Da Consulting Group Inc Sample Contracts

Da Consulting Group Inc – EMPLOYMENT AGREEMENT (April 30th, 2001)

Exhibit 10.13 EMPLOYMENT AGREEMENT --------------------- This Employment Agreement ("Agreement") is made and entered into by DA CONSULTING GROUP, INC., a Texas corporation, formerly known as DA International, Inc. (hereinafter the "Company") and VIRGINIA L. PIERPONT (hereinafter the "Employee"). In consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Employee agree as follows: 1. EMPLOYMENT. The Company employs Employee and Employee accepts ---------- employment on the terms and conditions set forth in this Agreement. 2. NATURE OF EMPLOYMENT. Employee shall serve as Chairman of the Board -------------------- of Directors. As Chairman, Employee shall lead the Company's Board of Directors (the "Board") in establishing the strategy and overall objectives of the Comp

Da Consulting Group Inc – AGREEMENT AND RELEASE (April 30th, 2001)

Exhibit 10.11 AGREEMENT AND RELEASE --------------------- THIS AGREEMENT AND RELEASE is by and between Eric Fernette ("Mr. Fernette"), a resident of Tomball, Texas, and DA Consulting Group, Inc ("DACG"), a Texas corporation, having its principal place of business in Houston, Texas. WINESSETH: --------- Mr. Fernette, at various times, has been an employee and officer of DACG and certain of its affiliated and subsidiary companies or their predecessors or successors in interest; Mr. Fernette's employment with DACG and any of its affiliated and subsidiary companies will terminate effective on August 15,2000; Mr. Fernette and DACG desire to avoid the expense, delay and uncertainty attendant to any disputes or claims which may arise from Mr. Fernette's employment with and termination fro

Da Consulting Group Inc – SEPARATION AGREEMENT (April 30th, 2001)

Exhibit 10.12 SEPARATION AGREEMENT AGREEMENT between DA CONSULTING, GROUP, INC., a Texas corporation (the "Company"), and John Mitchell ("Executive"), W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "Board") has approved the Company entering into a separation agreement with Executive in order to encourage Executive's continued service to the Company; and WHEREAS, Executive is prepared to perform such services in return for specific arrangements with respect to separation compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree

Da Consulting Group Inc – SEPARATION AGREEMENT (April 2nd, 2001)

CHANGE IN CONTROL SEPARATION AGREEMENT AGREEMENT between DA CONSULTING, GROUP, INC., a Texas corporation (the "Company"), and Malcolm Wright ("Executive"), W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "Board") has approved the Company entering into a separation agreement with Executive in order to encourage Executive's continued service to the Company; and WHEREAS, Executive is prepared to perform such services in return for specific arrangements with respect to separation compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, t

Da Consulting Group Inc – EXERCISE OF THIS WARRANT CANNOT BE SOLD OR TRANSFERRED, UNLESS AND UNTIL THEY (September 11th, 2000)

EXHIBIT C NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND THIS WARRANT CANNOT BE EXERCISED, SOLD OR TRANSFERRED, AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT CANNOT BE SOLD OR TRANSFERRED, UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION IS THEN AVAILABLE. Warrant to Subscribe for 1,000,000 Shares DA CONSULTING GROUP, INC. Warrant ------- To Subscribe for and Purchase Common Stock of

Da Consulting Group Inc – EXERCISE OF THIS WARRANT CANNOT BE SOLD OR TRANSFERRED, UNLESS AND UNTIL THEY (August 25th, 2000)

EXHIBIT C NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND THIS WARRANT CANNOT BE EXERCISED, SOLD OR TRANSFERRED, AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT CANNOT BE SOLD OR TRANSFERRED, UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION IS THEN AVAILABLE. Warrant to Subscribe for 1,000,000 Shares DA CONSULTING GROUP, INC. Warrant ------- To Subscribe for and Purchase Common Stock of

Da Consulting Group Inc – EMPLOYMENT AGREEMENT (August 14th, 2000)

EXHIBIT 10.1 ------------ EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement") is made and entered into by DA CONSULTING GROUP, INC., a Texas corporation (hereinafter the "Company") and JOHN MITCHELL (hereinafter the "Employee"). In consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Employee agree as follows: 1. EMPLOYMENT. The Company employs Employee and Employee accepts ---------- employment on the terms and conditions set forth in this Agreement. 2. NATURE OF EMPLOYMENT. Employee shall serve as President and Chief ---------------------- Ex

Da Consulting Group Inc – 1997 STOCK OPTION PLAN (March 30th, 2000)

EXHIBIT 10.1 DA CONSULTING GROUP, INC. 1997 STOCK OPTION PLAN (EFFECTIVE AS OF FEBRUARY 1, 1997, AMENDED AND RESTATED EFFECTIVE MARCH 1998 AND, AMENDED AND RESTATED EFFECTIVE DECEMBER 7, 1999) DA CONSULTING GROUP, INC. 1997 STOCK OPTION PLAN Section I. Purposes. The DA Consulting Group, Inc. 1997 Stock Option Plan (the "Plan") was originally effective February 1, 1997, and is amended and restated as set forth in this document, effective December 7, 1999, subject to approval by the Company's stockholders. The purposes of the Plan are to: (a) assist DA Consulting Group, Inc. ("the Company") in recruiting and retaining highly qualified managers, consultants and staff; (b) provide Employees with an incentive for productivity; and (c) provide Employe

Da Consulting Group Inc – SEPARATION AGREEMENT (November 15th, 1999)

EXHIBIT 10.1 CHANGE IN CONTROL SEPARATION AGREEMENT AGREEMENT between DA CONSULTING, GROUP, INC., a Texas corporation (the "Company"), and Dennis Fairchild ("Executive"), W I T N E S S E T H : WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "Board") has approved the Company entering into a separation agreement with Executive in order to encourage Executive's continued service to the Company; and WHEREAS, Executive is prepared to perform such services in return for specific arrangements with respect to separation compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and

Da Consulting Group Inc – ARTICLES OF INCORPORATION (April 20th, 1998)

EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF DA CONSULTING GROUP, INC. ARTICLE ONE The name of the corporation is DA Consulting Group, Inc. ARTICLE TWO The period of its duration is perpetual. ARTICLE THREE The purpose or purposes for which the corporation is organized is to engage in the transaction of all lawful business for which a corporation may be incorporated under the Texas Business Corporation Act. ARTICLE FOUR The aggregate number of shares that the corporation shall have the authority to issue is 50,000,000 shares, consisting of 40,000,000 shares of common stock, par value $0.01 per sha

Da Consulting Group Inc – 1997 STOCK OPTION PLAN (March 31st, 1998)

DA CONSULTING GROUP, INC. 1997 STOCK OPTION PLAN EFFECTIVE AS OF FEBRUARY 1, 1997 DA CONSULTING GROUP, INC. 1997 STOCK OPTION PLAN Section 1. Purposes. -------- The DA Consulting Group, Inc. 1997 Stock Option Plan (the "Plan") is effective February 1, 1997. The purposes of the Plan are to: (a) assist DA Consulting Group, Inc. ("the Company") in recruiting and retaining highly qualified managers, consultants and staff; (b) provide Employees with an incentive for productivity; and (c) provide Employees an opportunity to share in the growth and value of the Company. The Options granted pursuant to the Plan are intended to constitute either Incentive Stock Options within the meaning of section 422 of the Code, or non-qualified stock options, as determined by the Committee, or the Board if no Committee

Da Consulting Group Inc – EMPLOYMENT AGREEMENT (March 2nd, 1998)

Exhibit 10.17 AMENDED & RESTATED EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement") is made and entered into by DA CONSULTING GROUP, INC., a Texas corporation, formerly known as DA International, Inc. (hereinafter the "Company") and LISA S. COSTELLO (hereinafter the "Employee"). In consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Employee agree as follows: 1. EMPLOYMENT. The Company employs Employee and Employee accepts ---------- employment on the terms and conditions set forth in this Agreement. 2. NATURE OF EMPLOYMENT. Employee shall serve as Executive Vice President ------------

Da Consulting Group Inc – 1997 STOCK OPTION PLAN (March 2nd, 1998)

EXHIBIT 10.1 DA INTERNATIONAL, INC. 1997 STOCK OPTION PLAN EFFECTIVE AS OF FEBRUARY 1, 1997 DA INTERNATIONAL, INC. 1997 STOCK OPTION PLAN Section 1. Purposes. -------- The DA International, Inc. 1997 Stock Option Plan (the "Plan") is effective February 1, 1997. The purposes of the Plan are to: (a) assist DA International, Inc. ("the Company") in recruiting and retaining highly qualified managers, consultants and staff; (b) provide Employees with an incentive for productivity; and (c) provide Employees an opportunity to share in the growth and value of the Company. The Options granted pursuant to the Plan are intended to constitute either Incentive Stock Options within the meaning of section 422 of the Code, or non-qualified st

Da Consulting Group Inc – DEFERRED COMPENSATION PLAN (March 2nd, 1998)

Exhibit 10.18 DA CONSULTING GROUP, INC. ------------------------- DEFERRED COMPENSATION PLAN -------------------------- 1. ESTABLISHMENT OF PLAN --------------------- DA CONSULTING GROUP, INC., a Texas corporation, hereby establishes the DA Consulting Group, Inc. Deferred Compensation Plan (the "Plan"), effective as of February 25, 1998, to permit eligible employees to defer the receipt of compensation otherwise payable to such eligible employees in accordance with the terms of the Plan. The Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees. 2. DEFINITIONS ----------- 2.1 "Account" means the bookkeeping accounts established pursuant to

Da Consulting Group Inc – EMPLOYMENT AGREEMENT (February 23rd, 1998)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into by DA CONSULTING GROUP INC., a Texas corporation formerly known as DA International, Inc. (hereinafter the "Company") and PATRICK NEWTON (hereinafter the "Employee"). In consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Employee agree as follows: 1. EMPLOYMENT. The Company employs Employee and Employee accepts employment on the terms and conditions set forth in this Agreement. 2. NATURE OF EMPLOYMENT. Employee shall serve as Chief Operating Officer or any other office as may be assigned to him from time to time by the Chief Executive Officer ("CEO") or Board of Directors of the Company and have such responsibilities and authority

Da Consulting Group Inc – EMPLOYMENT AGREEMENT (February 23rd, 1998)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into by DA CONSULTING GROUP, INC., a Texas corporation formerly known as DA International, Inc. (hereinafter the "Company") and MICHAEL J. MACKEY (hereinafter the "Employee"). In consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Employee agree as follows: 1. EMPLOYMENT. The Company employs Employee and Employee accepts employment on the terms and conditions set forth in this Agreement. 2. NATURE OF EMPLOYMENT. Employee shall serve as Chief Financial Officer and Executive Vice President-Finance and Administration or any other office as may be assigned to him from time to time by the Chief Executive Officer ("CEO") or Board of Directors

Da Consulting Group Inc – EMPLOYMENT AGREEMENT (February 23rd, 1998)

EXHIBIT 10.6 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into by DA CONSULTING GROUP, INC., a Texas corporation formerly known as DA International, Inc. (hereinafter the "Company") and ERIC FERNETTE (hereinafter the "Employee"). In consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Employee agree as follows: 1. EMPLOYMENT. The Company employs Employee and Employee accepts employment on the terms and conditions set forth in this Agreement. 2. NATURE OF EMPLOYMENT. Employee shall serve as Executive Vice President - Human Resources or any other office as may be assigned to him from time to time by the Chief Operating Officer or Board of Directors of the Company and have such responsibilities an

Da Consulting Group Inc – EMPLOYMENT AGREEMENT (February 23rd, 1998)

EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into by DA CONSULTING GROUP, INC., a Texas corporation formerly known as DA International, Inc., (hereinafter the "Company") and NICK MARRINER (hereinafter the "Employee"). In consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Employee agree as follows: 1. EMPLOYMENT. The Company employs Employee and Employee accepts employment on the terms and conditions set forth in this Agreement. 2. NATURE OF EMPLOYMENT. Employee shall serve as Chief Executive Officer or any other office as may be assigned to him from time to time by the Board of Directors of the Company and have such responsibilities and authority consistent with such positions as

Da Consulting Group Inc – EMPLOYMENT AGREEMENT (February 23rd, 1998)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into by DA CONSULTING GROUP, INC., a Texas corporation formerly known as DA International, Inc. (hereinafter the "Company") and LISA SMITH COSTELLO (hereinafter the "Employee"). In consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Employee agree as follows: 1. EMPLOYMENT. The Company employs Employee and Employee accepts employment on the terms and conditions set forth in this Agreement. 2. NATURE OF EMPLOYMENT. Employee shall serve as Executive Vice President - Research and Development or any other office as may be assigned to her from time to time by the Chief Operating Officer or Board of Directors of the Company and have such respo

Da Consulting Group Inc – FOURTH AMENDMENT TO LETTER LOAN AGREEMENT (January 9th, 1998)

EXHIBIT 10.12 FOURTH AMENDMENT TO LETTER LOAN AGREEMENT THIS FOURTH AMENDMENT TO LETTER LOAN AGREEMENT ("Amendment") is made and entered into effective as of November 26, 1997, by and between D. A. CONSULTING GROUP, INC., a Texas corporation, formerly known as Documentation Associates, Inc., a Texas corporation (herein called "Borrower"), and SOUTHWEST BANK OF TEXAS, N.A., a national banking association with offices in Houston, Texas (herein called "Lender"). R E C I T A L S: - - - - - - - - WHEREAS, Documentation Associates, Inc. and Lender entered into a Letter Loan Agreement dated March 18, 1996, as amended by First Amendment to Letter Loan Agreement dated November, 1996 executed by and between Borrower and Lender, as amended by Second Amendment to Letter Loan Agreement dated effective May 18, 1997 executed by

Da Consulting Group Inc – UNDERWRITING AGREEMENT (January 9th, 1998)

EXHIBIT 1.1 DA CONSULTING GROUP, INC. 2,500,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT TABLE OF CONTENTS Page ---- Section 1. Introductory.............................................................................................. 1 Section 2. Representations and Warranties of the Company............................................................. 2 Section 3. Representations, Warranties and Covenants of the Selling Shareholders.

Da Consulting Group Inc – CONTINUING GUARANTY (January 9th, 1998)

EXHIBIT 10.13 CONTINUING GUARANTY (D.A. INTERNATIONAL, INC.) WHEREAS, D.A. CONSULTING GROUP, INC., a Texas corporation, formerly known as DOCUMENTATION ASSOCIATES, INC., hereinafter called "Borrower," may from time to time become indebted to SOUTHWEST BANK OF TEXAS, N.A., a national banking association, hereinafter called "Lender." FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, and to induce Lender, at its option, at any time or from time to time to lend money to Borrower, the undersigned (individually and collectively called "Guarantor") hereby (jointly and severally if more than one) unconditionally guarantees unto Lender the prompt and complete payment of the Guaranteed Indebtedness (as herein defined) when due (whether at its stated maturity, by acceleration or otherwise) in accordance with the terms of the Lo

Da Consulting Group Inc – FIRST AMENDMENT TO LETTER LOAN AGREEMENT (January 9th, 1998)

EXHIBIT 10.9 FIRST AMENDMENT TO LETTER LOAN AGREEMENT THIS FIRST AMENDMENT TO LETTER LOAN AGREEMENT ("Amendment") is made and entered into as of November 30, 1996, by and between D.A. CONSULTING GROUP,INC., a Texas corporation, formerly known as Documentation Associates, Inc., a Texas corporation (herein called "Borrower"), and SOUTHWEST BANK OF TEXAS, N.A., a national banking association with offices of Houston, Texas (herein called "Lender"). R E C I T A L S: - - - - - - - - WHEREAS, Documentation Associates, Inc. and Lender entered into a Letter Loan Agreement dated March 18, 1996 (which, as amended, is herein called the "Loan Agreement"; the terms defined therein being used herein as therein defined unless otherwise defined herein); and WHEREAS, Borrower and Lender desire to further amend the Loan

Da Consulting Group Inc – SECURITY AGREEMENT (January 9th, 1998)

EXHIBIT 10.15 Loan No.: ______________ SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Agreement") is made this 7th day of October, 1997, by and between DA CONSULTING GROUP,INC., a Texas corporation ("Debtor"), whose business address is 5847 San Felipe, Suite 3700, Houston, Texas 77057 and HELLER FINANCIAL, INC., a Delaware corporation ("Secured Party"), whose address is Commercial Equipment Finance Division, 500 West Monroe Street, Chicago, Illinois 60661. WITNESSETH: 1. Secure Payment. To secure payment of indebtedness in the principal sum of up to One Million and 00/ 100 Dollars ($1,000,000.00), as evidenced by a note or notes executed and delivered by Debtor to Secured Party (the "Notes") and any obligations arising under this Agreement, including all future advances or loans which may

Da Consulting Group Inc – PROMISSORY NOTE (January 9th, 1998)

EXHIBIT 10.14 Loan No.:______________ PROMISSORY NOTE $762,043.77 October 7, 1997 FOR VALUE RECEIVED, DA CONSULTING GROUP, INC., a Texas corporation ("Maker"), promises to pay to the order of HELLER FINANCIAL, INC., a Delaware corporation (together with any holder of this Note, "Payee"), at its office located at 500 West Monroe Street, Chicago, Illinois 60661, or at such other place as Payee may from time to time designate, the principal sum of Seven Hundred Sixty Two Thousand Forty Three and 77/100 Dollars ($762,043.77), together with interest thereon at a fixed rate equal to Nine and 08/100 percent (9.08%) pre annum. Principal and interest shall be payable in thirty-six (36) consecutive monthly installments commencing November 1, 1997, and continuing on th

Da Consulting Group Inc – THIRD AMENDMENT TO LETTER LOAN AGREEMENT (January 9th, 1998)

EXHIBIT 10.11 THIRD AMENDMENT TO LETTER LOAN AGREEMENT THIS THIRD AMENDMENT TO LETTER LOAN AGREEMENT ("Amendment") is made and entered into effective as of May 27, 1997, by and between D.A. CONSULTING GROUP, INC., a Texas corporation, formerly known as Documentation Associated, Inc. a Texas corporation (herein called "Borrower"), and SOUTHWEST BANK OF TEXAS, N.A., a national association with offices in Houston, Texas (herein called "Lender"). R E C I T A L S: - - - - - - - - WHEREAS, Documentation Associates, Inc. and Lender entered into a Letter Loan Agreement dated March 18, 1996, as amended by First Amendment to Letter Loan Agreement dated November, 1996 executed by and between Borrower and Lender, and as amended by Second Amendment to Letter Loan Agreement dated effective May 18, 1997 (which, as amended, is her

Da Consulting Group Inc – ARTICLES OF INCORPORATION (January 9th, 1998)

EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF DA CONSULTING GROUP, INC. ARTICLE ONE DA Consulting Group, Inc., a Texas corporation (the "Company"), pursuant to the provisions of Article 4.07 of the Texas Business Corporation Act, hereby adopts these Amended and Restated Articles of Incorporation, which accurately copy the Articles of Incorporation of the Company and all amendments thereto in effect on the date hereof, as further amended by these Amended and Restated Articles of Incorporation as hereinafter set forth, and contain no other change in any provisions thereof. ARTICLE TWO The Articles of Incorporation of the Company are amended by these Amended and Restated Articles of Incorpor

Da Consulting Group Inc – LETTER LOAN AGREEMENT (January 9th, 1998)

EXHIBIT 10.8 LETTER LOAN AGREEMENT --------------------- March 18, 1996 Southwest Bank of Texas, N.A. P.O. Box 27459 Houston, Texas 77227-7459 Attn: Brooks McGee Gentlemen: The undersigned, DOCUMENTATION ASSOCIATES, INC., a Texas corporation ("Borrower"), duly organized and existing under the laws of the State of Texas, has requested that SOUTHWEST BANK OF TEXAS, N.A. ("Lender") lend to Borrower the sum of $1,000,000.00. Lender has advised Borrower that Lender is willing to lend such funds to Borrower upon the terms and subject to the conditions set forth in this letter loan agreement (the "Agreement"). In consideration for the above premises and the mutual promises and covenants herein contained, Borrower and Lender do hereby agree as follows: 1. Loans. On the terms and subject to the conditi

Da Consulting Group Inc – SECOND AMENDMENT TO LETTER LOAN AGREEMENT (January 9th, 1998)

EXHIBIT 10.10 SECOND AMENDMENT TO LETTER LOAN AGREEMENT THIS SECOND AMENDMENT TO LETTER LOAN AGREEMENT ("Amendment") is made and entered into effective as of March 18, 1997, by and between D. A. CONSULTING GROUP, INC., a Texas corporation, formerly known as Documentation Associates, Inc., a Texas corporation (herein called "Borrower"), and SOUTHWEST BANK OF TEXAS, N.A., a national banking association with offices in Houston, Texas (herein called "Lender"). R E C I T A L S: WHEREAS, Documentation Associates, Inc. and Lender entered into a Letter Loan Agreement dated March 18, 1996, as amended by First Amendment to Letter Loan Agreement dated November, 1996 executed by and between Borrower and Lender (which, as amended, is herein called the "Loan Agreement"; the terms defined therein being used herein as therein defined unless otherwise defin

Da Consulting Group Inc – PROMISSORY NOTE (January 9th, 1998)

EXHIBIT 10.16 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE OR FEDERAL SECURITIES LAW. NO OFFER, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE WITHOUT THE PRIOR WRITTEN CONSENT OF THE MAKER OF THIS NOTE, AND, IF SUCH CONSENT IS GIVEN, UNLESS THE NOTE IS REGISTERED UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW,OR AN EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS IS APPLICABLE TO SUCH TRANSACTION. THE PAYMENTS TO BE MADE UNDER THIS NOTE ARE SUBJECT TO ANY COUNTERCLAIM, ANY RIGHT OF SET-OFF, ANY RIGHT OF RECOUPMENT OR ANY OTHER CLAIM THAT THE MAKER OF THIS NOTE MAY HAVE AGAINST ANY HOLDER OR ANY PRIOR HOLDER OF THIS NOTE, WHENEVER ARISING. NON-NEGOTIABLE PROMISSORY NOTE Amount: $89,640