BY AND AMONGVoting Agreement • November 25th, 1998 • National Information Group • Insurance agents, brokers & service • California
INTRODUCTORY STATEMENTPledge Agreement • November 13th, 1998 • National Information Group • Insurance agents, brokers & service
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 25th, 1998 • National Information Group • Insurance agents, brokers & service • California
ARTICLE I COLLATERALPledge Agreement • May 12th, 1998 • National Insurance Group /Ca/ • Insurance agents, brokers & service • California
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 25th, 1999 • National Information Group • Insurance agents, brokers & service • California
1- 2 Directors of the Company may select shall be engaged as underwriter(s) or placement agents(s). Each Engagement Agreement shall provide for the payment to Scorpion of a transaction fee for services rendered by Scorpion or any of its affiliates in...Consulting Agreement • October 31st, 1996 • National Insurance Group /Ca/ • Insurance agents, brokers & service • New York
1 OFFICE LEASE betweenOffice Lease • March 27th, 1998 • National Insurance Group /Ca/ • Insurance agents, brokers & service • California
BY AND AMONGEmployment Agreement • March 23rd, 1999 • National Information Group • Insurance agents, brokers & service • California
LEASE (MULTI-TENANT BUILDING)Lease • August 14th, 1998 • National Information Group • Insurance agents, brokers & service • Arizona
DEED OF LEASELease Agreement • August 14th, 1998 • National Information Group • Insurance agents, brokers & service
Signature (indicate title, Name if applicable) Address New Arts Acquisition, Inc. By: /s/ Greg Saunders, 395 Oyster Point Blvd. ------------------------- -------------------------- ---------------------- EVP, CFO Ste. 500 S. San...General Security Agreement • November 6th, 1997 • National Insurance Group /Ca/ • Insurance agents, brokers & service • California
May 7 ,1997Employment Agreement • August 13th, 1997 • National Insurance Group /Ca/ • Insurance agents, brokers & service • California
2 3 1.4 Recommendation for Stock Option Grant. I understand that a recommendation will be made to the Board of Directors of the Company that I be granted a stock option award under the Company's 1986 Stock Option Plan, as amended, to purchase 25,000...Employment Agreement • March 31st, 1997 • National Insurance Group /Ca/ • Insurance agents, brokers & service • California
1 EXHIBIT 10.2Credit Agreement • November 6th, 1997 • National Insurance Group /Ca/ • Insurance agents, brokers & service • California
ARTICLE I COLLATERALPledge Agreement • November 6th, 1997 • National Insurance Group /Ca/ • Insurance agents, brokers & service • California
1 EXHIBIT 10.1 456 Montgomery Street Date: April 2, 1997 San Francisco, California Borrower: National Insurance Group Subject: CREDIT TERMS AND CONDITIONS ("AGREEMENT") Gentlemen: To induce you to make loans to the undersigned (herein called...Credit Agreement • November 6th, 1997 • National Insurance Group /Ca/ • Insurance agents, brokers & service • California
1 EXHIBIT 10.1 [IMPERIAL BANK LETTERHEAD] Subject: Credit Terms and Conditions ("Agreement") Gentlemen: To induce you to make loans to the undersigned (herein called "Borrower"), and in consideration of any loan or loans you, in your sole discretion,...Credit Agreement • May 12th, 1998 • National Insurance Group /Ca/ • Insurance agents, brokers & service
AMENDMENT NO. 1Assets Purchase Agreement • October 3rd, 1997 • National Insurance Group /Ca/ • Insurance agents, brokers & service
1 EXHIBIT 10.1 AMENDMENT NO. 3 TO CREDIT TERMS AND CONDITIONS This Amendment No. 3 dated as of September 22, 1998 ("Amendment") to that certain Credit Terms and Agreement dated April 2, 1997, as previously amended, ("Agreement") by and between...Credit Terms and Conditions • November 13th, 1998 • National Information Group • Insurance agents, brokers & service
1 Exhibit 10.41 RETENTION AND MODIFICATION OF AT WILL EMPLOYMENT AGREEMENT THIS RETENTION AND MODIFICATION OF AT WILL EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 3rd day of February, 1999, by and between NATIONAL...At Will Employment Agreement • March 23rd, 1999 • National Information Group • Insurance agents, brokers & service • California
1 Exhibit 10.42 RETENTION AND MODIFICATION OF AT WILL EMPLOYMENT AGREEMENT THIS RETENTION AND MODIFICATION OF AT WILL EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 4th day of January, 1999, by and between NATIONAL INFORMATION...At Will Employment Agreement • March 23rd, 1999 • National Information Group • Insurance agents, brokers & service • Kansas
FIRST AMENDMENT TO AT WILL EMPLOYMENT AGREEMENTAt Will Employment Agreement • August 14th, 1998 • National Information Group • Insurance agents, brokers & service
OFFICE LEASE betweenOffice Lease • August 14th, 1998 • National Information Group • Insurance agents, brokers & service • California
3 4 CONSIDERED PERMANENT. This Section 4 constitutes the entire agreement between me and the Company regarding the term of my Employment.Employment Agreement • March 31st, 1997 • National Insurance Group /Ca/ • Insurance agents, brokers & service • California
2 3 participate in and may receive awards made by the Company under a bonus plan for senior management of the Company as the same may be adopted by the Company. I further understand that any such participation in any such plan shall commence with...Employment Agreement • October 31st, 1996 • National Insurance Group /Ca/ • Insurance agents, brokers & service • California
