TAX SHARING AGREEMENT
This Tax Sharing Agreement dated as of _____, 1997 between
Marcam Corporation ("Marcam"), a Massachusetts corporation, and Marcam
Solutions, Inc. ("Marcam Solutions"), a Delaware corporation:
WITNESSETH:
WHEREAS, Marcam and Marcam Solutions intend to enter into a
Distribution Agreement dated as of ____________, 1997 (the "Distribution
Agreement"), providing for, among other things, (i) the transfer by Marcam of
certain assets to Marcam Solutions in exchange for shares of common stock of
Marcam Solutions, warrants to acquire shares of common stock of Marcam
Solutions, and the assumption by Marcam Solutions of certain liabilities, and
(ii) the distribution by Marcam of all of the outstanding shares of Marcam
Solutions common stock to the holders of Marcam's outstanding capital stock (the
"Distribution");
WHEREAS, in connection with the Distribution, each person who was
granted an option to purchase Marcam stock pursuant to the Marcam Corporation
1987 Stock Plan, the Marcam Corporation 1991 Non-Employee Director Stock Option
Plan or the Marcam Corporation 1994 Stock Plan will (i) subject to certain
adjustments to the exercise price of such option, retain such option (as
adjusted, the "Pre-Distribution MAPICS Option") and (ii) be granted an option
(the "Pre-Distribution Marcam Solutions Option") to purchase a number of shares
of Marcam Solutions stock equal to one-half of the number of shares subject to
the Pre-Distribution MAPICS Options held by such person as of the Distribution
Date;
WHEREAS, on or prior to the Distribution Date, Marcam intends to amend
its Restated Articles of Organization to change its name from "Marcam
Corporation" to "MAPICS, Inc." ("MAPICS").
WHEREAS, Marcam and Marcam Solutions desire to define their rights and
obligations with respect to certain tax liabilities and refunds of taxes
relating to Marcam's business for periods ending on or prior to the Distribution
Date;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties agree as follows:
1. Definitions
(a) As used in this Agreement:
"Adjusted Stock Options" shall mean all Pre-Distribution
MAPICS Options and Pre-Distribution Marcam Solutions Options.
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"Code" shall mean the Internal Revenue Code of 1986, as
amended, or any successor thereto.
"Distribution Date" shall mean the date on which the
Distribution shall be effected.
"Federal Tax" shall mean any Tax imposed under Subtitle A of
the Code and any related penalty imposed under Subtitle F of the Code.
"Final Determination" shall mean (i) with respect to Federal
Taxes, (A) a "determination" as defined in Section 1313 (a) of the Code, or (B)
the date of acceptance by or on behalf of the Internal Revenue Service of Form
870-AD (or any successor form thereto), as a final resolution of Tax liability
for any Taxable period, except that a Form 870-AD (or successor form thereto)
that reserves the right of the taxpayer to file a claim for refund and/or the
right of the Internal Revenue Service to assert a further deficiency shall not
constitute a Final Determination with respect to the item or items so reserved;
(ii) with respect to Taxes other than Federal Taxes, any final determination of
liability in respect of a Tax provided for under applicable law; (iii) any final
disposition by reason of the expiration of the applicable statute of
limitations; and (iv) the payment of Tax by MAPICS, Marcam Solutions, or any
subsidiary of MAPICS or Marcam Solutions, whichever is responsible for payment
of such Tax under applicable law, with respect to any item disallowed or
adjusted by a Taxing Authority, provided that the provisions of Section 8 hereof
have been complied with, or, if such section is inapplicable, that the party
responsible under the terms of this Agreement for such Tax is notified by the
party paying such Tax that it has determined that no action should be taken to
recoup such disallowed item, and the other party agrees with such determination.
"ISO" shall mean an "incentive stock option" as defined in
Section 422 of the Code.
"MAPICS Group" shall mean MAPICS and its subsidiaries, in each
case, immediately after the Distribution Date, and their predecessors and
successors (other than members of the Marcam Solutions Group).
"Marcam Group" shall mean Marcam and its subsidiaries, in each
case, immediately before the Distribution Date.
"Marcam Solutions Division" shall mean the business division
of Marcam, prior to the Distribution Date, headquartered in Newton,
Massachusetts and consisting of substantially all of the business assets
(including subsidiary corporations) transferred to the Marcam Solutions Group.
"Marcam Solutions Group" shall mean Marcam Solutions and its
subsidiaries, in each case, immediately after the Distribution Date, and their
predecessors and successors (other than members of the MAPICS Group).
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"Marcam Solutions Sales and Property Tax" shall mean (i) any
sales or use Tax imposed on the sale, transfer, or use of tangible or intangible
personal property and (ii) any property, ad valorem or other similar non-income
Tax imposed with respect to ownership of an interest in real or personal
property, in each case, for which a Return was filed by the Marcam Solutions
Division.
"Non-US Marcam Solutions Tax" shall mean (i) any Tax imposed
on a subsidiary of the Marcam Solutions Group by a Taxing Authority other than a
United States federal, state or local Taxing Authority and (ii) any Tax imposed
on Marcam (but not on a subsidiary of Marcam) for a Pre-Distribution Period on a
branch basis by a Taxing Authority other than a United States federal, state or
local Taxing Authority.
"Other Taxes" shall mean all Taxes (including, but not limited
to, Federal Taxes), other than any Marcam Solutions Sales and Property Tax or
Non-US Marcam Solutions Tax.
"Post-Distribution Period" shall mean any Taxable period (or
portion thereof) beginning after the close of business on the Distribution Date.
"Pre-Distribution Period" shall mean any Taxable period ending
on or before the close of business on the Distribution Date; provided that if a
Taxable period ending after the Distribution Date contains any days which fall
prior to or on the Distribution Date, any portion of such Taxable period up to
or including the Distribution Date shall also be included in the
Pre-Distribution Period.
"Pre-Distribution MAPICS Tax" shall mean all Other Taxes
payable with respect to a Pre-Distribution Period. Pre-Distribution MAPICS Tax
for a Taxable period ending after the Distribution Date but containing days
which fall prior to or on the Distribution Date shall be determined on a
hypothetical basis, calculated as if the period beginning on the first day of
such Taxable period and ending on the Distribution Date were a separate Taxable
year for all Tax purposes.
"Pre-Distribution Marcam Solutions Tax" shall mean all Marcam
Solutions Sales and Property Taxes and Non-US Marcam Solutions Taxes payable
with respect to a Pre-Distribution Period. Pre-Distribution Marcam Solutions Tax
for a Taxable period ending after the Distribution Date but containing days
which fall prior to or on the Distribution Date shall be determined on a
hypothetical basis, calculated as if the period beginning on the first day of
such Taxable period and ending on the Distribution Date were a separate Taxable
year for all Tax purposes.
"Prime" shall mean the rate announced from time to time as
"prime" by Chase Manhattan Bank, New York City, New York as its prime rate.
"Referee" is defined in Section 16.
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"Return" shall mean any Tax return, statement, report or form
(including estimated Tax returns and reports, extension requests and forms, and
information returns and reports) required to be filed with any Taxing Authority.
"Tax" (and the correlative meaning, "Taxes," "Taxing" and
"Taxable") shall mean (A) any tax imposed under Subtitle A of the Code, any net
income, gross income, gross receipts, alternative or add-on minimum, sales, use,
value-added, goods and services, ad valorem, franchise, profits, license,
withholding, payroll, employment, excise, transfer, recording, severance, stamp,
occupation, premium, property, environmental, custom duty, or other tax,
governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest and any penalty, addition to tax or additional amount
imposed by a Taxing Authority; (B) any liability for the payment of any amounts
of the type described in clause (A) for any Taxable period resulting from the
application of Treasury Regulation Section 1.1502-6 or any similar provision
applicable under state, local or foreign law; and (C) any liability for the
payment of any amounts described in clause (A) as a result of any express or
implied obligation to indemnify any other party.
"Tax Packages" shall mean one or more packages of information
that are (i) reasonably necessary for the purpose of preparing a Return and (ii)
completed in all material respects in accordance with the standards that Marcam
has established for its subsidiaries and divisions with respect to the relevant
Pre-Distribution Period.
"Tax Proceeding" shall mean any Tax audit, dispute,
investigation, suit or proceeding (whether administrative or judicial).
"Taxing Authority" shall mean any governmental authority
(domestic or foreign) responsible for the imposition of any Tax.
(b) Any term used in this Agreement which is not defined in
this Agreement shall, to the extent the context requires, have the meaning
assigned to it in the Code or the applicable Treasury regulations thereunder
and, in the case of Taxes other than Federal Taxes, in comparable provisions of
applicable law.
2. Administrative and Compliance Matters.
(a) Sole Tax Sharing Agreement. This Agreement shall
constitute the sole Tax sharing agreement between the MAPICS Group, on one hand,
and the Marcam Solutions Group, on the other hand, and, to the extent there is
any inconsistency between such agreements and any existing Tax sharing
agreements or arrangements, written or unwritten, this Agreement shall govern.
(b) Preparation of Returns. Except as otherwise provided
herein (including Section 2(d)) and subject to the rules set forth in this
Agreement, for all Pre-Distribution Periods, Marcam Solutions shall be
responsible for the timely preparation and timely filing of all Returns relating
to Non-US Marcam Solutions Taxes attributable to such periods, and MAPICS shall
be
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responsible for the timely preparation and timely filing of all Returns
relating to Other Taxes attributable to such periods. Each member of the MAPICS
Group shall prepare and deliver to Marcam Solutions all applicable Tax Packages
no later than 150 days after the last day of the Tax year with respect to which
such Tax Packages relate. Each member of the Marcam Solutions Group shall
prepare and deliver to MAPICS all applicable Tax Packages no later than 150 days
after the last day of the Tax year with respect to which such Tax Packages
relate.
(c) Designation of Agent.
(i) Marcam Solutions and each member of the Marcam
Solutions Group, with respect to Other Taxes attributable to a
Pre-Distribution Period, each hereby irrevocably designate MAPICS or
its successors as its agent, coordinator, and administrator, for the
purpose of taking any and all actions (including the execution of
waivers of applicable statutes of limitation) necessary or incidental
to the filing of any Return, any amended Return, or any claim for
refund, credit or offset of Tax or any other proceedings, and for the
purpose of making payments to, or collecting refunds from, any Taxing
Authority, in each case relating to any item affecting the amount of
the Pre-Distribution MAPICS Tax. MAPICS, as agent, covenants to Marcam
Solutions that it shall be responsible to see that all such
administrative matters relating thereto shall be handled promptly and
appropriately.
(ii) MAPICS and each member of the MAPICS Group, with
respect to Marcam Solutions Sales and Property Taxes and Non-US Marcam
Solutions Taxes attributable to a Pre-Distribution Period, each hereby
irrevocably designate Marcam Solutions or its successors as its agent,
coordinator, and administrator, for the purpose of taking any and all
actions (including the execution of waivers of applicable statutes of
limitation) necessary or incidental to the filing of any Return, any
amended Return, or any claim for refund, credit or offset of Tax or any
other proceedings, and for the purpose of making payments to, or
collecting refunds from, any Taxing Authority, in each case relating to
any item affecting the amount of the Pre-Distribution Marcam Solutions
Tax. Marcam Solutions, as agent, covenants to MAPICS that it shall be
responsible to see that all such administrative matters relating
thereto shall be handled promptly and appropriately.
(d) Post-Distribution Conduct. Notwithstanding anything in
this Agreement to the contrary, (i) without the prior written consent of Marcam
Solutions (which consent shall not be unreasonably withheld), no member of the
MAPICS Group shall make or change any Tax election, change any accounting
method, amend any Return or take any Tax position on any Return or take any
other action, that results in any increased Tax liability in respect of a
Pre-Distribution Marcam Solutions Tax or could reasonably be expected to have a
material adverse effect on Marcam Solutions' Tax liability in a
Post-Distribution Period, and (ii) without the prior written consent of MAPICS
(which consent shall not be unreasonably withheld), no member of the Marcam
Solutions Group shall make or change any Tax election, change any accounting
method, amend any Tax return or take any Tax position on any Return or take any
other action, that results in any increased Tax liability in respect of a
Pre-Distribution MAPICS Tax or could
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reasonably be expected to have a material adverse effect on MAPICS' Tax
liability in a Post-Distribution Period.
3. Allocation of Taxes.
(a) General. Marcam Solutions shall be responsible for all
Pre-Distribution Marcam Solutions Taxes (including any liability arising out of
a Final Determination of such Taxes). MAPICS shall be responsible for all
Pre-Distribution MAPICS Taxes (including any liability arising out of a Final
Determination of such Taxes).
(b) Compensation Deductions attributable to Adjusted Stock
Options. Unless otherwise determined pursuant to a Final Determination, no
member of the MAPICS Group shall be entitled to Tax deductions attributable to
Pre-Distribution Marcam Solutions Options (including Tax deductions arising out
of a disposition of shares acquired upon exercise of an ISO), and no member of
the Marcam Solutions Group shall be entitled to Tax deductions attributable to
Pre-Distribution MAPICS Options (including Tax deductions arising out of a
disposition of shares acquired upon exercise of an ISO); provided, however, that
MAPICS shall be entitled to all Tax deductions attributable to a disposition, on
or after the Distribution Date, of Marcam capital stock acquired upon exercise
of an ISO prior to the Distribution Date.
(c) Notice Requirements upon exercise of Adjusted Stock
Options. So that all applicable employment and other Tax obligations may
be satisfied:
(i) in the event an employee (or former employee) of
a member of the MAPICS Group exercises a Pre-Distribution Marcam
Solutions Option, Marcam Solutions shall notify MAPICS of the following
information within ten (10) business days after the date of such
exercise: the name of the employee, the number of shares acquired
pursuant to such exercise, the amount paid for such shares and the fair
market value of the shares issued as of the date of such exercise; and
(ii) in the event an employee (or former employee) of
a member of the Marcam Solutions Group exercises a Pre-Distribution
MAPICS Option, MAPICS shall notify Marcam Solutions of the following
information within ten (10) business days after the date of such
exercise: the name of the employee, the number of shares acquired
pursuant to such exercise, the amount paid for such shares and the fair
market value of the shares issued as of the date of such exercise.
4. Refunds.
Any refunds of Tax received by any member of the MAPICS Group
relating to a Pre-Distribution Marcam Solutions Tax shall be paid by MAPICS to
Marcam Solutions within 30 days of receipt. Any refunds of Tax received by any
member of the Marcam Solutions Group relating to a Pre-Distribution MAPICS Tax
shall be paid by Marcam Solutions to MAPICS within 30 days of receipt. Any
amount not paid when due shall bear interest as provided in Section 9.
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5. Taxes attributable to the Distribution.
Notwithstanding anything in this Agreement to the contrary, no
member of the Marcam Solutions Group shall be obligated to make any payment to
MAPICS for Taxes attributable to or arising out of any of the transactions
contemplated by the Distribution Agreement, regardless of whether such
transactions are Taxable as a result of actions taken by, or transactions
involving, a member of the Marcam Solutions Group.
6. Indemnification.
(a) MAPICS Indemnity. Each member of the MAPICS Group agrees
to indemnify each member of the Marcam Solutions Group against, and hold them
harmless from (i) any liability for Pre-Distribution MAPICS Taxes, (ii) any
liability for Taxes attributable to a Post-Distribution Period to the extent
such Taxes relate to the assets or operations of a member of the MAPICS Group,
(iii) any liability for Taxes attributable to or arising out of any of the
transactions contemplated by the Distribution Agreement, regardless of whether
such transactions are Taxable as a result of actions taken by, or transactions
involving, a member of the Marcam Solutions Group (iv) any liability for Taxes
resulting from the taking of any action otherwise prohibited by Section 8, and
(v) all costs, expenses (including, without limitation, attorney's fees and
expenses), losses, damages, and assessments incurred in connection with Taxes
referred to in clauses (i), (ii), (iii) and (iv) of this Section 6(a).
(b) Marcam Solutions Indemnity. Each member of the Marcam
Solutions Group agrees to indemnify each member of the MAPICS Group against, and
hold them harmless from (i) any liability for Pre-Distribution Marcam Solutions
Taxes, (ii) any liability for Taxes attributable to a Post-Distribution Period
to the extent such Taxes relate to the assets or operations of a member of the
Marcam Solutions Group, (iii) any liability for Taxes resulting from the taking
of any action otherwise prohibited by Section 8, and (iv) all costs, expenses
(including, without limitation, attorney's fees and expenses), losses, damages,
and assessments incurred in connection with Taxes referred to in clauses (i),
(ii) and (iii) of this Section 6(b).
(c) No member of the Marcam Solutions Group shall be liable to
any member of the MAPICS Group, and no member of the MAPICS Group shall be
liable to any member of the Marcam Solutions Group, for any Tax or other costs,
expenses, losses, damages and other assessments incurred by such member in
connection with a Final Determination regarding Tax deductions attributable to
Adjusted Stock Options (including Tax deductions arising out of a disposition of
shares acquired upon exercise of an ISO).
7. Communication and Cooperation
(a) Consult and Cooperate. Marcam Solutions and MAPICS shall
consult and cooperate (and shall cause each of their subsidiaries to cooperate)
fully at such time and to the extent reasonably requested by the other party in
connection with all matters subject to this Agreement. Such cooperation shall
include, without limitation:
(i) the retention and provision on reasonable request
of any and all information including all books, records, documentation
or other information pertaining
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to Tax matters relating to the MAPICS Group and the Marcam Solutions
Group, any necessary explanations of information, and access to
personnel, until the expiration of the applicable statute of limitation
(giving effect to any extension, waiver, or mitigation thereof);
(ii) the execution of any document that may be
necessary or helpful in connection with the preparation of any Return
or in connection with any Tax Proceeding;
(iii) reporting to the other party, on a quarterly
basis, on the status of any Tax Proceeding relating to a
Pre-Distribution Period if the results of such proceedings are
reasonably likely to have a material adverse effect on the other party;
and
(iv) the use of the parties' reasonable efforts to
obtain any documentation from a governmental authority or a third party
that may be necessary or helpful in connection with the foregoing.
(b) Provide Information. MAPICS and Marcam Solutions
shall keep each other fully informed with respect to any material development
relating to the matters subject to this Agreement.
(c) Tax Attribute Matters. MAPICS and Marcam Solutions shall
advise and consult with each other with respect to any Tax Proceeding which may
affect any Tax attribute of any member of the Marcam Solutions Group or the
MAPICS Group (including, but not limited to, basis in an asset or the amount of
earnings and profits). Marcam Solutions makes no representations, warranties or
covenants to MAPICS regarding the amount or availability of any net operating
losses, Tax credits or similar Tax attributes of Marcam as of the Distribution
Date.
8. Audits and Contest.
(a) Notwithstanding anything in this Agreement to the
contrary, Marcam Solutions shall have full control over all matters and Tax
Proceedings relating to any item affecting a Pre-Distribution Marcam Solutions
Tax, and MAPICS shall have full control over all matters and Tax Proceedings
relating to any item affecting a Pre-Distribution MAPICS Tax; provided, however,
that no party shall settle such Tax Proceeding without the prior written consent
of the other party (which consent shall not be unreasonably withheld) if such
settlement would have a material adverse effect on the other party.
(b) MAPICS agrees to give prompt notice to Marcam Solutions of
the assertion of any claim or the commencement of any Tax Proceeding in respect
of which indemnity may be sought hereunder. The failure of MAPICS to give notice
as provided in this Section 8(b) shall not relieve Marcam Solutions of its
obligations under this Agreement, except to the extent that Marcam Solutions is
materially prejudiced by such failure to give notice.
(c) Marcam Solutions agrees to give prompt notice to MAPICS of
the assertion of any claim or the commencement of any Tax Proceeding in respect
of which
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indemnity may be sought hereunder. The failure of Marcam Solutions to
give notice as provided in this Section 8(c) shall not relieve MAPICS of its
obligations under this Agreement, except to the extent that MAPICS is materially
prejudiced by such failure to give notice.
(d) With respect to Returns of MAPICS relating to
Post-Distribution Periods, MAPICS shall have full control over all matters
relating to any Tax Proceeding in connection therewith provided that MAPICS
shall not report or assert any Tax position that is inconsistent with (i) Tax
positions taken on any Return relating to a Pre-Distribution Marcam Solutions
Tax or (ii) the provisions of Section 3(c) of this Agreement.
(e) With respect to Returns of Marcam Solutions relating to
Post-Distribution Periods, Marcam Solutions shall have full control over all
matters relating to any Tax Proceeding in connection therewith provided that
Marcam Solutions shall not report or assert any Tax position that is
inconsistent with (i) Tax positions taken on any Return relating to a
Pre-Distribution MAPICS Tax or (ii) the provisions of Section 3(c) of this
Agreement.
9. Payments.
All payments to be made hereunder shall be made in immediately
available funds. Except as otherwise provided, all payments required to be made
pursuant to this Agreement will be due 30 days after the receipt of notice of
such payment, or, where no notice is required, 30 days after the fixing of
liability or the resolution of a dispute. Payments shall be deemed made when
received. Any payment that is not made when due shall bear interest at the rate
per annum determined, from time to time, under the provisions of Section
6621(a)(2) of the Code for each day until paid; provided, however, that, if an
obligation or the amount thereof is being disputed in good faith, any payment
required after resolution of such dispute shall bear interest at Prime until and
including the thirtieth day after such resolution.
10. Notices.
Any notice, demand, claim, or other communication under this
Agreement shall be in writing and shall be deemed to have been given upon the
delivery or mailing thereof, as the case may be, if delivered personally or sent
by certified mail, return receipt requested, postage prepaid, to the parties at
the following addresses (or at such other address as a party may specify by
notice to the other):
If to MAPICS:
MAPICS, Inc.
0000-X Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx, Chief Financial Officer
Facsimile no: (000) 000-0000
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If to Marcam Solutions:
Marcam Solutions, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxx, Vice President, Controller & Treasurer
Facsimile no: (000) 000-0000
11. Costs and Expenses.
Except as expressly set forth in this Agreement or in any
other agreement between Marcam Solutions and MAPICS, each party shall bear its
own costs and expenses incurred pursuant to this Agreement, including any
attorney fees, accountant fees and other related professional fees and
disbursements incurred by such party.
12. Effectiveness; Termination and Survival.
This agreement shall become effective upon the consummation of
the Distribution. Notwithstanding anything in this Agreement to the contrary,
this Agreement shall remain in effect and its provisions shall survive for the
full period of all applicable statutes of limitation (giving effect to any
extension, waiver or mitigation thereof).
13. Section Headings.
The headings contained in this Agreement are inserted for
convenience only and shall not constitute a part hereof or in any way affect the
meaning or interpretation of this Agreement.
14. Entire Agreement; Amendments and Waivers.
(a) Entire Agreement. This agreement contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein. No alteration, amendment, modification, or waiver of any of the terms of
this Agreement shall be valid unless made by an instrument signed by an
authorized officer of MAPICS and Marcam Solutions, or in the case of a waiver,
by the party against whom the waiver is to be effective.
(b) Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver hereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power or privilege.
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15. Governing Law and Interpretation.
This Agreement has been made in and shall be construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts,
without giving effect to the principles of conflicts of law thereof.
16. Dispute Resolution.
If the parties hereto are unable to resolve any disagreement
or dispute relating to this Agreement within 20 days, such disagreement or
dispute shall be resolved by a nationally recognized law firm or accounting firm
expert in Tax matters that is mutually acceptable to the parties hereto (a
"Referee"). A Referee so chosen shall resolve any such disagreement pursuant to
such procedures as it may deem advisable. Any such resolution shall be binding
on the parties hereto without further recourse. Except as otherwise provided
herein, the costs of any Referee shall be apportioned between MAPICS and Marcam
Solutions as determined by such Referee in such manner as the Referee deems
reasonable, taking into account the circumstances of the dispute, the conduct of
the parties and the result of the dispute.
17. Counterpart.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
18. Assignments; Third Party Beneficiaries.
Except as provided below, this Agreement shall be binding upon
and shall inure only to the benefit of the parties hereto and their respective
successors and assigns. This Agreement is not intended to benefit any person
other than the parties hereto and such successors and assigns, and no such other
person shall be a third party beneficiary hereof.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the day and year first written above.
MARCAM CORPORATION
By:______________________
Title:___________________
MARCAM SOLUTIONS, INC.
By:______________________
Title:___________________
