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SETTLEMENT AND RELEASE AGREEMENT
This SETTLEMENT AND RELEASE AGREEMENT ("AGREEMENT") is entered into as of the date last
signed below by and between YOSSIE HOLLANDER, an individual ("HOLLANDER"), NEW DIMENSION
SOFTWARE LTD., an Israeli corporation and all of its subsidiaries and affiliated companies including, without
limitation, New Dimension Software Inc. ("NDS"), RONI A. EINAV, an individual ("EINAV"), DALLA
PRASHKER an individual ("PRASHKER"), EINAV COMPUTER SYSTEMS LTD., an Israeli corporation
("ECS"), YEHUDA KAHANE, an individual ("KAHANE"), NACHUM ROZMAN, an individual
("ROZMAN"), ELI TALMOR, an individual ("TALMOR").
NOW THEREFORE, in consideration of the promises, covenants and other good and valuable consideration set
forth herein, it is hereby agreed by and between the Parties as follows:
1.1. PREAMBLE, SCHEDULE AND CAPTIONS
The Preamble and Schedules to this Agreement constitute an integral part hereof. The Agreement's captions are
provided for the sake of convenience only and shall not be used to constitute the provisions hereof.
IN THIS AGREEMENT:
"EFFECTIVE DATE" - this Agreement is conditioned upon, and shall be effective only on the Closing of the
Proposed Transaction (as such a term is defined in the Draft Agreement).The Closing date of the Proposed
Transaction shall be deemed as the Effective date of this Agreement. Should the Proposed Transaction not Close
prior to the Termination Date, all promises, covenants and releases given in this Agreement, and the Agreement
itself, shall be null, void and unenforceable and with no further force or effect.
"TERMINATION DATE" June 30, 1999, provided the Effective Date does not occur prior thereto;
"DIRECTORS" - shall mean each and any of NDS past and present directors.
"RELEASEES" - shall mean each and any of the parties to this Agreement, MICHAEL KARASH, an individual,
the Directors and any and all of their present and past agents, professional and other advisors and consultants,