0000898430-02-002526 Sample Contracts

OF
Vertel Corp • July 3rd, 2002 • Services-prepackaged software • New York
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AGREEMENT
Note and Warrant Purchase Agreement • July 3rd, 2002 • Vertel Corp • Services-prepackaged software • New York
SDS MERCHANT FUND, L.P. c/o SDS Capital Partners, LLC 53 Forest Avenue, Second Floor Old Greenwich, Connecticut 06870 (203) 967-5850
Vertel Corp • July 3rd, 2002 • Services-prepackaged software

Reference is hereby made to (i) the Note and Warrant Purchase Agreement (the "2001 Purchase Agreement") dated as of August 31, 2001 between Vertel Corporation (the "Company") and SDS Merchant Fund, L.P. ("SDS"); (ii) the Convertible Promissory Note dated January 3, 2002 issued to SDS (the "Note"); (iii) the Warrant dated August 31, 2001 issued to SDS (the "Warrant") and (iv) the Registration Rights Agreement (the "Registration Rights Agreement") dated as of August 31, 2001 between the Company and SDS. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the 2001 Purchase Agreement.

ARTICLE I
Vertel Corp • July 3rd, 2002 • Services-prepackaged software • New York
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