0001047469-03-023157 Sample Contracts

3,000,000 INNOVEX, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 2nd, 2003 • Innovex Inc • Electronic components, nec • New York

SG COWEN SECURITIES CORPORATION C.E. UNTERBERG, TOWBIN CRAIG-HALLUM CAPITAL GROUP LLC As Representatives of the Several Underwriters c/o SG Cowen Securities Corporation Financial Square New York, New York 10005

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LICENSE AND DEVELOPMENT AGREEMENT
Innovex Inc • July 2nd, 2003 • Electronic components, nec • Minnesota

THIS AGREEMENT, entered into as of this 12th day of October, 1999, by and between INNOVEX PRECISION COMPONENTS, INC. ("IPC"), a Minnesota corporation and wholly-owned subsidiary of Innovex, Inc. ("Innovex") and APPLIED KINETICS, INC., a Minnesota corporation ("AKI").

FIRST AMENDMENT TO LICENSE AND DEVELOPMENT AGREEMENT
License and Development Agreement • July 2nd, 2003 • Innovex Inc • Electronic components, nec

This First Amendment to License and Development Agreement ("Amendment") is entered into as of the first day of July, 2001 by and between Innovex Precision Components, Inc. ("IPC"), a wholly owned subsidiary of Innovex, Inc. ("Innovex") and Applied Kinetics, Inc. ("AKI").

TENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 2nd, 2003 • Innovex Inc • Electronic components, nec

This Amendment, dated as of June 30, 2003, is made by and among INNOVEX, INC., a Minnesota corporation (the "Borrower"), each of the banks appearing on the signature pages hereof, together with such other banks as may from time to time become a party to the Credit Agreement (defined below) pursuant to the terms and conditions of Article VIII of the Credit Agreement (each, a "Bank"; collectively, the "Banks"), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, formerly known as Norwest Bank Minnesota, National Association, a national banking association, in its separate capacity as administrative agent for itself and all other Banks (in such capacity, the "Agent").

SECOND AMENDMENT TO LICENSE AND DEVELOPMENT AGREEMENT
License and Development Agreement • July 2nd, 2003 • Innovex Inc • Electronic components, nec

This Second Amendment to License and Development Agreement ("Second Amendment") is entered into as of the 4th day of October, 2002 by and between Innovex Precision Components, Inc. ("IPC") and Applied Kinetics, Inc. ("AKI").

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