3 4 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS.Stock Purchase Agreement • October 9th, 1998 • Medicalcontrol Inc • Hospital & medical service plans • Texas
AGREEMENT AND PLAN OF MERGER Among FISERV, INC., FISERV MERGER SUB, INC., And AVIDYN, INC. Dated as of November 2, 2002Agreement and Plan of Merger • November 4th, 2002 • Avidyn Inc • Insurance agents, brokers & service • Delaware
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 31st, 1999 • Medicalcontrol Inc • Hospital & medical service plans • Texas
WITNESSETH:Employment Agreement • August 14th, 2001 • Avidyn Inc • Insurance agents, brokers & service • Texas
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 23rd, 2001 • Avidyn Inc • Insurance agents, brokers & service • Texas
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 30th, 2000 • Medicalcontrol Inc • Hospital & medical service plans • Texas
2 3 were subject to the conversion immediately prior to such subdivision, combination, reclassification or other change. If shares of MedicalControl's common stock are subdivided or combined into a greater or smaller number of shares of common stock,...Medicalcontrol Inc • October 9th, 1998 • Hospital & medical service plans • Texas
EXHIBIT 10.16 TRANSFER AGREEMENT This Transfer Agreement, dated as of January 1, 1998, is by and among MedicalControl, Inc., a Delaware corporation (the "Company"), MedicalControl Network Solutions, Inc., a Delaware corporation ("MNS"),...Transfer Agreement • March 31st, 1998 • Medicalcontrol Inc • Hospital & medical service plans • Texas
WITNESSETHEmployment Agreement • April 2nd, 2001 • Avidyn Inc • Hospital & medical service plans • Texas
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 30th, 2000 • Medicalcontrol Inc • Hospital & medical service plans • Texas
EXHIBIT 10.20 LOAN AGREEMENT September 25, 1998 MedicalControl, Inc. 8625 King George Suite 300 Dallas, Texas 75235 Ladies and Gentlemen: This Loan Agreement (the "LOAN AGREEMENT") will serve to set forth the terms of the financing transactions by and...Loan Agreement • March 31st, 1999 • Medicalcontrol Inc • Hospital & medical service plans • Texas
1 Exhibit 10.2 June 18, 2001 Mr. Joseph A. Hensley, President AVIDYN, Inc. 16980 Dallas Pkwy., Suite 120 Dallas, TX 75248 Dear Joe: Please allow this letter and the attached Schedules A & B to serve as the entire agreement between AVIDYN, Inc. (the...Avidyn Inc • August 14th, 2001 • Insurance agents, brokers & service
1 EXHIBIT 10.18 EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETITION AGREEMENT THIS EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETITION AGREEMENT, dated as of September 25, 1998 (this "Agreement"), is by and between MedicalControl Network Solutions, Inc., a...Non-Competition Agreement • March 31st, 1999 • Medicalcontrol Inc • Hospital & medical service plans • Texas
EXHIBIT 99.1 AGREEMENT TO FACILITATE MERGER THIS AGREEMENT TO FACILITATE AGREEMENT (this "Agreement") is made and entered into as of November 2, 2002 by and among FISERV, INC., a Wisconsin corporation ("Fiserv"), FISERV MERGER SUB, INC., a Delaware...Agreement to Facilitate Merger • November 4th, 2002 • Avidyn Inc • Insurance agents, brokers & service • Delaware
WITNESSETHEmployment Agreement • March 29th, 2002 • Avidyn Inc • Insurance agents, brokers & service • Texas
EXHIBIT 10.19 EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETITION AGREEMENT THIS EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETITION AGREEMENT, dated as of September 25, 1998 (this "Agreement"), is by and between MedicalControl Network Solutions, Inc., a...Non-Competition Agreement • March 31st, 1999 • Medicalcontrol Inc • Hospital & medical service plans • Texas
RECITALS:Securities Purchase Agreement • October 23rd, 2001 • Avidyn Inc • Insurance agents, brokers & service • Texas
AGREEMENTAgreement • April 2nd, 2001 • Avidyn Inc • Hospital & medical service plans • Texas
WITNESSETHEmployment Agreement • April 2nd, 2001 • Avidyn Inc • Hospital & medical service plans • Texas
RECITALS:Cancel Stock Option Agreements • March 29th, 2002 • Avidyn Inc • Insurance agents, brokers & service • Texas
WITNESSETHEmployment Agreement • March 29th, 2002 • Avidyn Inc • Insurance agents, brokers & service • Texas
AGREEMENT TO CANCEL STOCK OPTION AGREEMENTCancel Stock Option Agreement • November 14th, 2001 • Avidyn Inc • Insurance agents, brokers & service • Texas
EXHIBIT 10.11 COMMERCIAL LEASE MADE this 1st day of March, 1993, by and between David C. and Janice L. Bramer hereinafter called "Lessor" and Diversified Group Administrators, Inc. hereinafter called "TENANT." 1. DEMISE AND TERM: LESSOR, hereby leases...Commercial Lease • March 31st, 1997 • Medicalcontrol Inc • Hospital & medical service plans • Pennsylvania
AGREEMENTAgreement • March 31st, 1997 • Medicalcontrol Inc • Hospital & medical service plans • Delaware
WITNESSETH:Employment Agreement • March 30th, 2000 • Medicalcontrol Inc • Hospital & medical service plans • Texas
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (hereinafter referred to as the "Agreement") is made and entered into this 30th day of July, 1999, by and between GROUP RESOURCES, INC. (hereinafter...Agreement for the Purchase and Sale of Assets • August 16th, 1999 • Medicalcontrol Inc • Hospital & medical service plans • Texas
