CPS Systems Inc Sample Contracts

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EXHIBIT 1.1 1,900,000 SHARES/1/ CPS SYSTEMS, INC. COMMON STOCK UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • March 20th, 1998 • CPS Systems Inc • Services-computer integrated systems design • California
ARTICLE I THE MERGER
Agreement and Plan of Merger • May 17th, 1999 • CPS Systems Inc • Services-computer integrated systems design • Texas
COMMON STOCK
Underwriting Agreement • February 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • California
Agreement ---------
Security Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Colorado
AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1
Agreement and Plan of Merger • May 17th, 1999 • CPS Systems Inc • Services-computer integrated systems design • Texas
EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Texas
ARTICLE 1 --------- GUARANTY --------
CPS Systems Inc • January 13th, 1998 • Services-computer integrated systems design • Arizona
EXHIBIT INDEX 10.4 OFFICE LEASE CMD REALTY INVESTMENT FUND II, L.P., an Illinois limited partnership, as Landlord,
Office Lease • April 15th, 1999 • CPS Systems Inc • Services-computer integrated systems design
ARTICLE 1 ---------
Term Loan Agreement • October 31st, 1997 • CPS Systems Inc • Arizona
CPS ACQUISITION CORP. and CPS SYSTEMS, INC.
Note Agreement • October 31st, 1997 • CPS Systems Inc • Texas
STANDARD OFFICE BUILDING LEASE AGREEMENT STATE OF TEXAS -------------- COUNTY OF DALLAS -------------
Agreement • October 31st, 1997 • CPS Systems Inc • Texas
AGREEMENT ---------
Security Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Colorado
Agreement for Ongoing Maintenance & Enhancement (OME) of software products
Entire Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design
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RECITALS
CPS Systems Inc • January 13th, 1998 • Services-computer integrated systems design
ARTICLE 1 --------- GUARANTY --------
Guaranty And • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Arizona
LOCK UP AGREEMENT
Lock Up Agreement • February 12th, 1998 • CPS Systems Inc • Services-computer integrated systems design

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned; provided, however, that this agreement will be deemed terminated, and will have no further force and effect, if, for any reason whatsoever, the Offering is not completed prior to April 30, 1998.

ADDENDUM TO
Program License Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • New York
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