0000928385-02-003473 Sample Contracts

STOCK OPTION AGREEMENT
Stock Option Agreement • November 4th, 2002 • Mega Group Inc • Insurance agents, brokers & service • District of Columbia

STOCK OPTION AGREEMENT (this “Agreement”), dated as of June 8, 2001, between Mega Group, Inc., a New York corporation (“Mega”), with offices at 1730 Rhode Island Avenue, N.W., Suite 415, Washington, DC 20036, facsimile: (202) 296-9308, and Anthony W. Robinson, an individual and resident of Maryland (the “Optionee”), with an address at 8134 Scotts Level Road, Pikesville, MD 21208, facsimile: (202) 289-1701.

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LOAN AND SECURITY AGREEMENT between MEGA GROUP, INC. and SMALL BUSINESS INVESTMENT CORPORATION OF AMERICA, INC. and MATAH HOLDINGS, LLC Dated: July 15, 2002
Loan and Security Agreement • November 4th, 2002 • Mega Group Inc • Insurance agents, brokers & service • New Jersey

THIS AGREEMENT (the “Agreement”), dated July 15, 2002, between MEGA GROUP, INC., a New York corporation (“Mega”), and SMALL BUSINESS INVESTMENT CORPORATION OF AMERICA, INC., an Oregon corporation (“SBICOA”), both with offices at 1730 Rhode Island Avenue, N.W., Washington, D.C. 20036 (Mega and SBICOA are referred to herein collectively as “Borrower”), and MATAH HOLDINGS, LLC, a New Jersey limited liability company, with offices at 215 West Clinton Avenue, Suite 4, Oaklyn, NJ 08107 (“Lender”);

PROMISSORY NOTE AND OPTION CONTRACT
Promissory Note and Option Contract • November 4th, 2002 • Mega Group Inc • Insurance agents, brokers & service • Washington

This agreement is entered into between SMALL BUSINESS INVESTMENT CORPORATION OF AMERICA, INC. (“SBICOA”), MEGA GROUP, INC. (“MEGA”) AND SANDRA HOLLY (“HOLLY”).

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