RELEASE
For and in consideration of that certain Enterprise Engines, Inc. Stock
Purchase Agreement by and among QAD INC. (the "Purchaser"), XXXXX X. XXXXXX (the
"Seller") and ENTERPRISE ENGINES, INC. (the "Company") dated December 15, 1999
(the "Stock Purchase Agreement"), Purchaser, Seller and the Company hereby enter
into this Mutual Release.
1. Release by Seller. Seller does hereby fully and forever release and
discharge the Purchaser and the Company, and any and all entities owned or
controlled by any of the foregoing, and all the officers, directors, employees
and agents of those entities (collectively, the "Purchaser Releasees") from and
against any and all claims, causes of action, rights, damages, costs, losses or
expenses or any other claims, causes of action or rights of any kind whatsoever,
whether known or unknown (collectively, the "Purchaser Claims") that the Seller
may assert on the basis of facts in existence on the date hereof against the
Purchaser Releasees arising out of, or in any way related to or connected with
the Purchaser Releasees, provided, however, that the Purchaser Releasees shall
not be released and discharged of any Purchaser Claims directly related to (i)
the Stock Purchase Agreement, (ii) the Promissory Note, (ii) the QAD Stock,
(iii) the Consulting Agreement or (iv) the Noncompetion Agreement (all as
defined in the Stock Purchase Agreement).
2. Release by Purchaser and the Company. Purchaser and the Company do
hereby fully and forever release and discharge the Seller from and against any
and all claims, causes of action, rights, damages, costs, losses or expenses or
any other claims, causes of action or rights of any kind whatsoever, whether
known or unknown (collectively, the "Seller Claims") that the Purchaser or the
Company may assert on the basis of facts in existence on the date hereof against
the Seller arising out of, or in any way related to or connected with the
Seller, provided, however, that the Seller shall not be released and discharged
of any Seller Claims directly related to (i) the Stock Purchase Agreement, (ii)
the Consulting Agreement or (iii) the Noncompetion Agreement (all as defined in
the Stock Purchase Agreement).
3. Section 1542. Seller, Purchaser and the Company agree that this Mutual
Release shall also apply to those types of claims set forth in Section 1542 of
the California Civil Code, which provides:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
4. No Assignment. Each of Seller, Purchaser and the Company represents that
it has not assigned any claims that it may have and is fully able to sign this
Mutual Release. Each of Seller Purchaser and the Company further agree that it
has sought independent counsel prior to the execution of this Mutual Release.
Executed this 15th day of December, 1999.
PURCHASER:
QAD Inc.
By: /s/ X.X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
SELLER:
/s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
COMPANY:
ENTERPRISE ENGINES, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
