September 2, 2004 Exhibit 10.1 Bruce R. Spector Pinnacle Care International 111 South Calvert St. Suite 2850 Baltimore, MD 21202 Re: Indemnification Agreement Dear Bruce: We are aware that you previously signed a Non-Competition Agreement dated...Tier Technologies Inc • December 15th, 2004 • Services-computer integrated systems design • California
We are aware that you previously signed a Non-Competition Agreement dated January 28, 2003 for the benefit of e.Magination Networks, LLC ("e.Magination") and Roche Capital, LLC ("Roche," and, together with e.Magination, the "Counter-parties") (the "Non- Compete Agreement"). The Non-Compete Agreement purports to limit your right to control a business that engages in the ownership and/or operation of a network integration sales and consulting business, and a graphic design and computer software programming business, along with the performance of related advertising services, within Maryland, Virginia or the District of Columbia. We do not believe that your becoming one of Tier Technologies, Inc.'s (the "Company") directors and fulfilling your obligations as such in the ordinary course will cause you to breach the Non-Compete Agreement. However, given the existence of the Non-Compete, there is a risk that either or both of the Counter-parties may sue you or take other actions in an attemp
Exhibit 10.2 James L. Bildner 10780 Parkridge Blvd., Suite 400 Reston, VA 20191 December 13, 2004 Tier Technologies, Inc. 10780 Parkridge Blvd, Suite 400 Reston, Virginia 20191 Attn: Deanne Tully, General Counsel Re: Cross- Collateralization Agreement...Tier Technologies Inc • December 15th, 2004 • Services-computer integrated systems design
