0000912057-02-010740 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 20th, 2002 • Practiceworks Inc • Services-management consulting services • Delaware

This Agreement made as of March 5, 2001, between PracticeWorks, Inc., a Delaware corporation (the "Company") and William A. Shutzer, a director, officer, employee or agent of the Company (the "Indemnitee");

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EMPLOYMENT AGREEMENT
Employment Agreement • March 20th, 2002 • Practiceworks Inc • Services-management consulting services • Delaware

This is an Employment Agreement entered into between PracticeWorks, Inc., a Delaware corporation, or "PracticeWorks", and C. Lamar Roberts, or "Executive", the terms and conditions of which are as follows:

PRACTICEWORKS, INC. WARRANT AGREEMENT FOR FINOVA CAPITAL CORPORATION
Warrant Agreement • March 20th, 2002 • Practiceworks Inc • Services-management consulting services

The securities represented by this certificate and issuable upon exercise hereof have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the provisions of any applicable state securities laws, but have been acquired by the registered holder hereof for purposes of investment and in reliance on statutory exemptions under the Securities Act, and under any applicable state securities laws. These securities and the securities issued upon exercise hereof may not be sold, pledged, transferred or assigned, nor may this Warrant be exercised, except in a transaction which is exempt under provisions of the Securities Act and any applicable state securities laws or pursuant to an effective registration statement; and in the case of an exemption, only if the Company has received an opinion of counsel reasonably satisfactory to the Company that such transaction does not require registration of any such securities.

FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
Loan Agreement • March 20th, 2002 • Practiceworks Inc • Services-management consulting services

This FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this "First Amendment"), dated as of June 30, 2001, is by and between PRACTICEWORKS, INC., a Delaware corporation ("Borrower"), and FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender"). All capitalized terms used but not elsewhere defined herein shall have the respective meanings ascribed to such terms in Section 1 below.

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