ICTG » Topics » SCHEDULE 5(f)(iii)

This excerpt taken from the ICTG 8-K filed Apr 6, 2006.



     Number of Firm Shares    Number of Optional Shares

The Company

   2,050,000    300,000

Selling Shareholders:


John J. Brennan

   710,000    71,000

Eileen Brennan Oakley, as trustee

   330,000    66,000

John D. Campbell

   39,000    10,500

John L. Magee

   19,500    18,000

Timothy F. Kowalski

   1,500    7,000

Selling Shareholders Total:

   1,100,000    172,500

These excerpts taken from the ICTG 10-Q filed Aug 1, 2005.

Schedule 4(a)


Form of Irrevocable Stock Power


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to


the following shares of capital stock of                                              , a                                      corporation:


Number of Shares


Certificate Number



and irrevocably appoints                                                                           its agent and attorney-in-fact to transfer all or any part of such capital stock and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. The effectiveness of a transfer pursuant to this stock power shall be subject to any and all transfer restrictions referenced on the face of the certificates evidencing such interest or in the certificate of incorporation or bylaws of the subject corporation, to the extent they may from time to time exist.










SCHEDULE 5(f)(iii)












United States Patent and Trademark Office


Ladies and Gentlemen:


Please be advised that pursuant to the Amended and Restated Security Agreement dated as of June     , 2005 (the “Security Agreement”) by and among the Grantors party thereto (each a “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications set forth on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the holders of the Secured Obligations.


The undersigned Grantor and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 attached hereto (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.


Very truly yours,











Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent









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