0001021408-03-000492 Sample Contracts

LOAN AND SECURITY AGREEMENT by and between RMH TELESERVICES, INC. as Borrower, and FOOTHILL CAPITAL CORPORATION as Lender Dated as of September 4, 2002
Loan and Security Agreement • January 22nd, 2003 • RMH Teleservices Inc • Services-business services, nec • New York

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of September 4, 2002, between FOOTHILL CAPITAL CORPORATION, a California corporation (“Lender”) and RMH TELESERVICES, INC., a Pennsylvania corporation (“Borrower”).

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September 16, 2002
Employment Agreement • January 22nd, 2003 • RMH Teleservices Inc • Services-business services, nec

As you know, your Employment Agreement with RMH Teleservices, Inc. (“the Company”) expired on August 31, 2002. Nevertheless, we would like you to continue working for the Company under the revised terms and conditions described below.

GUARANTY
Guaranty • January 22nd, 2003 • RMH Teleservices Inc • Services-business services, nec • New York

THIS GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of September 4, 2002, is entered into by each of Teleservices Management Company, a Delaware corporation, Teleservices Technology Company, a Delaware corporation, RMH Interactive Technologies, LLC, a Delaware limited liability company, RMH Teleservices International, Inc., a corporation organized under the laws of New Brunswick, Canada, 515963 N.B. Inc., a corporation organized under the laws of New Brunswick, Canada, and 516131 N.B. Inc., a corporation organized under the laws of New Brunswick, Canada (each, a “Guarantor” and, collectively, “Guarantors”), in favor of Foothill Capital Corporation, a California corporation (the “Lender”).

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 22nd, 2003 • RMH Teleservices Inc • Services-business services, nec • New York

THIS FIRST AMENDMENT (this “First Amendment”) is made and entered into as of November 4, 2002 by and between RMH TELESERVICES, INC., a Pennsylvania corporation (the “Borrower”) and FOOTHILL CAPITAL CORPORATION, a California corporation (“Lender”).

July 8, 2002
Separation Agreement and General Release • January 22nd, 2003 • RMH Teleservices Inc • Services-business services, nec • Pennsylvania

We are interested in resolving amicably your separation of employment with RMH Teleservices, Inc. (“RMH”), effective June 21, 2002. Toward this end, we propose the following Separation Agreement, which includes a General Release.

SECURITY AGREEMENT Dated as of September 4, 2002 By TELESERVICES MANAGEMENT COMPANY, TELESERVICES TECHNOLOGY COMPANY, RMH INTERACTIVE TECHNOLOGIES, LLC., RMH TELESERVICES INTERNATIONAL, INC. 515963 N.B. INC., AND 516131 N.B. INC. as Guarantors in...
Security Agreement • January 22nd, 2003 • RMH Teleservices Inc • Services-business services, nec • New York

THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 4, 2002, is entered into by Teleservices Management Company, a Delaware corporation, Teleservices Technology Company, a Delaware corporation, RMH Interactive Technologies, LLC, a Delaware limited liability company, RMH Teleservices International, Inc., a corporation organized under the laws of New Brunswick, Canada, 515963 N.B. Inc., a corporation organized under the laws of New Brunswick, Canada, and 516131 N.B. Inc., a corporation organized under the laws of New Brunswick, Canada (each, a “Guarantor” and, collectively, “Guarantors”), in favor of Foothill Capital Corporation, a California corporation, (“Lender”).

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