EXHIBIT 10.2






EXHIBIT 10.2




REAFFIRMATION OF GUARANTY




     The undersigned, as Guarantors under those certain Guaranties dated December 22, 2006
(collectively, the “Guaranty”) to NATIONAL CITY BANK, a national banking association (the
“Bank”) hereby acknowledges, affirms and agrees as follows:



     1. The Guaranty remains in full force and effect.



     2. CTI GROUP (HOLDINGS), INC. (the “Borrower”) has executed a certain Amended and
Restated Revolving Line of Credit Promissory Note dated November 13, 2007 in the principal amount
of Three Million and No/100 Dollars ($3,000,000) and other documents related thereto (collectively,
the “First Loan Modification Documents”), including a Reaffirmation of Guaranty of even
date therewith.



     3. CTI GROUP (HOLDINGS), INC. (the “Borrower”) has executed a certain Acquisition Loan
Promissory Note dated November 18, 2008 in the principal amount of Five Hundred Thousand and No/100
Dollars ($500,000.00) and other documents related thereto (collectively, the “Second Loan
Modification Documents”).



     3. The Bank has modified the Acquisition Loan described in the Second Loan Modification
Documents in reliance, in part, on the execution of this Reaffirmation of Guaranty and the
continued validity of the Guaranty with respect to the indebtedness of Borrower as evidenced by the
Second Loan Modification Documents.



     4. The Guaranty shall also guarantee and secure all of the obligations of Borrower under the
Second Loan Modification Documents and all of the terms of the Guaranty shall relate thereto. All
of the representations and warranties contained in the Guaranty are still true and accurate, and
the execution of the Second Loan Modification Documents shall not affect, impair, discharge or
release any and all existing obligations of the undersigned under the Guaranty.



     5. The undersigned shall not have and hereby waive(s) any right of subrogation to the rights
of Bank against Borrower, and any right to reimbursement or indemnity from Borrower whatsoever and
all rights of recourse to or with respect to any assets or property of Borrower or any other
guarantor or to any security; provided that such rights are waived if and only to the extent that
the existence of such rights results or would result in a preference in bankruptcy and/or a
disgorgement by Bank of amounts paid by Borrower for or with respect to the indebtedness covered by
the Guaranty and this Reaffirmation. The undersigned further agree that any and all existing
claims, setoffs or counterclaims which they may have against Borrower in connection with this
indebtedness or against any other guarantor of all or any part of this indebtedness or against any
of their respective properties, are hereby waived.



     6. The undersigned hereby represent, warrant and agree that there are no offsets,
counterclaims or defenses to the undersigned’s’ obligations under the Guaranty and expressly waive
any and all such offsets, counterclaims and defenses arising out of any acts, transactions or
omissions on the part of Lender, Borrower or any third party. All documents further evidencing



 









 







and securing the obligations of the undersigned under the Guaranty are hereby reaffirmed and
Guarantors acknowledge and agree that all such loan documents constitute legal, valid and binding
instruments, enforceable against the undersigned according to their respective terms. Any and all
liens and security interests of Bank pursuant to such loan documents are duly perfected.



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     EXECUTED this 18 day of November 2008.



	 	 	 	 	 
	 	 	CTI DATA SOLUTIONS (USA), INC,

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	Its:
	 	CEO
	 
	 	 	 	 
	 	 	CTI BILLING SOLUTIONS, INC,

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	Its:
	 	CEO
	 
	 	 	 	 
	 	 	CTI DELAWARE HOLDINGS, INC.

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	Its:
	 	CEO
	 
	 	 	 	 
	 	 	CENTILLION DATA SYSTEMS, L.L.C.,

a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	Its:
	 	CEO
	 
	 	 	 	 
	 	 	CTI DATA SOLUTIONS LTD,

a company registered in England
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	Its:
	 	CEO
	 
	 	 	 	 
	 	 	CTI GROUP LTD

(formerly CTI Billing Solutions Ltd)

a company registered in England
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	Its:
	 	CEO






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	 	 	CTI BILLING SOLUTIONS LTD,

(formerly Ryder Systems Ltd)

a company registered in England
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Birbeck
	 

	 	Its:
	 	CEO
	 
	 	 	 	 
	 	 	FAIRFORD HOLDINGS LTD., BVI

a company registered in the British Virgin Islands
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bengt Dahl
	 

	 	Its:
	 	Chairman







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