0001104659-02-002516 Sample Contracts

GUARANTY FEE AGREEMENT
Guaranty Fee Agreement • May 15th, 2002 • Security Capital Corp/De/ • Insurance agents, brokers & service • Connecticut

THIS GUARANTY FEE AGREEMENT (this “Agreement”) is made as of April 5, 2002, by and between Security Capital Corporation, a Delaware corporation (“SCC”), and Brian D. Fitzgerald (“Fitzgerald”).

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FIFTH AMENDMENT TO ADVISORY SERVICES AGREEMENT
Advisory Services Agreement • May 15th, 2002 • Security Capital Corp/De/ • Insurance agents, brokers & service

This FIFTH AMENDMENT TO ADVISORY SERVICES AGREEMENT, dated as of April 5, 2002, by and between SECURITY CAPITAL CORPORATION, a Delaware corporation (“Security Capital”), and CAPITAL PARTNERS, INC., a Connecticut corporation (“Capital Partners”).

REIMBURSEMENT AGREEMENT
Reimbursement Agreement • May 15th, 2002 • Security Capital Corp/De/ • Insurance agents, brokers & service • New York

THIS REIMBURSEMENT AGREEMENT (the “Agreement”) is entered into as of April 5, 2002 by and between BRIAN D. FITZGERALD, an individual (the “Fitzgerald”), SECURITY CAPITAL CORPORATION, a Delaware corporation (“SCC”), and PRIMROSE SCHOOL FRANCHISING COMPANY, a Georgia corporation (the “Company”).

AMENDED AND RESTATED MANAGEMENT ADVISORY SERVICES AGREEMENT
Management Advisory Services Agreement • May 15th, 2002 • Security Capital Corp/De/ • Insurance agents, brokers & service • Connecticut

AMENDED AND RESTATED AGREEMENT (this “Agreement”) dated as of April 5, 2002 between The Jewel I, Inc. d/b/a Primrose Country Day School (“Country Day”) and Primrose School Franchising Company (“Primrose”) (Primrose and Country Day are referred to individually as a “Company” and collectively as the “Companies”) and Security Capital Corporation, a Delaware corporation (“Security Capital”).

UNCONDITIONAL CORPORATE GUARANTY AGREEMENT
Corporate Guaranty Agreement • May 15th, 2002 • Security Capital Corp/De/ • Insurance agents, brokers & service • Ohio

THIS CORPORATE UNCONDITIONAL GUARANTY AGREEMENT (the “Guaranty”) is made and entered into as of April 5, 2002, by and between SECURITY CAPITAL CORPORATION, a Delaware corporation (the “Guarantor”), and BANK ONE, N.A., a national banking association with its principal offices located in Columbus, Ohio (the “Lender”).

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