EXHIBIT 1.2 WARRANT AGREEMENT This Warrant Agreement (this "Agreement") dated as of December __, 1997 is by and between CPS Systems, Inc., a Texas corporation (the "Company") and Cruttenden Roth Incorporated ("Cruttenden"). WHEREAS, Cruttenden has...Warrant Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • California
Agreement ---------Security Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Colorado
COMMON STOCKUnderwriting Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • California
EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Texas
EXHIBIT 10.15 ASSUMPTION AGREEMENT BY THIS ASSUMPTION AGREEMENT ("Assumption Agreement") dated as of December 29, 1994, CPS SYSTEMS, INC., a Texas corporation ("CPS"), and GREYHOUND FINANCIAL CORPORATION, a Delaware corporation ("Lender"), for good...Assumption Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Arizona
AGREEMENT ---------Security Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Colorado
EXHIBIT 10.20 SUBORDINATION AND INTERCREDITOR AGREEMENT ----------------------------------------- This Subordination and Intercreditor Agreement is made as of this 29th day of December, 1994, among GREYHOUND FINANCIAL CORPORATION, a Delaware...Subordination and Intercreditor Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Arizona
EXHIBIT 10.12 STOCK PLEDGE AND SECURITY AGREEMENT ----------------------------------- (WITH IRREVOCABLE PROXY) ------------------------ THIS STOCK PLEDGE AND SECURITY AGREEMENT (WITH IRREVOCABLE PROXY) ("Agreement"), is entered into as of the 29th day...Stock Pledge and Security Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design
ADDENDUM TOValue Added Reseller Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • New York
EXHIBIT 10.13 ASSIGNMENT OF CONTRACT ---------------------- THIS ASSIGNMENT OF CONTRACT ("Assignment") is entered into as of December 29, 1994 by and between CPS ACQUISITION CORP., a Georgia corporation ("Assignor"), and GREYHOUND FINANCIAL...Assignment of Contract • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design
ARTICLE 1 --------- GUARANTY --------Guaranty and Subordination Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Arizona
Exhibit 10.27 LOCK UP AGREEMENT CRUTTENDEN ROTH INCORPORATED As Representative of the several Underwriters 18301 Von Karman, Suite 100 Irvine, California 92612 Re: CPS Systems, Inc. (the "Company") Ladies & Gentlemen: The undersigned is a record or...Lock Up Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design
This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned; provided, however, that this agreement will be deemed terminated, and will have no further force and effect, if, for any reason whatsoever, the Offering is not completed prior to March 31, 1998.
ARTICLE 1 --------- DEFINITIONS AND DETERMINATIONS ------------------------------ 1.1 Definitions. As used in this Revolver Loan Agreement and in the ----------- other Revolver Loan Documents (as hereinafter defined), unless otherwise expressly...Revolver Loan and Security Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Arizona
ARTICLE 1 --------- GUARANTY --------Guaranty and Subordination • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design • Arizona
RECITALSAssignment of Contracts, Intangibles, Licenses and Permits • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design
Agreement for Ongoing Maintenance & Enhancement (OME) of software productsOngoing Maintenance & Enhancement Agreement • January 13th, 1998 • CPS Systems Inc • Services-computer integrated systems design
