX-10 DESCRIPTION: EXHIBIT 10.60 EXHIBIT 10.60 PROMISSORY NOTE ------------------------------------------------------------------------------------------------------------------------------------ Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials $5,000,000 03-26-99 06-30-2000 2069136 004A 905 GRS ------------------------------------------------------------------------------------------------------------------------------------ References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. -------------------------------------------------------------------------------------------------------------------

Hlm Design Inc – MANAGEMENT AND SERVICES AGREEMENT (November 16th, 1998)

MANAGEMENT AND SERVICES AGREEMENT This Management and Services Agreement (the "Agreement") is entered into effective as of October 30, 1998, by and between JPJ ARCHITECTS, INC., a Texas corporation (hereinafter referred to as "JPJ"), and HLM DESIGN, INC., a Delaware corporation (hereinafter referred to as "Design"). RECITALS WHEREAS, JPJ has heretofore provided architectural services through the services of duly licensed architects engaged by JPJ as employees or independent contractors, and may in the future provide engineering services through the services of duly licensed engineers engaged by JPJ as employees or independent contractors; WHEREAS, Design is in the business of providing comprehensive management services to architectural and engineering firms, including the provision of office space and equipment, the recruitment, hiring and employment of architectural and engineering personnel and suppor

Hlm Design Inc – STOCK PURCHASE AGREEMENT (November 16th, 1998)

STOCK PURCHASE AGREEMENT among HLM DESIGN, INC. Bill D. Smith, FAIA Walter J. Viney, AIA Richard E. Morgan, AIA Weldon W. Nash, Jr., FCSI Ken G. Rowley, AIA Douglas R. Bissell, AIA Paul H. Woodard, AIA Jan G. Blackmon, FAIA and JPJ ARCHITECTS, INC. Dated as of October 30, 1998 TABLE OF CONTENTS ARTICLE I PURCHASE OF STOCK...........................................................2 Section 1.1 Purchase and Sale...........................................2 Section 1.2 Purchase Price..........

Hlm Design Inc – PROMISSORY NOTE (September 14th, 1998)

EXHIBIT 10.1 PROMISSORY NOTE ------------------------------------------------------------------------------------------------------------------------------------ Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials $3,000,000.00 09-01-1998 06-30-1999 2069136 004A 905 GRS ------------------------------------------------------------------------------------------------------------------------------------ References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. ------------------------------------------------------------------------------------------------------------------------------------ Borrower: HLM DESIGN, INC. (TIN: 56-2018819) Lender: First Charter National

Hlm Design Inc – NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT (July 29th, 1998)

EXHIBIT 10.34 NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT PURSUANT TO HLM DESIGN, INC. 1998 STOCK OPTION PLAN This Nonstatutory Stock Option Agreement and Grant is entered into as of this 12th day of June, 1998 between HLM Design, Inc., a Delaware corporation (the "Company"), and Vernon B. Brannon (the "Optionee"). WHEREAS, the Company and its stockholders have approved the HLM Design, Inc. 1998 Stock Option Plan (the "Plan") pursuant to which the Company may, from time to time, make awards of Options (as defined below) and enter into Nonstatutory Stock Option Agreements with, eligible employees of the Company or of any Subsidiary (as defined below); WHEREAS, pursuant to the Plan, the Company has determined to grant to the Optionee an Option to purchase Common Stock (as defined below) of the Company, which Opti

Hlm Design Inc – SECURITY ESCROW AGREEMENT (July 29th, 1998)

EXHIBIT 10.7 SECURITY ESCROW AGREEMENT THIS ESCROW AGREEMENT made and entered into this 18th day of June, 1998, among the persons and parties who have signed this Agreement as security holders (herein collectively referred to as the "Security Holders"), HLM Design, Inc., a Delaware corporation (the "Issuer"), and First Union National Bank (the "Escrow Agent"); WITNESSETH THAT: A. Each of the Security Holders is the owner of the number of shares of common stock, par value $.001 per share (the "Common Stock") of the Issuer or possesses options to acquire shares of Common Stock of the Issuer listed opposite his or its name on Exhibit A attached hereto. B. The Issuer has applied to the state securities administrators of certain states for registration of 1,200,000 shares of Common Stock for sale to the residents of such states (th

Hlm Design Inc – NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT (July 29th, 1998)

EXHIBIT 10.33 NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT PURSUANT TO HLM DESIGN, INC. 1998 STOCK OPTION PLAN This Nonstatutory Stock Option Agreement and Grant is entered into as of this 12th day of June, 1998 between HLM Design, Inc., a Delaware corporation (the "Company"), and Joseph M. Harris (the "Optionee"). WHEREAS, the Company and its stockholders have approved the HLM Design, Inc. 1998 Stock Option Plan (the "Plan") pursuant to which the Company may, from time to time, make awards of Options (as defined below) and enter into Nonstatutory Stock Option Agreements with, eligible employees of the Company or of any Subsidiary (as defined below); WHEREAS, pursuant to the Plan, the Company has determined to grant to the Optionee an Option to purchase Common Stock (as defined below) of the Company, which Optio

Hlm Design Inc – 1998 STOCK OPTION PLAN (July 29th, 1998)

HLM DESIGN, INC. 1998 STOCK OPTION PLAN 1. PURPOSES OF PLAN. The purposes of the Plan, which shall be known as the HLM Design, Inc. 1998 Stock Option Plan and is hereinafter referred to as the "Plan", are (i) to provide incentives for key employees, directors, consultants and other individuals providing services to HLM Design, Inc. (the "Company") and its subsidiaries (within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"), each of which is referred to herein as a "Subsidiary") by encouraging their ownership of the Common Stock, $.001 par value, of the Company (the "Stock") and (ii) to aid the Company in retaining such key employees, directors, consultants and other individuals upon whose efforts the Company's success and future growth depends, and attracting other such employees, directors, consultants and other individuals. 2. ADMINISTRATION. The Plan shall

Hlm Design Inc – STATUTORY INCENTIVE STOCK OPTION AGREEMENT AND GRANT (July 29th, 1998)

EXHIBIT 10.32 STATUTORY INCENTIVE STOCK OPTION AGREEMENT AND GRANT PURSUANT TO HLM DESIGN, INC. 1998 STOCK OPTION PLAN This Statutory Incentive Stock Option Agreement and Grant is entered into as of this 12th day of June, 1998 between HLM Design, Inc., a Delaware corporation (the "Company"), and Vernon B. Brannon (the "Optionee"). WHEREAS, the Company and its stockholders have approved the HLM Design, Inc. 1998 Stock Option Plan (the "Plan") pursuant to which the Company may, from time to time, make awards of Options (as defined below) and enter into Statutory Incentive Stock Option Agreements with eligible employees of the Company or of any Subsidiary (as defined below); WHEREAS, pursuant to the Plan, the Company has determined to grant to the Optionee an Option to purchase Common Stock (as defined below) of the Co

Hlm Design Inc – EMPLOYEE STOCK PURCHASE PLAN (July 29th, 1998)

EXHIBIT 10.24 HLM DESIGN, INC. EMPLOYEE STOCK PURCHASE PLAN HLM DESIGN, INC. EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS Page ARTICLE I PURPOSE; DEFINITIONS; CONSTRUCTION.....................................................................1 1.1 Purpose of Plan.................................................................................1 1.2 Definitions.....................................................................................1 (a) "Account"........................

Hlm Design Inc – STATUTORY INCENTIVE STOCK OPTION AGREEMENT AND GRANT (July 29th, 1998)

EXHIBIT 10.31 STATUTORY INCENTIVE STOCK OPTION AGREEMENT AND GRANT PURSUANT TO HLM DESIGN, INC. 1998 STOCK OPTION PLAN This Statutory Incentive Stock Option Agreement and Grant is entered into as of this 12th day of June, 1998 between HLM Design, Inc., a Delaware corporation (the "Company"), and Joseph M. Harris (the "Optionee"). WHEREAS, the Company and its stockholders have approved the HLM Design, Inc. 1998 Stock Option Plan (the "Plan") pursuant to which the Company may, from time to time, make awards of Options (as defined below) and enter into Statutory Incentive Stock Option Agreements with eligible employees of the Company or of any Subsidiary (as defined below); WHEREAS, pursuant to the Plan, the Company has determined to grant to the Optionee an Option to purchase Common Stock (as defined below) of the Compa

Hlm Design Inc – COMMON STOCK PURCHASE WARRANT (June 5th, 1998)

THIS WARRANT AND THE SHARE ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY STATE SECURITIES LAW. Warrant No. W 1 7,761 Shares (subject to adjustment) COMMON STOCK PURCHASE WARRANT ----------------------------- To Subscribe for Share of Common Stock of HLM DESIGN, INC., a Delaware corporation THIS CERTIFIES THAT, in exchange for the sum of $10,800.00 i

Hlm Design Inc – COMMERCIAL GUARANTY (June 5th, 1998)

COMMERCIAL GUARANTY PRINCIPAL LOAN DATE MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER INITIALS 004A 905 GRS References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Borrower: HLM DESIGN INC. (TIN: 562018819) Lender: FIRST CHARTER NATIONAL BANK 121 WEST TRADE STREET, SUITE 2950 COMMERCIAL CHARLOTTE, NC 28202 P. O. BOX 228 CONCORD, NC 28026-0228 Guarantor: VERNON B. BRANNON 5301 MIRABELL ROAD CHARLOTTE, NC 28226 --------------------------------------------------------------------------------

Hlm Design Inc – NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT (June 5th, 1998)

EXHIBIT 10.34 NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT PURSUANT TO HLM DESIGN, INC. 1998 STOCK OPTION PLAN This Nonstatutory Stock Option Agreement and Grant is entered into as of this ___ day of ______________, 1998 between HLM Design, Inc., a Delaware corporation (the "Company"), and Vernon B. Brannon (the "Optionee"). WHEREAS, the Company and its stockholders have approved the HLM Design, Inc. 1998 Stock Option Plan (the "Plan") pursuant to which the Company may, from time to time, make awards of Options (as defined below) and enter into Nonstatutory Stock Option Agreements with, eligible employees of the Company or of any Subsidiary (as defined below); WHEREAS, pursuant to the Plan, the Company has determined to grant to the Optionee an Option to purchase Common Stock (as defined below) of the Company, w

Hlm Design Inc – MODIFICATION AND EXTENSION AGREEMENT (June 5th, 1998)

FIRST CHARTER NATIONAL BANK Account Number: 543736 --------------- MODIFICATION AND EXTENSION AGREEMENT STATE OF NORTH CAROLINA COUNTY OF: Cabarrus Effective Date: May 30 , 19 98 --------------------------------------- -------------------- ------ This Modification and