0001193125-04-109175 Sample Contracts

] Shares of Common Stock NEWTEK BUSINESS SERVICES, INC. UNDERWRITING AGREEMENT June , 2004
Underwriting Agreement • June 28th, 2004 • Newtek Business Services Inc • Finance services • New York

Newtek Business Services, Inc., a corporation organized and existing under the laws of New York (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Exhibit A hereto (collectively, the “Underwriters”), for whom Roth Capital Partners, LLC and Maxim Group LLC are acting as representatives (in such capacity, the “Representatives”), to sell and issue to the Underwriters an aggregate of [ ] shares (the “Firm Shares”) of its common stock, par value $0.02 per share (the “Common Stock”). In addition, the Company, on a first priority basis, and the shareholders of the Company listed on Schedule B hereto (the “Selling Shareholders”), on a second priority basis, propose to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, an aggregate additional amount of [ ] shares of Common Stock (the “Additional Shares”). The Firm Shares and any Additional Shares purchased by the Underwriters

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Employment Agreement with Barry Sloane
Employment Agreement • June 28th, 2004 • Newtek Business Services Inc • Finance services • New York

PREAMBLE. This Agreement entered into this 14th day of May 2004, by and between Newtek Business Services, Inc. (the “Company”) and Barry Sloane (the “Executive”), effective immediately.

Employment Agreement with Brian A. Wasserman
Newtek Business Services Inc • June 28th, 2004 • Finance services • New York

PREAMBLE. This Agreement entered into this 14th day of May 2004, by and between Newtek Business Services, Inc. (the “Company”) and Brian A. Wasserman (the “Executive”), effective immediately.

Employment Agreement with John R. Cox
Newtek Business Services Inc • June 28th, 2004 • Finance services • New York

PREAMBLE. This Agreement entered into this 23rd day of August, 2002, by and between Small Business Funding, Inc. (the “Company”) and John R. Cox (the “Executive”), effective immediately.

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