0000927016-03-002692 Sample Contracts

FIRST AMENDMENT TO, AND CONSENT AND WAIVER UNDER, LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2003 • Mercator Software Inc • Services-prepackaged software • New York

THIS FIRST AMENDMENT TO, AND CONSENT AND WAIVER UNDER, LOAN AND SECURITY AGREEMENT (this “First Amendment”) is made and entered into as of April 28, 2003, by and among Mercator Software, Inc., a Delaware corporation (“Parent”), Mercator Software Limited, a company incorporated under the laws of England and Wales (“Mercator UK,” and, collectively with Parent, the “Borrowers”), and Foothill Capital Corporation, a California corporation, in its capacity as the sole Lender under the Loan Agreement referenced below and its capacity as the administrative agent (the “Agent”) for such sole Lender.

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AGREEMENT OF SUBLEASE BETWEEN MERCATOR SOFTWARE, INC. AS SUBLANDLORD AND WEBLEY SYSTEMS, INC. AND PARUS HOLDINGS, INC. AS SUBTENANT
Agreement of Sublease • May 15th, 2003 • Mercator Software Inc • Services-prepackaged software • Illinois

THIS AGREEMENT (“Sublease”) made as of the 27th day of March, 2003, by and between MERCATOR SOFTWARE, INC., a Connecticut corporation, with offices at 45 Danbury Road, Wilton, Connecticut 06897 (hereinafter called the “Sublandlord”) and WEBLEY SYSTEMS, INC., a Delaware corporation, with offices at One Parkway Plaza, 4th Floor, Deerfield, Illinois 60015 (“Webley”) and PARUS HOLDINGS, INC., a Delaware corporation with offices at One Parkway Plaza, 4th Floor, Deerfield, Illinois 60015, Attn. Robert McConnell (“Parus”; Webley and Parus are hereinafter collectively called the “Subtenant”).

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