0000899243-98-000034 Sample Contracts

EXHIBIT 1.1 DA CONSULTING GROUP, INC. 2,500,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • January 9th, 1998 • Da Consulting Group Inc • Illinois
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Loan No.:______________ PROMISSORY NOTE
Da Consulting Group Inc • January 9th, 1998

This Note is secured by the collateral described in the Security Agreement dated October 7, 1997, between Maker and Payee (the "Security Agreement;" and together with all related documents and instruments, the "Loan Documents") to which reference is made for a statement of the nature and extent of protection and security afforded, certain rights of Payee and certain rights and obligations of Maker, including Maker's rights, if any, to prepay the principal balance hereof; provided, however, that in addition to any other sum payable hereunder, under the Security Agreement or any of the other Loan Documents, in the event of a prepayment of the principal balance hereunder, whether voluntary, following acceleration or otherwise, Maker shall pay to Payee the greater of (i) a prepayment fee in a sum equal to three percent (3%) of the principal balance prepaid during Loan Year 1, two percent (2%) of the principal balance prepaid during Loan Year 2, and one percent (1%) of the principal balance

WITNESSETH:
Security Agreement • January 9th, 1998 • Da Consulting Group Inc • Illinois
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