0001193125-08-054124 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 12th, 2008 • Eloyalty Corp • Services-management consulting services • Delaware

INDEMNIFICATION AGREEMENT made effective as of the 26th day of February, 2008, between eLoyalty Corporation, a Delaware corporation (the “Company”), and Kelly D. Conway (the “Indemnitee”).

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 12th, 2008 • Eloyalty Corp • Services-management consulting services • Illinois

eLoyalty Corporation (the “Company”), and Steven H. Shapiro, an individual (“Employee”), enter into this Amended and Restated Employment Agreement (“Agreement”) as of February 26, 2008.

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2008 • Eloyalty Corp • Services-management consulting services

This FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of this 26th day of February 2008, by and between eLoyalty Corporation, a Delaware Corporation (“eLoyalty”) and Kelly D. Conway, a resident of the State of Illinois (the “Employee”).

AMENDMENT NO. 13 TO LOAN AGREEMENT
Loan Agreement • March 12th, 2008 • Eloyalty Corp • Services-management consulting services

This Amendment No. 13 to Loan Agreement (the “Amendment”) is dated as of the 6th day of December, 2007 and is by and between LASALLE BANK NATIONAL ASSOCIATION (“Lender”) and eLOYALTY CORPORATION, a Delaware corporation (the “Borrower”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2008 • Eloyalty Corp • Services-management consulting services • Illinois

eLoyalty Corporation (the “Company”), and Kelly D. Conway, an individual (“Employee”), enter into this Amended and Restated Employment Agreement (“Agreement”) as of December 28, 2007.

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