Exhibit 10.18
CONFIDENTIAL MATERIAL
FILED UNDER SEAL
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This Settlement Agreement is subject to a
confidentiality agreement as established in
Section 10.0 of this Settlement Agreement and
shall be treated as confidential, and must not
be shown to any person except as authorized in
Section 10.0 of this Settlement Agreement.
CONFIDENTIAL SETTLEMENT AGREEMENT
---------------------------------
This Settlement Agreement (the "Agreement") is entered into between
KPMG Peat Marwick LLP ("KPMG"), on the one hand, and Xxx X. Xxxxxxxxx, Xxxxxxx
X. Xxxxxx III, Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxx Xxxxx, Xxxxxx X.
Xxxxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxx X. Xxxx, Xxxx X. XxXxxxx,
Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx, and
N. Xxx Xxxxx (collectively, the "Departing Partners"), and each of the persons
appearing on Exhibit B hereto (collectively the persons on Exhibit B shall be
referred to as the "Departing Personnel"), Answerthink Consulting Group, Inc.
("Answerthink"), Interprise Technology Solutions, Inc. ("ITS"), Xxxxxx Xxxxxx
("Xxxxxx"), and Xxxxxx Capital Management ("Xxxxxx Capital"), on the other. The
Agreement shall take effect on the date the last signatory hereto executes the
Agreement (the "Effective Date").
RECITALS
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WHEREAS, the Departing Partners were or are partners of KPMG, and each
of them entered into the KPMG Peat Marwick LLP Articles of Partnership, as
amended through August 15, 1994 (the "Articles of Partnership");
WHEREAS, the Departing Personnel were or are employees of KPMG;
WHEREAS, Answerthink and ITS are Florida corporations that Messrs.
Xxxxxxxxx, Xxxxxx, Xxxxx, and Xxxxxx have caused to be formed to engage in the
business of offering strategic consulting services;
WHEREAS, the Departing Partners and Departing Personnel have each
resigned or announced their intent to resign from KPMG and have become or
announced their intent to become affiliated with ITS and/or Answerthink;
WHEREAS, certain disputes have arisen among the parties to the
Agreement relating to the departures from KPMG of the Departing Partners and the
Departing Personnel and the formation of ITS and Answerthink;
WHEREAS, on February 24, 1997, KPMG served on Messrs. Xxxxxxxxx,
Xxxxxx, Xxxxx, and Xxxxxx a demand for arbitration regarding certain of these
disputes and filed an action in the Court of Chancery of the State of Delaware
in and for New Castle County, entitled KPMG Peat Marwick LLP v. Xxx X.
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Xxxxxxxxx, Xxxxxxx X. Xxxxxx III, Xxxxx X. Xxxxx, and Xxxxx X. Xxxxxx, Case No.
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15570, seeking injunctive relief pending completion of the arbitration ("the
Action").
WHEREAS, on April 17, 1997, KPMG served on the remaining Departing
Partners a demand for arbitration;
WHEREAS, KPMG maintains that it has similar putative claims against
the Departing Personnel, Answerthink, ITS, Xxxxxx, and Xxxxxx Capital;
WHEREAS, the Departing Partners maintain they have putative claims
against KPMG and certain of its existing partners;
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WHEREAS, each party hereto denies any wrongdoing on his respective
part; and
WHEREAS, the parties to this Agreement desire to resolve their
differences in order to avoid the further expense, inconvenience, and
uncertainty of litigation and/or arbitration.
NOW THEREFORE, in consideration of the covenants and agreements
contained herein, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.0 AGREED ORDER
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1.1 Within two business days of the Effective Date, the parties shall
present to the Court an Agreed Order which attaches the Agreement and provides
for the Court retaining jurisdiction to enforce the Agreement. A copy of the
proposed Agreed Order is attached hereto as Exhibit A. The entry of the
attached Agreed Order is a material condition of the Agreement, and without
entry of such an Agreed Order the Agreement shall be null and void.
2.0 RESTRICTIONS ON CLIENTS
-----------------------
2.1 For a period of two years commencing on December 31, 1996, the
Departing Partners, the Departing Personnel, Answerthink, ITS, Xxxxxx, Xxxxxx
Capital, and anyone acting in concert or privity with any of them, shall
strictly abide by the terms of Article III, Section 9(b)(i) of the Articles of
Partnership.
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3.0 RESTRICTIONS ON CONTACT WITH PERSONNEL
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3.1 For a period of two years following December 31, 1996, neither
the Departing Partners, the Departing Personnel, Answerthink ITS, Xxxxxx
Capital, nor any other business with which any of them are affiliated, shall,
either directly or indirectly, hire, retain, subcontract with, employ or use as
an advisor or consultant, appoint to the Board of Directors of Answerthink ITS,
Xxxxxx Capital, or any affiliate thereof, otherwise contract with, or have any
communications of any kind regarding the foregoing with any employee or partner
of KPMG. For the same period of time, KPMG shall not directly or indirectly
solicit any of the Departing Partners, the Departing Personnel, or employees of
Answerthink to join KPMG.
4.0 KPMG PROPERTY
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4.1 The Departing Partners, the Departing Personnel, Answerthink,
ITS, Xxxxxx, and Xxxxxx Capital shall return to KPMG within five days of the
Effective Date any and all property and materials in their possession owned by
KPMG or relating to KPMG's business, including but not limited to any such
property or material obtained from KPMG, created by KPMG, created by a Departing
Partner or Departing Personnel while affiliated with KPMG, or computer equipment
and information stored on or in such equipment. Any destruction or deletion of
such documents, material, or equipment will constitute a breach of the
Agreement.
5.0 SEPARATION DATES, PROFIT PARTICIPATIONS, DEBTS, AND BENEFITS
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5.1 Xxxxxxxxx, Xxxxxx, Xxxxx, and Xxxxxx expressly acknowledge that
their withdrawal from KPMG shall be effective for all purposes as of November
30,
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1996. All other Departing Partners expressly acknowledge that their withdrawal
from KPMG shall be effective for all purposes as of March 21, 1997, except that
the effective withdrawal dates for Xxxxxxx Xxxx, Xxxxx Xxxxxxx, Xxx Xxxxx, and
Xxxxx Xxxxx shall be: May 9, 1997 for Xxxx; May 7, 1997 for Xxxxxxx; April 17,
1997 for White; and May 31, 1997 for Xxxxx.
5.2 The Departing Personnel expressly acknowledge that their
withdrawal from KPMG shall be effective for all purposes as of the dates
provided for each on Exhibit B hereto.
5.3 The Departing Partners' agree and acknowledge that they are
waiving any claim and shall not be entitled to any accrued vacation. The
Departing Personnel are not waiving any accrued vacation to which they may be
entitled.
5.4 The Departing Partners' profit participation, capital balances,
and authorized but unreimbursed expenses and any other amounts due them shall be
paid to them by KPMG on or before June 1, 1997 net of usual and ordinary
deductions. All of the Departing Partners expressly agree and acknowledge that
they are obliged to repay all outstanding loans, debts, or advances owing by
them to KPMG. On or before June 1, 1997, KPMG shall deduct a Departing
Partner's loans, debts, and advances from the amount due for such Departing
Partner's profit participation.
5.5 KPMG agrees and acknowledges that the Departing Partners are
waiving any claim and shall not be entitled to any incentive compensation and
KPMG and the Departing Partners agree and acknowledge that the calculation of
the Departing Partners' profit participation shall be based upon unit values for
KPMG's fiscal year ending June 30, 1996, and the number of units originally
assigned to the
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Departing Partners for the KPMG fiscal year starting July 1, 1996, and shall not
include any contribution to an incentive compensation pool. KPMG agrees to pay
all pension and retirement benefits of the Departing Partners and the Departing
Personnel as they become due and payable.
6.0 TAX SUPPORT
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6.1 KPMG shall provide all Departing Partners with the same tax
support for their 1996 and 1997 tax returns in accordance with KPMG's provision
of those services to current partners.
7.0 INDEMNITY
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7.1 KPMG will indemnify and hold harmless the Departing Partners and
Departing Personnel against claims, losses, damages and liabilities arising out
of KPMG's or their acts, errors, or omissions in the conduct of any activities
or professional services performed on behalf of or at the request of KPMG to the
same extent that other former partners or employees of KPMG are indemnified or
held harmless based on KPMG's professional indemnity insurance policies. The
Departing Partners and Departing Personnel agree, without additional
compensation, to cooperate fully with KPMG in the defense of any such claims,
losses, damages, or liabilities, including permitting KPMG's attorneys to
represent them at KPMG's expense.
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8.0 VIOLATION OF SETTLEMENT AGREEMENT
---------------------------------
8.1 The Court of Chancery of the State of Delaware in and for New
Castle County ("Chancery Court") shall retain jurisdiction to enforce the terms
of the Agreement. In the event that any party believes that there has been a
breach of the Agreement, the party shall have the right to petition the Chancery
Court for specific performance, injunctive, equitable, and/or any other relief.
All parties to the Agreement agree to submit and consent to the jurisdiction of
the Chancery Court for purposes of enforcement of the Agreement. The prevailing
party in any action brought pursuant to this section 6.1 shall be entitled to
recover from any or all non-prevailing parties all reasonable costs and
attorneys' fees incurred to enforce the terms of this Agreement.
9.0 RELEASES
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9.1 KPMG, for itself and each of its partners, principals, employees,
agents, representatives, affiliates, and successors in interest hereby releases
the Departing Partners, the Departing Personnel, their estates, heirs,
executors, administrators, legal representatives, personal representatives,
successors, and assigns (the "Departing Releasees") from any and all claims,
demands, obligations, causes of action, rights, or damages of any kind or nature
whatsoever, whether in law or equity, that KPMG has or has ever had against the
Departing Releasees, provided that the parties expressly agree and acknowledge
that any claim under this Agreement is not subject to this release and is
expressly reserved.
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9.2 Each of the Departing Partners and the Departing Personnel,
personally and for his estate, heirs, executors, administrators, legal
representatives, personal representatives, successors, assigns, and anyone with
any claim on his behalf, hereby releases KPMG and each of its officers, director
partners, principals, employees, agents, representatives, affiliates, assigns,
and successors in interest (the "KPMG Releasees") from any and all claims,
demands, causes of action, rights, or damages of any kind or nature whatsoever,
whether in law or equity, that the Departing Partners or the Departing
Personnel, or any of them, has or has ever had against the KPMG Releasees,
provided that the parties expressly agree and acknowledge that any claim under
this Agreement is not subject to this release and is expressly reserved.
Without limiting the generality of the foregoing, this release includes any
putative defamation claim against the KPMG Releasees.
9.3 The KPMG Releasees hereby release Answerthink and ITS, as well as
their respective officers, directors, shareholders, employees, agents,
representatives, affiliates, investors, successors, and assigns (the
"Answerthink Releasees"), from any and all claims, demands, obligations, causes
of action, rights, or damages of any kind or nature whatsoever, whether in law
or equity, that KPMG has or has ever had against the Answerthink Releasees,
provided that the parties expressly agree and acknowledge that any claim under
this Agreement is not subject to this release and is expressly reserved.
9.4 The Answerthink Releasees hereby release the KPMG Releasees from
any and all claims, demands, obligations, causes of action, rights, or damages
of any kind or nature whatsoever, whether in law or equity, that Answerthink or
ITS has
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had or has ever had against the KPMG Releasees, provided that the parties
expressly agree and acknowledge that any claim under the Agreement is not
subject to this release and is expressly reserved.
9.5 The KPMG Releasees hereby release Xxxxxx and Xxxxxx Capital as
well as their officers, directors, shareholders, employees, agents,
representatives, affiliates, investors, estate, heirs, executors,
administrators, assigns and successors in interest (the "Xxxxxx Releasees"),
from any and all claims, demands, obligations, causes of action, rights, or
damages of any kind or nature whatsoever, whether in law or equity, that the
KPMG Releasees have or have ever had against the Xxxxxx Releasees, provided that
the parties expressly agree and acknowledge that any claim under this Agreement
is not subject to this release and is expressly reserved.
9.6 The Xxxxxx Releasees hereby release the KPMG Releasees from any
and all claims, demands, obligations, causes of action, rights, or damages of
any kind or nature whatsoever, whether in law or equity, that the Xxxxxx
Releasees have or have ever had against the KPMG Releasees, provided that the
parties expressly agree and acknowledge that any claim under this Agreement is
not subject to this release and is expressly reserved.
10.0 CONFIDENTIALITY AND NON-DISPARAGEMENT
-------------------------------------
10.1 The parties hereto and their attorneys, and any person connected
to, affiliated with, or in privity with the parties or their attorneys, shall
keep and maintain in strict confidence all of the terms of this Agreement and
not voluntarily publish, display, disclose or characterize the provisions or
terms of the Agreement to anyone who is not a party to the Settlement Agreement.
Further, KPMG on the one
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hand, and the Departing Partners, the Departing Personnel, Answerthink, ITS,
Xxxxxx Capital, and Xxxxxx, on the other, agree not to make any public
defamatory or disparaging remarks about the other. The parties expressly agree
that KPMG may disclose and characterize the terms of this Agreement to KPMG
partners and employees, in a manner not inconsistent with the foregoing terms of
this paragraph of this Agreement. Similarly, the parties expressly agree that
Answerthink may disclose and characterize the terms of this Agreement to its
employees, in a manner not inconsistent with the foregoing terms of this
paragraph of this Agreement. The parties agree and acknowledge that the
provisions in this paragraph are a material part of the Agreement.
10.2 Exceptions to the confidentiality requirements established in
paragraph 10.1 may arise under the following circumstances: (a) such disclosure
as may be agreed to in writing by the Parties; (b) such disclosure as is
required by law; or (c) such disclosure as reasonably may be required for
auditing or tax purposes. The parties and their attorneys may state in response
to inquiries: "The case has been resolved upon terms acceptable to all parties."
In addition, upon entry of the Consent Decree by the Court, the parties may, if
they jointly choose to do so and agree upon the specific wording thereof, cause
a joint press release to issue announcing that the parties have amicably
resolved their differences. No other press releases shall be issued relating to
the Agreement or the parties' disputes.
10.3 Prior to making such disclosure as is permitted by paragraph
10.2(b), the party seeking to make the disclosure shall provide prompt notice in
advance of disclosure to the other parties to allow them an opportunity to seek
additional protection, whether from a court or other authority, or through other
means. Each party shall cooperate with the other parties in ensuring that the
parties receive adequate information and opportunity to seek
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additional protection, whether from a court or other authority, or through other
means. Each party shall cooperate with the other parties in ensuring that the
parties receive adequate information and opportunity to seek additional
protection from a court or other authority, or through other means.
11.0 NOTICE
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11.1 Any notices, requests, claims, demands, and other communications
hereunder shall be in writing and shall be deemed delivered if given by hand,
express-mail delivery, facsimile, or by United States mail (registered or
certified mail, postage prepaid, return receipt requested) to the parties as
follows:
If to KPMG, notices shall be directed to:
Xxxx X. Xxxxxxx
Deputy General Counsel
KPMG Peat Marwick LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
and
Xxxx X. Xxxx
Xxxxxx & Xxxxxx
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
If to Answerthink, ITS, the Departing Partners, or the Departing
Personnel:
Xxx Xxxxxxxxx
000 Xxxxxx Xxxx
Xxx Xxxxxxxx, XX 00000
and
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S. Xxxxxx Xxxxx
Hanzman, Criden, Korge
& Chaykin, P.A.
First Union Financial Center
Suite 2100
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx, XX 00000
If to Xxxxxx or Xxxxxx Capital:
Xxxxxx Xxxxxx
Xxxxxx Capital Management
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
12.0 MISCELLANEOUS
-------------
12.1 This Agreement contains the entire agreement between the parties
with regard to the matters set forth in it and supersedes any and all prior
agreements, understandings and negotiations, whether written or oral, of the
parties hereto relating to the subject matter hereof, except that to the extent
not waived or modified herein applicable provisions of the Articles of
Partnership remain in full force and effect.
12.2 This Agreement may be amended, or any right or condition
hereunder waived, only by written instrument signed by the party against whom
such amendment or waiver is sought to be enforced.
12.3 No waiver by any party to this Agreement of any breach of any of
the covenants, agreement, or undertakings contained in this Agreement shall be
construed as a waiver of any succeeding breach of the same or of any other
covenant, agreement, or undertaking, nor shall any such waiver affect the right
of any party to this Agreement to require the strict performance thereof on a
subsequent occasion.
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12.4 The headings herein have been inserted for convenience of
reference only, and shall not modify, define, expand or limit any of the
provisions contained in this Agreement.
12.5 This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original instrument, but all such counterparts
together shall constitute one and the same instrument. Moreover, this Agreement
is neither effective nor enforceable unless and until all Departing Partners,
Departing Personnel, Answerthink, ITS, Xxxxxx and Xxxxxx Capital, as well as
KPMG, sign this Agreement.
12.6 This Agreement shall be governed in all respects by Delaware
law.
13.0 ARBITRATION
-----------
13.1 Upon the Effective Date, this Agreement shall constitute the
withdrawal with prejudice of KPMG's above-referenced demands for arbitration
against the Departing Partners.
IN WITNESS WHEREOF, the parties, have executed this Settlement
Agreement as of the date of the last signatory hereto.
KPMG PEAT MARWICK LLP INTERPRISE TECHNOLOGY
SOLUTIONS, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------- -------------------------------
Dated: May 8 , 1997 Dated: May 8 , 1997
------------------ ---------------------
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ANSWERTHINK CONSULTING GROUP, INC.
By: /s/ Xxx X. Xxxxxxxxx
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Dated: May 8 , 1997
----------------------
XXX X. XXXXXXXXX XXXXXXX X. XXXXXX, III
By: /s/ Xxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx, III
----------------------------- ------------------------------
Dated: May 8 , 1997 Dated: May 8 , 1997
-------------------- ---------------------
XXXXX X. XXXXX XXXXX X. XXXXXX
By: /s/ Xxxxx R,. Xxxxx By: /s/ Xxxxx X. Xxxxxx
----------------------------- ------------------------------
Dated: May 8 , 1997 Dated: May 9 , 1997
-------------------- ---------------------
XXXXXX X. XXXXXXXXXX XXXXXXX X. XXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------- ------------------------------
Dated: May 13 , 1997 Dated: May 9 , 1997
-------------------- ---------------------
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XXXXX X. XXXXXXX XXXX X. XXXX
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxx
----------------------------- ------------------------------
Dated: May 9 , 1997 Dated: May 9 , 1997
-------------------- ---------------------
XXXX X. XxXXXXX XXXXX X. XXXXXXX
By: /s/ Xxxx X. XxXxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------------- ------------------------------
Dated: May 12 , 1997 Dated: May 9 , 1997
-------------------- ---------------------
XXXXXXX X. XXXX XXXXXXX X. XXXXXXXX
By: [signature appears here] By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------- ------------------------------
Dated: ____________________, 1997 Dated: May 12 , 1997
---------------------
XXXXXX X. XXXXXXXX XXXXX XXXXX
By: /s/ Xxxxxx X. Xxxxxxxx By: [signature appears here]
----------------------------- ------------------------------
Dated: May 9 , 1997 Dated: _____________________, 1997
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N. XXX XXXXX XXXXXX CAPITAL MANAGEMENT, INC.
By: /s/ N. Xxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------
Dated: May 9 , 1997 Dated: May 8 , 1997
-------------------- ---------------------
XXXXXX XXXXXX XXXXXX XXXXX
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxx
----------------------------- ------------------------------
Dated: May 8 , 1997 Dated: May 8 , 1997
-------------------- ---------------------
XXXX XXXXXXXX XXXXX XXXXXXX
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxx
----------------------------- ------------------------------
Dated: May 13 , 1997 Dated: May 15 , 1997
-------------------- ---------------------
XXXXXXX XXXXXX XXX XXXXXX
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxx X. Xxxxxx
----------------------------- ------------------------------
Dated: May 14 , 1997 Dated: May 8 , 1997
-------------------- ---------------------
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XXXXX XXXXXXXXXXX XXX XXXXXX
By: /s/ Xxxxx Xxxxxxxxxxx By: /s/ Xxx Xxxxxx
----------------------------- ------------------------------
Dated: May 13 , 1997 Dated: May 13 , 1997
-------------------- ---------------------
XXXXXXX XXXXXXXXXXX XXXX XXXX
By: /s/ Xxxxxxx Xxxxxxxxxxx By: /s/ Xxxx Xxxx
----------------------------- ------------------------------
Dated: May 13 , 1997 Dated: May 14 , 1997
-------------------- ---------------------
XXXXX XXXXX XXXXX XXXXXX
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
----------------------------- ------------------------------
Dated: May 14 , 1997 Dated: May 12 , 1997
-------------------- ---------------------
XXXXXX XXXXXXX XXX XXXXX
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxx Xxxxx
----------------------------- ------------------------------
Dated: May 19 , 1997 Dated: May 15 , 1997
-------------------- ---------------------
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XXXX XXXXXX XXXX XXXXXXXX
By: /s/ Xxxx Xxxxxx By: [signature appears here]
----------------------------- ------------------------------
Dated: May 9 , 1997 Dated: _____________________, 1997
--------------------
XXXX XXXXX XXXXXX XXXXXXXX
By: [signature appears here] By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------- ------------------------------
Dated: ____________________, 1997 Dated: May 9 , 1997
---------------------
XXXX XXXXX XXXXXXXX XXXXXX
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxx
----------------------------- ------------------------------
Dated: May 12 , 1997 Dated: May 12 , 1997
-------------------- ---------------------
XXXX XXXXXX XXXXX XXXXXXXXXX
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx Xxxxxxxxxx
----------------------------- ------------------------------
Dated: May 12 , 1997 Dated: May 8 , 1997
-------------------- ----------------------
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XXXXX XXX XXXXXXXXX XXXXX
By: /s/ Xxxxx Xxx By: /s/ Xxxxxxxxx Xxxxx
----------------------------- ------------------------------
Dated: May 8 , 1997 Dated: May 12 , 1997
-------------------- ---------------------
XXXXXXX XXXXXXX XXXX XXXXXXX
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
----------------------------- ------------------------------
Dated: May 21 , 1997 Dated: May 9 , 1997
-------------------- ---------------------
XXXX XXXXXXXXXXX XXXXX LAHTIO
By: /s/ Xxxx Xxxxxxxxxxx By: /s/ Xxxxx Lahtio
----------------------------- ------------------------------
Dated: May 12 , 1997 Dated: May 9 , 1997
-------------------- ---------------------
XXXXX XXXXX XXXXX XxXXXXX
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx XxXxxxx
----------------------------- ------------------------------
Dated: May 9 , 1997 Dated: May 12 , 1997
-------------------- ---------------------
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XXXX SAN XXXXXX XXXXXXXX XXXXXXX
By: /s/ Xxxx San Xxxxxx By: /s/ Xxxxxxxx Nadoitti
---------------------------- ------------------------------
Dated: May 12 , 1997 Dated: May 9 , 1997
--------------------- ---------------------
XXXXX XXXX XXXXX XXXXXXXXX
By: /s/ Xxxxx Xxxx By: /s/ Xxxxx Xxxxxxxxx
----------------------------- ------------------------------
Dated: May 8 , 1997 Dated: May 12 , 1997
-------------------- ---------------------
XXXX XXXXXXX XXXXX XXXXXXX
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxx
----------------------------- ------------------------------
Dated: May 8 , 1997 Dated: May 15 , 1997
-------------------- ---------------------
XXXXX XXXXX XXXXXX XXXXXXX
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx Xxxxxxx
------------------------------ ------------------------------
Dated: May 9 , 1997 Dated: _____________________, 1997
---------------------
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The Exhibits to this Confidential Settlement Agreement are not included with
this Registration Statement on Form S-1. Answerthink will provide these
exhibits upon the request of the Securities and Exchange Commission.
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