EXHIBIT 10.8
LICENSE AND PRIVATE LABEL AGREEMENT
This LICENSE AND PRIVATE LABEL AGREEMENT (the "Agreement") is
effective as of March 1, 1996, by and between PERSONNEL DATA SYSTEMS, INC., a
Pennsylvania corporation having its principal office at 000 Xxxxxx Xxxxxxx, Xxxx
Xxxx, Xxxxxxxxxxxx 00000-0000 ("PDS") and SQL FINANCIALS INTERNATIONAL, INC., a
Delaware corporation having its principal office at Xxx Xxxxxxx Xxxxx, Xxxxx
0000, Xxxxxxx, Xxxxxxx 00000 ("SFI").
ARTICLE I
BACKGROUND
WHEREAS, PDS is the owner of a computer software program and system
sometimes referred to as The Human Resource Manager program, as more
particularly described in Exhibit "A" attached hereto (the "Software"); and
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WHEREAS, SFI desires to purchase a paid-up and perpetual license to
the Software pursuant to the terms and conditions of this Agreement and to label
the Software as a product of SFI, in accordance with the provisions of this
Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE II
DEFINITIONS
As used in this Agreement, the following terms shall have the
following respective meanings:
1. "Affiliates" of a party to this Agreement shall mean any
subsidiary of a party or any person or entity that owns or controls ten percent
(10%) or more of the voting securities of a party to this Agreement.
2. "Confidential Information" shall mean the Software, the Related
Material, the terms of this Agreement and any other information of a party which
is designated proprietary or confidential, including, but not limited to,
information regarding the disclosing parties' customers, prospects, unannounced
products or prices and financial information.
3. "Customer of PDS" shall mean any person or entity who now
licenses or uses or previously licensed or used PDS' services, systems, or
software, including any Affiliates of such person or entity; or any person or
entity who becomes a user of PDS services, systems, or software during the Term
of this Agreement, or any person or entity who becomes a licensee
of the Software through the sole efforts of PDS in selling or marketing its
services, systems, software, or the Software and Related Materials.
4. "Customer of SFI" shall mean any person or entity who now
licenses or uses or previously licensed or used SFI's services, systems or
software, including any Affiliates of such person or entity; or any person or
entity who becomes a user or purchaser of SFI's services, systems, software
during the Term of this Agreement, or any person or entity who becomes a
licensee of the Software through the efforts of SFI pursuant to this Agreement.
5. "Private Label" shall mean the labeling of the Software and
Related Materials by SFI under SFI's name or logo pursuant to this Agreement and
in accordance with SFI's marketing plan and the marketing of its financial
software products.
6. "Proprietary Rights" shall mean
(a) All rights, title and interests in all Letters Patent and
applications for Letters Patent, including any reissue, division,
continuation or continuation-in-part applications throughout the world now
or hereafter filed during the Term of the Agreement and corresponding or
based upon the Software and Related Material;
(b) All right, title and interest in all know-how, show-how and
other trade secret rights arising under the common law, state law, federal
law and laws of foreign countries and related to proprietary, confidential
information or trade secret either embodied in the Software including any
whole or partial copies, versions or derivations thereof occurring in any
form, or relating to the Software, or any improvements, enhancements and
modifications thereto;
(c) All right, title and interest in all copyright rights,
author's rights and all other literary property rights, to the Software
including all copies, versions, derivations, modifications, enhancements
and improvements thereto in any form made by PDS;
(d) All right, title and interest in all trademark, tradename
and/or service xxxx rights under the common law, state law, federal law and
laws of foreign countries relating to the Software; and
(e) All right, title and interest in any and all inventions
embodied in the Software including all modifications, enhancements and
improvements thereto made by PDS whether or not patentable including the
"look and feel," the display screen designs, menus, report formats,
information flow, presentation techniques, processing methods, input/output
file structure, database diagram, database design/architecture, navigation
techniques and data access methods.
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7. "Related Materials or Related Material" shall mean information in
written or documentary form, human readable form or machine readable form in any
media, used or useful or in relating to the design, use, operation, testing,
debugging, support, maintenance or marketing of the Software, including, but not
limited to, system manuals, program manuals, test and diagnostic information,
support and maintenance information, training information, program listings,
flow charts, application manuals, user manuals and operating procedures.
8. "Software" shall mean The Human Resource Manager software of PDS,
as more particularly described in Exhibit "A," attached hereto including, but
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not limited to source code and object code on magnetic media and in human
readable form with interpretive comments, and all improvements, upgrades,
corrections, modifications, alternations, revisions, updates, extensions and/or
enhancements made to the Software by PDS during the Term of this Agreement.
Software shall not mean any improvements, modifications, alterations or
enhancements made to the Software by SFI during the Term of this Agreement.
9. "Software Specifications" shall mean the technical specifications
for the design, performance, operating, test, support and maintenance of the
Software, and all other documentation relating to such technical specifications,
as more particularly described in Exhibit "B" attached hereto.
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10. "Term" shall mean the term of this Agreement commencing on the
effective date of this Agreement, and continuing until SFI has paid the Purchase
Price in full, unless sooner terminated pursuant to paragraph 4 of Article IV or
paragraphs 2 and 3 of Article XII herein.
ARTICLE III
TERMS OF PURCHASE
1. Subject to the terms and conditions of this Agreement and in
reliance upon the warranties and indemnities of PDS contained herein, SFI agrees
to purchase and PDS agrees to sell to SFI a perpetual and paid-up license of the
Software and the Related materials. SFI and its Affiliates shall have the right
to use the Software internally as well as to license the Software to others.
Any modifications, enhancements and/or improvements to the Software made by SFI
shall be the sole property of SFI and PDS shall have no right, title or interest
in or to such improvements, enhancements and/or modifications made by SFI.
2. All of the Software licensed by SFI to Customers of SFI shall be
subject to the pricing, terms and conditions of SFI's standard Software License
Agreement as may be modified from time to time, a copy of which is attached
hereto as Exhibit "C."
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ARTICLE IV
PURCHASE PRICE
1. SFI shall pay an aggregate purchase price of $2.0 million for the
Software and Related Materials (the "Purchase Price"). The Purchase Price shall
be paid to PDS as follows:
(a) $100,000 upon execution of this Agreement;
(b) Twenty-five percent (25%) of the license fees for the first
five (5) Customers of SFI; and
(c) Fifty percent (50%) of the license fees for the 6th and all
additional Customers of SFI until the Purchase Price has been paid in full.
Beginning with the 6th Customer of SFI, the minimum amount to be remitted
by SFI will be $25,000 per customer.
SFI shall remit such license fees to PDS in accordance with paragraph 3 of this
Article. For purposes of this Agreement and this paragraph, license fees shall
mean the fees for the use of the Software and shall not include implementation
and/or support fees.
2. SFI shall offer support services to its Customers for support of
the Software and Related Materials and shall charge its Customers for such
services based on rates determined solely by SFI. PDS shall have no right to
royalties or other fees for charges to Customers of SFI for implementation
services or for support services of any type or for the licensing of financial
software.
3. Payments for the Purchase Price of the Software based on license
fees generated shall be due and payable to PDS twenty-five (25) calendar days
after the calendar month in which SFI receives the payment for the license fee
from the licensee of the Software from SFI.
4. At any time during the term of this Agreement, SFI shall have the
right to prepay the Purchase Price less all prior payments then made toward the
Purchase Price and, upon such payment, all obligations of SFI under this
Agreement shall terminate and SFI shall have no further obligation to remit
payments to PDS in connection with sales of the Software.
5. PDS hereby grants SFI the option to extend the Purchase Price
payment due date from December 31, 1997 to December 31, 1998, provided that in
the event SFI exercises this option the Purchase Price shall be increased by
$1.0 million to $3.0 million.
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ARTICLE V
REPORTING REQUIREMENTS
1. SFI shall keep true and accurate records relating to the Software
licensed to Customers of SFI under this Agreement. Such reports to PDS shall be
made quarterly within twenty-five (25) days following the end of the quarter.
This report shall contain only summary information sufficient to permit
verification of the payments of the Purchase Price due hereunder. SFI may
eliminate or redact customer names or other information or details from such
reports that would identify any Customer of SFI. During the term of this
Agreement SFI shall permit PDS's independent auditor at PDS's sole expense, to
examine during SFI's regular business hours such reports and any other
documentation of SFI pertinent to this Agreement upon request, but not more
frequently than once in any calendar year.
2. In the event that the PDS independent auditor determines that the
actual amount due to PDS is greater than the amount paid to PDS, PDS shall
notify SFI of this discrepancy and SFI shall have thirty (30) days to correct
such discrepancy or respond in writing to the discrepancy. If a discrepancy is
agreed to by PDS and SFI and if such discrepancy exceeds twenty percent (20%) of
the amount reported by SFI to PDS, then SFI shall pay the cost and expense of
said independent auditor in performing the audit, not to exceed $2,500.00 per
audit. Representatives of the independent auditors of PDS shall protect the
confidentiality of SFI's Confidential Information and abide by SFI's reasonable
security regulations while on SFI's premises.
ARTICLE VI
CUSTOMER NON-SOLICITATION COVENANT
During the Term of this Agreement, each of the parties hereto covenant
and promise that it will not directly or indirectly solicit any Customer of the
other party for the sale to such Customer of Software (except as contemplated in
paragraph 1 of Article VIII) or any other product competitive with any one or
more products of the other party hereto.
ARTICLE VII
CONFIDENTIALITY REQUIREMENTS
1. Each party shall hold the Confidential Information in strict
confidence and will not make any disclosures (including methods or concepts
utilized in the Confidential Information) without the prior express written
consent of the other party, except to employees (for purposes relating solely to
the receiving party's internal business and data processing needs) who have
agreed in writing to maintain the confidentiality of all Confidential
Information in a manner consistent with this Agreement.
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2. Confidential Information shall not include, and this Article VII
shall not apply to information disclosed by one party to the other which:
(a) was in one party's possession or was known prior to its
receipt from the other except for data, computer programs and/or
documentation relating to the Software which was furnished to SFI by PDS
for the purposes of developing demonstrating and/or explaining the Software
to SFI.
(b) is developed by one party independent of the other
Confidential Information received hereunder;
(c) is or becomes public knowledge without the fault of the other
party;
(d) is received by one party after notification to the other that
such party will not accept any further information in confidence; or
(e) is disclosed by either party under obligation created by
court or government action, provided that the receiving party first gives
the disclosing party the opportunity to object and/or attempt to limit such
disclosure.
3. Each party shall return or destroy all copies of the other's
Confidential Information at any time upon request and in any case within thirty
(30) calendar days.
4. Neither party shall use the other party's name or refer to the
other in any marketing literature without the prior written approval of the
other except as provided below.
5. PDS hereby grants SFI permission to publish, distribute and use
all or any portion of the Software and Related Material, including
documentation, technical, promotional and advertising material related to the
Software and Related Material. PDS hereby grants SFI permission to use the name
"Personnel Data Systems, Inc." as a source referenced in advertising and
promotional activities relating to the Software.
ARTICLE VII
MARKETING
1. PDS and SFI shall use their reasonable efforts to market the
Software. SFI acknowledges that PDS may market and sell the Software, provided
that PDS does not market or sell the Software to any Customer of SFI. PDS shall
make available to SFI customer references that PDS may receive from time to
time.
2. PDS shall provide to SFI either (i) 100 hours of marketing and
sales training and assistance or an employee of PDS dedicated to SFI for one
month for marketing and sales training and assistance at SFI's offices in
Atlanta, Georgia. Such training and assistance
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shall involve assisting in software presentations, responding to proposals and
demonstrating product capabilities. SFI shall reimburse PDS for all of its
reasonable out-of-pocket expenses incurred by PDS in connection with its
training and assistance to SFI pursuant to this paragraph provided that SFI
receives receipts or other evidence of the amount and nature of such expenses.
ARTICLE IX
SUPPORT AND INSTALLATION OF SOFTWARE
1. PDS agrees that during the term of this Agreement, PDS shall at
PDS' sole expense, support and maintain the Software in conformance with the
Software Specifications.
2. Should PDS become aware of any errors or be notified by SFI of
any errors in the Software and Related Material, PDS shall promptly take
appropriate measures to correct such errors and provide such corrections to SFI
no later than twenty (20) calendar days after notice from SFI of such errors.
Such support assistance shall include but not be limited to those services
performed by PDS to ensure the proper operation and function of Software through
replacement, updates, revisions and new releases of the Software and Related
Material, and through consultation, as may be required.
3. During the Term of this Agreement, PDS shall provide to SFI at
PDS's sole expense 240 hours of training for support and installation of the
Software and shall maintain, at its sole expense, telephone support for the
Software.
4. During the Term of this Agreement, PDS shall provide at least 100
hours of development support to SFI, at Atlanta, SFI's Georgia, offices. Such
development support shall be for the purposes of training SFI with regard to the
Software design and allowing SFI to integrate and enhance the Software. SFI
shall reimburse PDS for all of its reasonable out-of-pocket expenses incurred by
PDS in connection with its development support to SFI pursuant to this paragraph
provided that SFI receives receipts or other evidence of the amount and nature
of such expenses.
5. During the Term of this Agreement, PDS shall, at its sole
expense, provide such other training to enable SFI to otherwise exercise its
rights under this Agreement. Such training shall be during normal business
hours and shall commence within thirty (30) calendar days of receipt of a
written request from SFI.
6. During the Term of this Agreement, PDS shall provide all
documentation to SFI regarding the Software and Related Material and all
upgrades with regard to the Software and Related Material.
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ARTICLE X
WARRANTY
1. PDS warrants that PDS has good and marketable title to the
Software, and to all Proprietary Rights and licenses with respect thereto
granted to SFI pursuant to the terms of this Agreement. PDS warrants that it
has the right to license the Software to SFI and that each production version of
the Software licensed to SFI, as updated from time to time, will operate in
conformity with the Software Specifications and will equal or exceed the
performance levels set forth in the Software Specifications.
2. PDS further warrants that the Software and Related Material do
not infringe any patent, copyright, trade secret, trademark or other legal or
equitable rights of any third party.
3. PDS further warrants that the Software and Related Material are
substantially free from defects in workmanship, and are as described in the
Software Specifications.
ARTICLE XI
PROPRIETARY RIGHTS INDEMNITY
1. PDS shall take all steps necessary to protect its Proprietary
Rights in the Software and Related Material including the placement of a proper
statutory copyright or trade secret notice as applicable on all copies of the
Software and Related Material. PDS agrees to provide written notification to
SFI of the copyright and/or trade secret notice to be used by SFI on any copies
of the Software and Related Material.
2. PDS shall defend or settle, at its own expense, any claim, cause
of action or proceeding brought against SFI, its Affiliates or Customers which
is based in whole or in part on a claim that the Software or Related Material
infringes any patent, copyright or trade secret. PDS shall indemnify and hold
harmless SFI, its Affiliates, Customers, officers, directors and employees from
any and all liability, loss, costs, damages or expenses (including court costs,
disbursements, reasonable attorney's fees and expert witness fees) arising out
of or in connection with any claim by any person or entity that the Software or
the Related Material infringes any patent, copyright or trade secret (the
"Claim"). SFI shall provide PDS with reasonable cooperation and all information
relating to such claim or cause of action in SFI's possession.
3. SFI shall give PDS notice of any such Claim promptly after SFI
receives notice thereof (and in no event more than thirty (30) days after
receiving such notice), and PDS will undertake the defense thereof by
representatives of their own choosing; provided, however, that the failure to
give such notice shall not affect the liability of PDS unless and only to the
extent such failure prejudices the ability of PDS to defend against or mitigate
damages arising out of such claim. All reasonable costs and expenses of such
defense, and any settlement or compromise resulting from the defense of any
Claim shall be paid by PDS. In the event that PDS, within a reasonable time
after
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receipt of notice of any such Claim, but in no event more than thirty (30)
days after receipt of such notice, fails to defend, SFI will (without further
notice to PDS) have the right to undertake the defense, compromise or settlement
of such Claim on behalf of and for the account and risk of PDS.
4. If a claim is made that the Software or the Related Material
infringes any patent, copyright or trade secret or if PDS or SFI believes that a
likelihood of such claim exists, PDS shall at the option of SFI procure for SFI
the right to continue using and selling the Software or the Related Material,
modify the Software or the Related Material to make it non-infringing, but still
meet the specifications therefor, or replace the Software or the Related
Material with non-infringing Software or Related Material of similar capability.
If none of the foregoing alternatives is reasonably available to PDS, PDS shall
refund to SFI any purchase price paid by SFI.
5. SFI agrees to indemnify and hold harmless PDS from any and all
liability, loss, costs, damages or expenses (including court costs,
disbursements, reasonable attorney's fees and expert witness fees) arising from
any cause of action by any person claiming that any modifications or
enhancements to the Software made by SFI infringes any patent, copyright or
trade secret (the "Modification Claim").
6. PDS shall give SFI notice of any such Modification Claim promptly
after PDS receives notice thereof (and in no event more than thirty (30) days
after receiving such notice), and SFI will undertake the defense thereof by
representatives of their own choosing; provided, however, that the failure to
give such notice shall not affect the liability of SFI unless and only to the
extent such failure prejudices the ability of SFI to defend against or mitigate
damages arising out of such Modification Claim. All reasonable costs and
expenses of such defense, and any settlement or compromise resulting from the
defense of any Modification Claim shall be paid by SFI. In the event that SFI,
within a reasonable time after receipt of notice of any such Modification Claim,
but in no event more than thirty (30) days after receipt of such notice, fails
to defend, PDS will (without further notice to SFI) have the right to undertake
the defense, compromise or settlement of such Modification Claim on behalf of
and for the account and risk of SFI.
ARTICLE XII
TERM AND TERMINATION OF AGREEMENT
1. This Agreement shall become effective on the effective date of
this Agreement and all obligations of SFI hereunder including any payments
required hereby, shall terminate upon SFI's payment in full of the Purchase
Price, whether by prepayment or otherwise. The license and other rights granted
to SFI shall survive any such termination hereof.
2. If either party hereto shall fail to perform or observe any of
the material terms and conditions to be performed or observed under this
Agreement, the other party may give written notice to the defaulting party
specifying the respects in which the defaulting party has so failed to perform
or observe the terms and conditions of this Agreement, and in the event that
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any default so indicated shall not be remedied by the defaulting party within
sixty (60) calendar days after such notice, the party not in default may within
thirty (30) calendar days thereafter, terminate this Agreement by giving written
notice to the defaulting party of such termination.
3. Notwithstanding anything contained herein to the contrary, if
either party hereto shall merge with or if all or substantially all of the
assets or a majority of the equity interests of such party is acquired by
another entity, the other party to this Agreement may, in its sole and absolute
discretion, terminate this Agreement upon thirty (30) days notice to the other
party. If such party does not terminate this Agreement, this Agreement shall
then be binding upon and shall inure to the benefit of the person or entity with
which PDS or SFI may be sold, merged or consolidated. Notwithstanding the
foregoing, the parties agree that the provisions of this paragraph do not apply
to an initial public offering or private placement of the stock of any party to
this Agreement.
ARTICLE XII
EFFECT OF TERMINATION
1. Upon termination of this Agreement before the end of the Term or
before SFI pays the entire Purchase Price of the Software as provided in Article
III, SFI shall cease marketing and selling licenses of the Software. All
licenses of the Software made prior to the termination of this Agreement shall
continue in effect until the termination or expiration of the license agreement
under which the Software was licensed to a Customer of SFI. SFI may continue
using one copy of the most recent release of the Software then in SFI's
possession solely for the purpose of continuing customer service for licenses
sold by SFI to its Customers.
2. Should this Agreement expire or be terminated for any reason,
neither party will be liable to the other because of such expiration or
termination for compensation, reimbursement or damages on account of the loss of
prospective profits, anticipated sales, goodwill or on account of expenditures,
investments, leases or commitments in connection with the business of PDS or
SFI, or for any other reason whatsoever flowing from such termination or
expiration. However, expiration or termination of this Agreement shall not
release SFI from its liability to pay PDS any portion of the Purchase Price
accruing from license sales prior to such termination and shall not limit either
party from pursuing any other remedies available to it.
ARTICLE XIV
RELATIONSHIP BETWEEN THE PARTIES
SFI shall in all matters relating to this Agreement act as an
independent contractor. Nothing in this Agreement shall be deemed to constitute
SFI as a partner, joint venturer, franchisee, agent or employee of PDS. Neither
party will represent that it has any authority to assume or create any
obligation, express or implied, on behalf of the other party, or to represent
the other party.
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ARTICLE XV
NOTICES
Any and all written notices, communications and deliveries between PDS
and SFI with reference to this Agreement shall be sufficiently made on the date
of mailing if sent by first class registered or certified mail, telecopy, or
overnight courier to the respective address, subject to change upon written
notice, of the other party as follows:
In the case of SFI:
Mr. Xxxxx Xxxxxxx
SQL Financials International, Inc.
Xxx Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
In the case of PDS:
Xx. Xxxxx Xxxxx, President
Personnel Data Systems
000 Xxxxxx Xxxxxxx
Xxxx Xxxx, Xxxxxxxxxxxx 00000-0000
ARTICLE XVI
GOVERNING LAW
The laws of the State of Georgia shall govern with respect to the
construction and enforcement of this Agreement.
ARTICLE XVII
SURVIVAL OF PROVISIONS
The term of any rights and licenses granted by SFI pursuant to Article
III hereunder shall be for the full term of such rights and licenses and shall
survive any termination of this Agreement. In addition, the rights and
obligations of the parties under Articles VI, VII, X, XI and XIII shall survive
the expiration or termination of this Agreement.
ARTICLE XVIII
EFFECT OF HEADINGS
The Article headings appearing in this Agreement are inserted only as
a matter of convenience and in no way define, limit, construe or describe the
scope or intent of the Article, or affect this Agreement.
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ARTICLE XIX
INTEGRATION
This Agreement and the attached Addendum sets forth the entire
Agreement and understanding of the parties relating to the subject matter
contained herein, and supersedes and merges all prior discussions and agreements
between them, relating to the subject matter contained herein or any other
products of SFI or PDS. Neither party shall be bound by any definition,
condition, warranty or representation other than as expressly set forth in this
Agreement or the Addendum, or as subsequently set forth in writing signed by the
party to be bound thereby.
ARTICLE XX
COUNTERPARTS
This Agreement may be executed in counterparts each of which shall be
deemed an original, but all of which together shall constitute one and the same
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement effective as of the date first above written.
PERSONNEL DATA SYSTEMS, INC.
By: /s/
-----------------------------------------
Name:_______________________________________
Title:______________________________________
SQL FINANCIALS INTERNATIONAL, INC.
By: /s/
-----------------------------------------
Name:_______________________________________
Title:______________________________________
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ADDENDUM TO
LICENSE AND PRIVATE LABEL AGREEMENT
This Addendum to License and Private Label Agreement (the "Addendum")
is made effective as of March 1, 1996, by and between PERSONNEL DATA SYSTEMS,
INC., a Pennsylvania corporation having its principal office at 000 Xxxxxx
Xxxxxxx, Xxxx Xxxx, Xxxxxxxxxxxx 00000-0000 ("PDS") and SQL FINANCIALS
INTERNATIONAL, INC., a Delaware corporation having its principal office at Xxx
Xxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 ("SFI").
NOW, THEREFORE, in consideration of the execution of the License and
Private Label Agreement (the "Agreement") and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
XXI SFI shall have the option to terminate this Agreement on or before March
1, 1997 if SFI shall have paid $500,000 of the Purchase Price to PDS. In the
event that $500,000 shall have been paid to PDS from SFI and SFI exercises its
option to terminate this Agreement on March 1, 1997, all rights, duties and
obligations of the parties hereto shall cease and shall be of no force or
effect. In the event that SFI does not exercise its option to terminate the
Agreement pursuant to this paragraph, SFI shall not be required to make any
minimum payment or other payment to PDS except as otherwise specifically
provided in this Agreement.
XXII This Addendum shall be in addition to the other provisions of the
Agreement.
XXIII This Addendum may be executed in counterparts each of which shall be
deemed an original, but all of which together shall constitute one and the same
Addendum.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Addendum effective as of the date first above written.
PERSONNEL DATA SYSTEMS, INC.
By: /s/
-----------------------------------------
Name:_______________________________________
Title:______________________________________
SQL FINANCIALS INTERNATIONAL, INC.
By: /s/
-----------------------------------------
Name:_______________________________________
Title:______________________________________
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