0000892712-05-000477 Sample Contracts

CONSENT TO CANCELLATION OF OPTIONS
Consent to Cancellation of Options • June 3rd, 2005 • Marshall & Ilsley Corp/Wi/ • National commercial banks

This Consent to Cancellation of Options is made by the undersigned for the benefit of Med-i-Bank, Inc., a Michigan corporation (the “Company”).

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ESCROW AGREEMENT
Escrow Agreement • June 3rd, 2005 • Marshall & Ilsley Corp/Wi/ • National commercial banks • Wisconsin

THIS ESCROW AGREEMENT ("Agreement") is made and entered into as of _________________, 2005, by and among METAVANTE CORPORATION, a Wisconsin corporation ("Metavante"), WIND POINT PARTNERS III, L.P., a _______ limited partnership, as agent ("Shareholders' Agent") for the stockholders of Med-i-Bank, Inc., a Michigan corporation (the "Company"), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as escrow agent ("Escrow Agent").

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