EXHIBIT 10.7
RELEASE AGREEMENT
This RELEASE AGREEMENT ("Agreement") is made this day 28th of May,
2002, among THE NETPLEX GROUP, INC., a New York corporation ("Netplex"), having
an address at 0000 Xxxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, U.S.A.,
CGI INFORMATION SYSTEMS & MANAGEMENT CONSULTANTS, INC., a Delaware corporation
("CGI"), having an address at 0000 Xxxxxxxxxx Xxxxxx West, 5th Floor, Montreal,
Quebec, Canada H3A 2M8, THE VIALINK COMPANY, a Delaware corporation, and
formerly known as APPLIED INTELLIGENCE GROUP, INC. ("ViaLink"), having an
address at 00000 Xxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx, 00000, and OKLAHOMA
CHRISTIAN INVESTMENT CORPORATION, a Oklahoma corporation ("OCIC"), having an
address at X.X. Xxx 00000, Xxxxxxxx Xxxx, Xxxxxxxx, 00000-0000, with reference
to the following:
(a) OCIC, as landlord, and ViaLink, as tenant, are parties to a certain
Lease Agreement, dated October 3, 1994, as amended by documents, dated January
26, 1995 and June 2, 1995 (the "Lease"), covering the premises located at 00000
Xxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000 (the "Premises).
(b) ViaLink, as sublandlord, and Netplex, as subtenant, are parties to
a Sublease, dated September 30, 1998 (the "Sublease"), covering a portion of the
Premises, as more particularly described in the Sublease (such portion of the
Premises being herein referred to as the "Subleased Premises").
(c) On or about May 15, 2002, CGI purchased the assets pertaining to
the Retail Practice Division of Netplex Systems, Inc., a wholly owned subsidiary
of Netplex. In connection with such asset purchase, Netplex, CGI, ViaLink and
OCIC have signed, or will sign, a certain Assignment and Assumption of Sublease
and Sublease Rent Direction, dated May 28, 2002 (the "Sublease Assignment"),
under which, among other things, Netplex assigned to CGI the Sublease, and CGI
accepted such assignment and assumed the Sublease. A photocopy of the Sublease
Assignment is attached to this Agreement as Exhibit "A."
(d) By means of this Agreement, OCIC desires to release ViaLink's
liability for performance of the obligations of the tenant under the Lease; CGI
and Netplex desire to release ViaLink's liability for performance of the
obligations of the sublandlord under the Sublease; and ViaLink desires to
terminate all liability of OCIC, Netplex and/or CGI to ViaLink. In addition,
OCIC and CGI will confirm that the Sublease and the Lease, to the extent it is
incorporated into the Sublease, will continue in full force and effect as a
direct lease between OCIC and CGI.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Netplex, CGI, ViaLink and OCIC
agree as follows:
1. ViaLink represents, warrants and covenants that, except for the
Sublease, ViaLink has not previously assigned, conveyed, transferred, pledged,
mortgaged, encumbered or otherwise alienated its interest under the Lease or its
interest under the Sublease or any of its right, title or interest in and to the
Premises, that ViaLink has full right, power and authority to execute this
Agreement, and that this Agreement does not conflict with, contradict or
otherwise violate any other contract, agreement, security document, undertaking,
judicial order, governmental rule, regulation or requirement or any other
covenant or restriction by which ViaLink is or may be bound.
2. Subject to satisfaction of the following requirements, OCIC releases
ViaLink from all responsibilities, obligations and liabilities of tenant under
the Lease which have accrued to date or which may hereafter accrue. Conditions
precedent to the foregoing release are as follows:
(a) ViaLink shall pay to OCIC the sum of $100,000.00 by. wire
transfer immediately upon receipt of a fully executed counterpart of this
Agreement and the Sublease Assignment, which delivery may be by way of facsimile
transmission (to ViaLink at 972-934-5583); provided, that if the Xxxxxx Xxxxx
wire transfer time has passed when said counterparts are received, then the wire
transfer from ViaLink to OCIC shall be made on the following banking day.
ViaLink acknowledges and agrees that the security deposit under the Lease has
been properly applied by OCIC to payment of past due rent under the Lease.
(b) ViaLink shall sign and deliver, by way of next day courier
service such as Airborne Express, to OCIC a $100,000.00 Promissory Note in the
form of Exhibit "B" attached to this Agreement, immediately upon receipt of a
fully executed counterpart of this Agreement and the Sublease Agreement.
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(c) ViaLink shall sign and deliver to OCIC a Xxxx of Sale in
the form of Exhibit "C" attached to this Agreement, on or before the close of
business on Wednesday, May 22, 2002, which Xxxx of Sale shall cover all of
ViaLink's furniture, fixtures, equipment, and other personal property located in
the Premises (collectively, "Personal Property"). In other words, in partial
consideration of its obligation to pay delinquent rent, ViaLink hereby agrees
that title to all such Personal Property located in the Premises is hereby
transferred to OCIC. Such property includes, without limitation, the rolling
file system, which is located on the first floor of the Premises and which is
sometimes referred to as the "Lundia Filing System."
(d) ViaLink, Netplex and CGI shall sign and deliver to OCIC
the Sublease Assignment on or before the close of business on Wednesday, May 22,
2002.
3. Subject to satisfaction of the requirements listed in paragraph 2
above, Netplex and CGI each hereby release ViaLink from any responsibilities,
obligations and liabilities as Sublandlord under the Sublease, which have
accrued to date or which are hereafter accrued under the terms of the Sublease.
4. ViaLink hereby assigns to OCIC all of ViaLink's right, title and
interest in, to and under the Sublease. OCIC and CGI, as assignee of Netplex's
interest in, to and under the Sublease, hereby consents to such assignment and
agrees that the Sublease and those parts of the Lease which are incorporated
into the Sublease, collectively continue in full force and effect as a direct
lease between OCIC, as landlord, and CGI, as tenant.
5. ViaLink hereby releases Netplex, CGI and OCIC from any
responsibilities, obligations and liabilities to ViaLink which have accrued to
date in connection with or relating to the Lease, the Premises, the Sublease or
the Subleased Premises or any action or inaction by Netplex, CGI or OCIC in
connection with or arising out of the Lease, the Premises, the Sublease or the
Subleased Premises. Hereafter, none of the released parties shall have any
responsibilities, obligations or liabilities to ViaLink in connection with or
arising out of the Lease, the Premises, the Sublease or the Subleased Premises.
6. Each party to this Agreement ratifies and confirms its
representations, warranties, covenants and agreements set forth in the Sublease
Assignment.
7. This Agreement and the Sublease Agreement contain the entire
agreement between the parties regarding the subject matter hereof, and this
Agreement shall be binding upon the parties hereto and shall inure to the
benefit of and bind the respective successors and assigns.
8. This Agreement may be executed with any number of counterparts,
which together shall constitute a single document evidencing the agreement of
the parties.
[signature page follows]
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IN WITNESS WHEREOF, this Agreement is executed effective as of the date
set forth above.
NETPLEX:
THE NETPLEX GROUP, INC.
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: President
CGI:
CGI INFORMATION SYSTEMS & MANAGEMENT
CONSULTANTS, INC.
By: /s/ Xxxxx Xxxx'
------------------------------------
Name: Xxxxx Xxxx'
Title: Executive Vice President
VIALINK:
THE VIALINK COMPANY, formerly known as
APPLIED INTELLIGENCE GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
OCIC:
OKLAHOMA CHRISTIAN INVESTMENT CORPORATION
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
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STATE OF )
---------------------------
) ss.
COUNTY OF )
--------------------------
This instrument was acknowledged before me on ______________,
2002, by Xxxx Xxxxx as President of The Netplex Group, Inc..
/s/ Notary Public
--------------------------------
Notary Public
My Commission Expires:
-----------------------------------
(SEAL)
STATE OF )
---------------------------
) ss.
COUNTY OF )
--------------------------
This instrument was acknowledged before me on ______________,
2002, by Xxxxx Xxxxx as Chairman of the Board and Chief Executive Officer of CGI
Information Systems & Management Consultants, Inc..
/s/ Notary Public
--------------------------------
Notary Public
My Commission Expires:
-----------------------------------
(SEAL)
STATE OF )
) ss.
COUNTY OF )
--------------------------
This instrument was acknowledged before me on ______________,
2002, by __________________________ as __________________ of The ViaLink
Company, formerly known as Applied Intelligence Group, Inc.
/s/ Notary Public
--------------------------------
Notary Public
My Commission Expires:
-----------------------------------
(SEAL)
Page 4 of 5
STATE OF )
) ss.
COUNTY OF )
--------------------------
This instrument was acknowledged before me on ______________,
2002, by _________________________ as _________ President of Oklahoma Christian
Investment Corporation.
/s/ Notary Public
--------------------------------
Notary Public
My Commission Expires:
-----------------------------------
(SEAL)
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