ASSIGNMENT OF REAL ESTATE LEASE

Exhibit 10.18

ASSIGNMENT OF REAL ESTATE LEASE

     Sterling Direct, Inc., a Missouri corporation, One American Eagle Plaza, Earth City, Missouri 63045 (“Assignor”) for value received, does hereby assign and transfer to The Reynolds and Reynolds Company, an Ohio corporation, 115 South Ludlow Street, Dayton, Ohio 45402 (“Assignee”) as of the Closing of the transactions contemplated by the Acquisition Agreement by and between Assignor and Assignee dated as of September 16, 1999 (the “Agreement”), all of Assignor’s right, title and interest as lessee in the lease dated September 22, 1997, attached hereto as Exhibit A (the “Lease”) with Sterling Properties, L.L.C., a Missouri limited liability company, of real estate situated in the County of St. Louis, State of Missouri, as more specifically described in the Lease. This Assignment shall not amend, modify or otherwise affect the rights and obligations of the parties under the Agreement, including the parties’ respective rights and obligations under Section 19 of this Agreement. Assignor represents and warrants that a true, correct and complete copy of the Lease is attached as Exhibit A, and that no default by Assignor (or event which with notice, lapse of time or both would constitute a default by Assignor) has occurred under the Lease.

STERLING DIRECT, INC., a Missouri Corporation

By: /s/ David T. Hawkins

Title: Executive Vice President

ACCEPTANCE OF ASSIGNMENT OF REAL ESTATE LEASE

Assignee hereby accepts the foregoing Assignment of Lease as of the date of Closing and assumes and agrees to perform and be bound by all obligations, liabilities, covenants, conditions and restrictions to be done, kept or performed by or imposed upon Assignee, with respect to such Lease.

THE REYNOLDS AND REYNOLDS
COMPANY, an Ohio corporation

By: /s/ Deepak Sircar

Title: Sr. VP & GM: e CRM

LANDLORD ESTOPPEL CERTIFICATE

September 30, 1999

THE REYNOLDS AND REYNOLDS COMPANY
115 S. Ludlow Street
Dayton, OH 45402
Attn: General Counsel

Ladies and Gentlemen:

Landlord understands and acknowledges that THE REYNOLDS AND REYNOLDS COMPANY (“Reynolds”) is in the process of acquiring the business of STERLING DIRECT, INC. (“Tenant”), the current Tenant of the above-referenced property. In the even such acquisition is completed, Tenant intends to assign to Reynolds, and Reynolds intends to assume from Tenant, all of Tenant’s rights and obligations under the Lease, a copy of which is attached hereto. Landlord acknowledges that it is the lessor under the Lease and that Reynolds is relying upon Landlord’s certifications made herein, and that Landlord has executed a written consent to assignment of the Lease by Tenant to Reynolds.

Landlord hereby certifies to Reynolds that:

The statements herein contained are made for the purpose of inducing Reynolds to proceed with its acquisition of Tenant and may be relied upon for such purpose by Reynolds and its successors and assigns.

STERLING PROPERTIES, L.L.C.

By: /s/ David T. Hawkins

Print Name: David T. Hawkins

Title: Managing Member

CONSENT TO ASSIGNMENT OF LEASE BY ASSIGNOR

     The undersigned, Lessor under the Lease, hereby consents to the foregoing Assignment of Real Estate Lease and Acceptance of Assignment and Assumption of Real Estate Lease and releases Assignor from all obligations, liabilities, covenants, conditions and restrictions imposed on lessee under or pursuant to the Lease as of the Closing.

CONSENT TO ASSIGNMENT OF LEASE BY LENDER

     The undersigned, Lender under the mortgage loan to Sterling Properties, L.L.C., a Missouri limited liability company, hereby consents to the foregoing Assignment of Real Estate Lease and Acceptance of Assignment of Real Estate Lease.

SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT

          THIS SUBORDINATION, NONDISTRUBANCE AND ATTORNMENT AGREEMENT (“Agreement”) made and entered into as of the 24 ^th day of September, 1999, by and between Life Investors Insurance Company of America (“Lender”), and The Reynolds and Reynolds Company (“Tenant”)

          WHEREAS, Lendor is the owner of and holds a mortgage loan (the “Loan”) from Sterling Properties, L.L.C. (the “Landlord”) secured by a mortgage or deed of trust (the “Mortgage”) on the land described on Exhibit “A”, together with present or future improvements (the “Real Property”); and

          WHEREAS, Landlord entered into a lease with Sterling Direct, Inc. (SDI) as to all of the Real Property dated the 22 ^nd day of January, 1997 (which lease together with all amendments, options, extensions, renewals and replacements is the “Lease”); and SDI has assigned the Lease to Tenant; and

          WHEREAS, Lender and Tenant have reached certain agreements as to the subordination of that Lease to the Mortgage, as to Tenant’s attornment to Lender and as to Lender nondisturbance of Tenant, and

          WHEREAS, the parties desire to set forth in writing their agreements.

          NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained, which the parties agree and acknowledge constitute good and adequate consideration, the parties mutually agree as follows:

      1. Subordination . The Lease, all of its terms and provisions, and all of the Tenant’s rights thereunder and as to the Real Property shall be and are subordinate to the Mortgage.

      2. Consent to Assignment . The Tenant consents to the assignment of the Lease to Lendor as security for the Loan.

      3. Notice to Lender in the Event of Landlord Default; Notice to Tenant in the Event of Landlord Default . If Landlord defaults under the Lease, and upon notice, fails to cure its default within the cure period provided under the Lease, Tenant will notify Lender of the default and afford Lender a reasonable opportunity to cure the default before terminating the Lease or exercising any self-help rights from which a right of setoff would arise. If Landlord defaults under the Mortgage, Lender will provide to Tenant copies of all related notices, simultaneously with providing notices to Landlord.

      4. New Owner Obligations . If Lender forecloses the Loan, or acquires title to the Real Property by deed in lieu of foreclosure, the following terms and conditions will govern the respective rights and obligations of Tenant and Lender or other new owner of the Real Property (in either case, the “New Owner”). Neither the New Owner or anyone claiming by, through or under the New Owner:

5. Nondisturbance . The New Owner will not disturb Tenant’s quiet employment and possession of its Lease premises for so long as Tenant faithfully performs all of Tenant’s obligation under the Lease and under this Agreement. Lender will not join Tenant as a party defendant in any action or proceeding foreclosing the Mortgage, unless joining Tenant is necessary or appropriate to foreclose the Mortgage, and then only for such purposes and not for the purposes of terminating the Lease.

6. Tenant Obligations as to Payment of Rental under the Lease . This Agreement will not vary any terms of the Lease that condition Tenant’s obligation to pay rent on Landlord’s performance of its covenants under the Lease in respect of the habitability and quiet enjoyment of the Real Property, which Lender agrees shall apply to the New Owner as they have to the Landlord, provided Tenant has performed all of its obligation under Paragraph 3 of this Agreement.

7. Attornment . Subject to the other terms of this Agreement, Tenant will, upon notice of the transfer of title to the Real Property to New Owner, attorn to the New Owner and

recognize the New Owner as the landlord under the Lease from and after the date New Owner acquires title to the Real Property.

8. Notices . Any notice under this Agreement may be delivered by hand or sent by commercial delivery service or United States Postal Service express mail, in either case for overnight delivery with proof of receipt, or sent by certified mail, return receipt requested, to the following addresses:

Notice shall be deemed to have been given upon receipt if delivered by hand, on the next business day if sent for overnight delivery by commercial delivery service or United States Postal Service express mail, or three (3) business days following mailing if sent by certified mail, return receipt requested.

9. No Modification . No modification of this Agreement shall be valid unless in writing and executed by the party against whom enforcement is sought.

10. Applicable Law . This Agreement shall be construed according to and governed by the laws of the state in which the Real Property is located.

11. Successor and Assigns . This Agreement shall be binding on, and shall inure to the benefit of, the parties’ successors and assigns.

12. Counterparts . This Agreement may be executed and delivered in counterparts for the convenience of the parties.

IN WITNESS WHEREOF, the parties have signed this Subornation, Nondisturbance and Attornment Agreement as of the year and date first above written.

On this ___day of September, 1999, before me, a Notary Public in and for said county, personally appeared ___, to me personally known, who being by me duly sworn did say that that person is the ___of The Reynolds and Reynolds Company and that said instrument was signed on behalf of the said corporation by authority of its board of directors and the said ___acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first above written.

On this 24 ^th day of September, 1999, before me, a notary public in and for said county, personally appeared David R. Halfpap, to me personally known, who being by me duly sworn did say that that person is the Vice President of said corporation and that said instrument was signed on behalf of the said corporation by authority of its board of directors and the said David R. Halfpap acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first above written.

ADDENDUM TO COMMERCIAL LEASE

          This Addendum to Commercial Lease (the “Addendum”) is made on this 22 ^nd day of September, 1997, by and between STERLING PROPERTIES, L.L.C. a Missouri limited liability company (the “Lessor”) and STERLING Direct, Inc., a Missouri corporation (the “Lessee”)

          WHEREAS, Lessor and Lessee have entered into that certain Commercial Lease, of even date herewith, for the property known as One American Eagle Plaza, Earth City, Missouri 63045 (the “Premises”); and

          WHEREAS, the Lessor’s lender has requested certain revisions to the Commercial Lease, which Lessor and Lessee are willing to incorporate within the terms of said Commercial Lease; and

          NOW, THEREFORE, Lessor and Lessee have entered into this Addendum in consideration of the rental obligations and other valuable considerations made from Lessee to Lessor as follows:

     1.  NET LEASE

          It is intended that all rent provided for in the Commercial Lease shall be an absolute net return to the Lessor, and shall be paid to the Lessor without setoff, counterclaim, abatement or deduction. Accordingly, all costs, charges, expenses and obligations relating to the Premises and building, equipment or improvements on the Premises, including maintenance, repairs, costs of replacement, equipment or improvements, insurance, taxes, assessments, and all other costs, charges, expenses, obligations of any kind, now or at any time imposed upon or related to, the Premises or building, or equipment or improvements on the Premises, shall, during the term of any extension or renewal term thereof, be paid by the Lessee.

          Except that Lessor shall be responsible for roof maintenance and the structural integrity of the improvements located on the Premises.

     2.  CONDEMNATION PROCEEDS

     In the event of a complete condemnation by any municipality or authority, Lessor shall have...... [illegible]........ lease by written notice ......[illegible]........spaces within the Premises; or (b) the taking or condemnation of direct access to and from the Premises; or (c) the taking of the improvements of which the Premises is a part, causing a substantial negative impact on Lessee’s business conducted on or from the Premises.

     If this Lease is terminated as set forth herein, then the condemnation award or payment for the taking shall be paid to and used by Lessor; provided, however, nothing herein shall prohibit Lessee from applying for a separate award for Lessee’s loss of personal property on the Premises, if any.

     3.  INSURANCE

     At all times during the Lease Term, Lessee shall maintain in full force and effect, at Lessee’s own cost and expense, a policy or policies of liability insurance for the protection, indemnification and defense of Lessee (with Lessor and Lessor’s mortgage named as an additional insured) against claims, demands and causes of action arising out of or in connection with the use, maintenance, operation and occupancy of the Premises, which policy or policies shall have limits of not less than one million dollars per occurrence, including protection against bodily injury or damages to persons and damage or destruction of property, placed with insurance companies acceptable to Lessor. Said insurance shall provide that it shall not be canceled without at least thirty (30) days prior written notice to Lessor and Lessor’s mortgagee.

      A. COVERAGE PROVISIONS

      B. LESSOR’S LENDER

     On all property policies and coverages (including coverage against loss of business income) Lessor’s lender must be named as “first mortgagee” under a standard mortgage clause. On all liability policies and coverages, Lender must be named as an “additional insured”. Lender shall be referred to verbatim as follows: “Life Investors

     Insurance Company of America and its successors, assigns and affiliates; as their interest may appear; c/o AEGON U.S.A. Realty Advisors, Inc; Mortgage Loan Department; 4333 Edgewood Road, N.E.; Cedar Rapids, Iowa 52499-5223.”

     The insurance carrier must be rated A, Class XII, or better by Best’s Rating Service, without regard to its parent’s or any reinsurer’s rating.

     The maximum deductible on all coverages and policies is $25,000.00

     All policies must require the insurance carrier to give the first mortgagee a minimum of thirty (30) days notice in the event of cancellation or non-renewal. Any vacancy, change of title, tenant occupancy or use, physical damage, additional improvements or other factors affecting any insurance contract must be reported to the Lessor immediately. An original certified copy of each policy is required upon renewal. If no such copy is available, Lessor will accept a binder for a period not to exceed ninety (90) days. All binders, certificates of insurance, and original or certified copies of policies must name Lessor as a named insured, or as an additional insured, must include the complete and accurate property address and must bear the original signature of the issuing insurance agency.

      5. HAZARDOUS MATERIALS

     A.  Flammables, Explosives or Toxic Substances . Lessee will not use or permit in the Premises or the building any flammable or explosive material, toxic substances, environmentally Hazardous Materials or other items hazardous to persons or property. Lessee will not use the Premises in a manner that (a) invalidates or is in conflict with any fire, insurance, life, safety, or other codes or policies covering the Building or the Premises, or (b) increases the rate of any fire or any other insurance being maintained with respect to the Building or the Premises. If any insurance premium is higher than it otherwise would be due to the Lessee’s failure to comply with the provisions herein, Lessee shall reimburse Lessor, as additional rent, immediately on demand the amount constituting that part of Lessor’s insurance premiums that are charged because of Lessee’s said failure.

     B.  Hazardous Materials Defined. The term “Hazardous Materials” shall, for purposes herein mean: (a) any “hazardous waste” as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq. ) (“RCRA”), as amended from time to time, and regulations promulgated thereunder; (b) any “hazardous substance” being “released” in “reportable quantity”, as such terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq. ) (“CERLA”), as amended from time to time, and regulations promulgated thereunder; (c) asbestos; (d) polychlorinated biphenyls; (e) urea formaldehyde insulation; (f) “hazardous chemicals” or “extremely hazardous substances”, in quantities sufficient to require reporting, registration, notification or special treatment or handling under the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §11001, et seq. ) (“EPCRA”), as amended from time to time, and regulations promulgated thereunder; (g) any “hazardous chemicals” in levels that would result in exposures greater than those allowed by permissible

exposure limits established pursuant to the Occupational Safety and Health Act of 1970 (29 U.S.C. §651 et seq. ) (“OSHA”), as amended from time to time, and regulations promulgated thereunder; (h) any substance which requires reporting, registration, notification, removal, abatement or special treatment, storage, handling or disposal under Sections 6, 7, or 8 of the Toxic Substances Control Act (15 U.S.C. §2601 et seq. ) (“TSCA”), as amended from time to time, and regulations promulgated thereunder; (i) any toxic or hazardous chemicals described in the Occupational Safety and Health Standards (29 C.F.R. 1910. 10000-1047) in levels which would result in exposures greater than those allowed by the permissible exposure limits pursuant to such regulations; (j) the contents of any storage tanks, whether above or below ground; (k) medical wastes; (l) materials related to those described in subparagraphs (a) through (k) thereof; and (m) anything defined as hazardous or toxic under any now existing or hereafter enacted Environmental Regulations.

     C.  Environmental Regulations Defined . The term “Environmental Regulations” shall for purposes hereof, mean any law, statute, regulation, order or rule now or hereafter promulgated by any governmental authority, whether local, state or federal, relating to air pollution, water pollution, noise control or transporting, storing, handling, discharge, disposal, or recovery of on-site or off-site hazardous substances or materials (including without limitation, the Hazardous Materials as defined and described herein) as same may be amended from time to time, including without limitation, the following: (a) the Clean Air Act (42 U.S.C. §7401 et seq .); (b) Marine Protection Research and Sanctuaries Act (33 U.S.C. §1401-1445); (c) the Clean Water Act (33 U.S.C. §1251 et seq. ); (d) RCRA, as amended by the Hazardous and Solid Wastes Amendments of 1984 (42 U.S.C. §6901 et seq. ); (e) CERCLA, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. §9601, et seq. ); (f) TSCA; (g) the Federal Insecticide, Fungicide and Rodenticide Act as Amended (7 U.S.C. §136 et seq. ) (h) the Safe Drinking Water Act (42 U.S.C. §300(f) et seq. ); (i) OSHA; (j) the Hazardous Materials Transportation Act (49 U.S.C. §4901 et seq. ); (m) EPCRA; and (n) National Environmental Policy Act (42 U.S.C. §4321-4347) and (o) Medical Waste Tracking Act of 1988 (42 U.S.C. §6992).

     D.  Compliance: Environmental Compliance. Lessee and Lessee’s Agents will observe and comply promptly with all present and future legal requirements of governmental authorities and insurance requirements (as well as applicable covenants, encumbrances and other matters of record) relating to or affecting the Premises, any Lessee sign, or the use and occupancy of the Premises or incident to Lessee’s occupancy of the Building and the use of the Building or any portion thereof by Lessee or Lessee’s Agents. Nothing contained in this Lease is intended to prevent or prohibit compliance by either party with any of the Disability Act, and any provision that does so is hereby modified to allow compliance or deleted as necessary. At Lessee’s sole expense, Lessee will comply with all requirements of all Disability Acts with regard to all aspects of Lessee’s Work (defined in the Work Letter) and with requirements of all Disability Acts with regard to any other Alterations to the Premises by Lessee, including but not limited to the design and installation of improvements to the Premises required as Lessee’s Work. Lessee shall and hereby agrees to indemnify and hold harmless Lessor and Lessor’s Agents, and their respective affiliates, agents, officers, employees and contractors, from and against all costs, liabilities, and causes of action occurring or arising as a result of Lessee’s failure to comply with any of the Disability Acts

or as a result of any violation of any of the Disability Acts by Lessee or Lessee’s Agents, and, at Lessor’s option, Lessee will defend Lessor and Lessor’s Agents, and their respective affiliates, agents, officers, employees and contractors, against all such costs, liabilities, and causes of action. Lessee will not use the Premises nor permit the Premises to be used in violation of any Environmental Regulations. Lessee assumes sole and full responsibility for, and will remedy at Lessee’s sole costs, any and all such violations, provided that Lessor shall not unreasonably withhold. Lessee will not use, generate, release, store, treat, dispose of, or otherwise deposit, in, on, under or about the Premises, any Hazardous Materials, nor will Lessee permit or allow any third party to do so without Lessor’s prior written consent (which Lessor may grant or withhold in Lessor’s sole discretion). Lessor’s election to conduct inspections of the Premises is not approval of Lessee’s use of the Premises or any activities conducted thereon, and is not an assumption by Lessor of any responsibility regarding Lessee’s use of the Premises or Hazardous Materials. Lessee’s compliance with the terms of this Section and with all Environmental Regulations is and shall be and remain at Lessee’s sole cost. Lessee will pay or reimburse Lessor for any costs or expenses incurred by Lessor, including reasonable attorney’s, engineers’, consultants’ and other experts’ fees and disbursements incurred or payable, to determine, review, approve, consent to or monitor the requirements for compliance with Environmental Regulations, including (without limitation) above and below ground testing. Lessor and Lessor’s Agents are hereby authorized to enter upon the Premises for such purposes. Lessee will supply Lessor with historical and operational information regarding the Premises, including (without limitation) all reports required to be filed with governmental agencies, as may be reasonably requested by Lessor to facilitate site assessment, and Lessee will make available for meetings with Lessor, or Lessor’s Agents, appropriate personnel having knowledge of such matters. If Lessee fails to comply with the provisions of this Section, or if Lessor receives notice of information asserting the existence of any Hazardous Materials in or about the Building or the Premises, Lessor has the right, but not the obligation, without in any way limiting Lessor’s other rights and remedies, to enter upon the Premises or to take such other actions Lessor deems necessary or advisable to clean up, remove, resolve, or minimize the impact of any Hazardous Materials on or affecting the Premises, and Lessee shall pay to Lessor on demand, as Additional rent, all reasonable costs and expenses paid or incurred by Lessor in the exercise of any such rights. Lessee shall and hereby agrees to indemnify and hold harmless Lessor and Lessor’s Agents, and their respective affiliates, agents, officers, employees and contractors, from and against all costs, liabilities and causes of action occurring or arising as a result of Lessee’s failure to comply with any Environmental Regulations or as a result of any violation of any Environmental Regulations by Lessee or Lessee’s Agents, and, at Lessor’s option, Lessee will defend Lessor and Lessor’s Agents, and their respective affiliates, agents, officers, employees and contractors, against all such costs, liabilities and causes of action. Lessee will notify Lessor in writing immediately upon the discovery, receipt of notice (from a governmental authority or other entity) or reasonable grounds to suspect, by Lessee, Lessee’s Agents, or Lessee’s or Lessee’s Agents’ successors or assigns, the presence in the Premises or the Building of any Hazardous Materials or conditions that result in a violation of or could reasonably be expected to violate this Section together with a full description thereof. Brea ch of this Section shall constitute a Default by Lessee under this Lease.

     E.  ACM Provisions. It is agreed upon that Lessee’s acceptance of the Premises and of all of the equipment, apparatus, plumbing, heating, air conditioning, electric, water, waste disposal and other systems includes Lessee’s acceptance of any possible latent or patent defects involving the possible presence of Asbestos Containing Materials or any other hazardous materials (collectively, “ACM”) therein. It is further agreed that, in the event ACM is found to be present within the Premises: (a) Lessee shall immediately give Lessor written notice of such fact; (b) Lessee shall forthwith cease all activities (including but not limited to performance of alterations, renovations or redecoration activities) that disturb ACM, compromise environmental quality or violate any legal requirement; (c) Lessor may (if its so elects), upon receipt of such notice from Lessee, retain control of all procedures employed for ACM removal work; and (d) Lessor may, at Lessee’s expense to the extent that any such ACM is as a result of Lessee’s activities at the Premises, cause the removal of all ACM to be accomplished in accordance with all laws, regulations and legal requirements of governmental agencies or authorities having jurisdiction. If required by Lessor to do so, in order to accomplish ACM removal, Lessee shall temporarily close the Premises for business, remove Lessee’s inventory and other contents, permit entry to accomplish ACM removal and generally cooperate with Lessor’s and Lessor’s Agents removal efforts; and Lessee hereby Irrevocably Waives all claims for damage, loss of business, constructive eviction or otherwise in consequence of any such occurrence. In the event of any conflict of inconsistency between this Section and any other provision of this Lease (including but not limited to any provision regarding repairs, maintenance, alterations and compliance with laws), the provisions of this Section shall control.

     This Addendum is effective on the date as first set forth above.

to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

     IN TESTIMONY