0001116679-04-000937 Sample Contracts

Employment Agreement for Corporate Officers of TCI
Employment Agreement • March 30th, 2004 • Tci Solutions Inc • Services-prepackaged software • Arizona

This Employment Agreement is entered into by and between TCI Solutions, Inc., a Delaware corporation ("TCI"), and David N. Berg ("Employee") as of January 1, 2003 on the terms and conditions as set forth below.

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 30th, 2004 • Tci Solutions Inc • Services-prepackaged software

This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of February 27, 2004, by and between COMERICA BANK, successor by merger to COMERICA BANK- CALIFORNIA (“Bank”) and TCI SOLUTIONS, INC. (“Borrower”).

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 30th, 2004 • Tci Solutions Inc • Services-prepackaged software

This Second Amendment to Loan and Security Agreement (this "Amendment") is entered into as of January 28, 2004, by and between COMERICA BANK, successor by merger to Comerica Bank-California ("Bank"), and TCI SOLUTIONS, INC. ("Borrower").

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 30th, 2004 • Tci Solutions Inc • Services-prepackaged software

This First Amendment to Loan and Security Agreement is entered into as of August 5, 2003 (the "Amendment"), by and between COMERICA BANK, successor by merger to Comerica Bank-California ("Bank") and TCI SOLUTIONS, INC. ("Borrower").

Contract
Registration Rights Agreement • March 30th, 2004 • Tci Solutions Inc • Services-prepackaged software • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

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