0000950144-05-001532 Sample Contracts

LETTER AGREEMENT
Letter Agreement • February 16th, 2005 • Counsel Corp • Telephone communications (no radiotelephone)

The undersigned pursuant to Rule 13d-1 promulgated pursuant to the Securities Exchange Act of 1934, hereby execute this Letter Agreement for the purpose of electing to file jointly a schedule 13D pursuant to such act.

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SECOND AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT
And Security Agreement • February 16th, 2005 • Counsel Corp • Telephone communications (no radiotelephone)
THIRD AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT
Senior Convertible Loan and Security Agreement • February 16th, 2005 • Counsel Corp • Telephone communications (no radiotelephone)
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