EXECUTION VERSION FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Fourth Amendment, dated as of June 15, 2003 (this "Amendment"), to the Loan and Security Agreement, dated as of July 23, 2001 (as previously amended, the "Loan Agreement"), by and among...Loan and Security Agreement • September 11th, 2003 • SCB Computer Technology Inc • Services-computer programming services • New York
WITNESSETH:Settlement Agreement • March 17th, 1998 • SCB Computer Technology Inc • Services-help supply services
1 EXHIBIT 10.2 SEPARATION AGREEMENT This Separation Agreement (this "Agreement") is made and entered into as of September 1, 2000 (the "Effective Date"), by and between SCB Computer Technology, Inc., a Tennessee corporation (the "Company"), and Ben C....Separation Agreement • September 13th, 2000 • SCB Computer Technology Inc • Services-help supply services • Tennessee
AMONGStock Purchase Agreement • September 8th, 2003 • SCB Computer Technology Inc • Services-computer programming services • Tennessee
RECITALSAsset Purchase Agreement • July 3rd, 2001 • SCB Computer Technology Inc • Services-help supply services • Delaware
i CREDIT AGREEMENT Dated as of August 29, 2003Credit Agreement • November 21st, 2003 • SCB Computer Technology Inc • Services-computer programming services • Tennessee
EXHIBIT 10.4 SECOND MODIFICATION TO EMPLOYMENT AGREEMENT This Second Modification to Employment Agreement (this "Agreement") is made and entered into effective as of May 5, 2000, by and between SCB Computer Technology, Inc., a Tennessee corporation...Employment Agreement • August 14th, 2000 • SCB Computer Technology Inc • Services-help supply services
1 EXHIBIT 2.6 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 14th, 2000 • SCB Computer Technology Inc • Services-help supply services • Tennessee
INTERCREDITOR AGREEMENT (SCB)Intercreditor Agreement • September 11th, 2003 • SCB Computer Technology Inc • Services-computer programming services • Tennessee
R E C I T A L SLoan Agreement • August 28th, 2000 • SCB Computer Technology Inc • Services-help supply services
R E C I T A L SLoan Agreement • March 19th, 2001 • SCB Computer Technology Inc • Services-help supply services • Tennessee
EXHIBIT 2 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into on April 1, 2002 (the "Effective Date"), by and between Partners Capital Group, a California corporation ("Seller"), and CTI Gateway,...Purchase and Sale Agreement • April 17th, 2002 • SCB Computer Technology Inc • Services-computer programming services • Arizona
TOLoan and Security Agreement • September 16th, 2002 • SCB Computer Technology Inc • Services-computer programming services • New York
RECITALS:Loan Agreement • September 14th, 1998 • SCB Computer Technology Inc • Services-help supply services • Tennessee
EXHIBIT 2.8 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 14th, 2000 • SCB Computer Technology Inc • Services-help supply services • Tennessee
EXHIBIT 2 2Merger Agreement • October 8th, 1996 • SCB Computer Technology Inc • Services-help supply services • Tennessee
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into to be effective as of the 1st day of November, 1998, by and between SCB Computer Technology, Inc., a Tennessee corporation (the "Company"), and Ben C. Bryant, Jr. (the...Employment Agreement • March 17th, 1999 • SCB Computer Technology Inc • Services-help supply services • Tennessee
RECITALSMerger Agreement • January 21st, 2004 • SCB Computer Technology Inc • Services-computer programming services
R E C I T A L SLoan Agreement • March 14th, 2000 • SCB Computer Technology Inc • Services-help supply services
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 15th, 2000 • SCB Computer Technology Inc • Services-help supply services • Virginia
EXHIBIT 10.3Stock Restriction Agreement • September 4th, 1998 • SCB Computer Technology Inc • Services-help supply services • Tennessee
1 EXHIBIT 2.1 ============================================================================== STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 24th, 1997 • SCB Computer Technology Inc • Services-help supply services • Tennessee
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of November 1, 2002 (the "Effective Date"), between SCB Computer Technology, Inc., a Tennessee corporation (the "Company"), and T. Scott Cobb (the...Employment Agreement • December 13th, 2002 • SCB Computer Technology Inc • Services-computer programming services • Tennessee
TOLoan and Security Agreement • December 13th, 2002 • SCB Computer Technology Inc • Services-computer programming services • New York
1 EXHIBIT 2.2 STOCK PURCHASE AGREEMENT BY AND AMONG SCB COMPUTER TECHNOLOGY, INC.Stock Purchase Agreement • July 24th, 1997 • SCB Computer Technology Inc • Services-help supply services • Tennessee
EXHIBIT 10.1 MUTUAL RELEASEMutual Release Agreement • September 4th, 1998 • SCB Computer Technology Inc • Services-help supply services • Tennessee
LOAN AGREEMENT BY AND BETWEENLoan Agreement • September 11th, 2003 • SCB Computer Technology Inc • Services-computer programming services • Tennessee
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of November 30, 2000 (the "Effective Date"), by and between Proven Technology, Inc., a Tennessee corporation ("Seller"), and Proven...Asset Purchase Agreement • December 15th, 2000 • SCB Computer Technology Inc • Services-help supply services • New York
EXHIBIT 2.2 =================================================================== ============= ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 6th, 1997 • SCB Computer Technology Inc • Services-help supply services • Tennessee
EXHIBIT 2 VOTING AND OPTION AGREEMENT DATED AS OF OCTOBER __, 2003Voting and Option Agreement • November 7th, 2003 • SCB Computer Technology Inc • Services-computer programming services • Tennessee
LOAN AGREEMENTLoan Agreement • July 24th, 1997 • SCB Computer Technology Inc • Services-help supply services • Tennessee
BY AND AMONG CIBER, INC.,Merger Agreement • November 7th, 2003 • SCB Computer Technology Inc • Services-computer programming services • Delaware
2 3 "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A...Loan Agreement • July 29th, 1999 • SCB Computer Technology Inc • Services-help supply services • Tennessee
EXHIBIT 10.4Cancellation of Option Agreement • September 4th, 1998 • SCB Computer Technology Inc • Services-help supply services
EXHIBIT 10.4 SEPARATION AND CONSULTING AGREEMENT This Separation and Consulting Agreement (this "Agreement") is made and entered into on April 29, 2002, by and between SCB Computer Technology, Inc., a Tennessee corporation (the "Company"), and Lyle J....Separation and Consulting Agreement • July 26th, 2002 • SCB Computer Technology Inc • Services-computer programming services • Tennessee
