EXHIBIT 99.12 EMPLOYMENT AGREEMENT This agreement is made effective as of the "Closing Date," among WC Holdings, Inc., a Delaware corporation ("WCH"), Health Power, Inc., a Delaware corporation ("HPI"), CompManagement, Inc., an Ohio corporation...Employment Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Ohio
RECITALSStockholders' Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Delaware
EXHIBIT 99.2 NOTE PURCHASE AGREEMENT DATED AS OF DECEMBER 21, 2000Note Purchase Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Ohio
AMONGLoan Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service
WITNESSETH:Tax Allocation Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service
EXHIBIT 99.14 MANAGEMENT CONSULTING AGREEMENT MANAGEMENT CONSULTING AGREEMENT ("this Agreement") dated as of December 21, 2000, by and among Health Power, Inc., a Delaware corporation ("HPI"), CompManagement, Inc., an Ohio corporation ("CMI"),...Management Consulting Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Connecticut
WITNESSETHAdvisory Services Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service
EXHIBIT 99.6 MANAGEMENT ADVISORY SERVICES AGREEMENT MANAGEMENT ADVISORY SERVICES AGREEMENT ("this Agreement") dated as of December 21, 2000, by and among Health Power, Inc., a Delaware corporation ("HPI"), CompManagement, Inc., an Ohio corporation...Management Advisory Services Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Connecticut
EXHIBIT 99.3 INTERCREDITOR AND SUBORDINATION AGREEMENT THIS INTERCREDITOR AND SUBORDINATION AGREEMENT is made and entered into as of December 21, 2000, by and among HEALTH POWER, INC., a Delaware corporation ("Health Power"), COMPMANAGEMENT, INC., an...Intercreditor and Subordination Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Ohio
EXHIBIT 99.4 CAPITAL CONTRIBUTION AGREEMENT In consideration of BANC ONE MEZZANINE CORPORATION, a Delaware corporation, (together with its successors and assigns, "PURCHASER") purchasing a $6,000,000 Senior Subordinated Note (the "NOTE") issued by WC...Capital Contribution Agreement • January 5th, 2001 • Security Capital Corp/De/ • Insurance agents, brokers & service • Ohio
