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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 1800 Robert
Fulton Way, Suite 250, Reston, Virginia 20191, U.S.A.,
CGI INFORMATION SYSTEMS &
MANAGEMENT CONSULTANTS, INC., a Delaware corporation
("CGI"), having an address at
1130 Sherbrooke Street 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 13155 Noel Road,
Suite 700, Dallas, Texas, 75240, and OKLAHOMA
CHRISTIAN INVESTMENT
CORPORATION, a Oklahoma corporation ("OCIC"), having an
address at P.O. Box 11000,
Oklahoma City, Oklahoma, 73136-1100, 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 13800
Benson Road, Edmond, Oklahoma
73013 (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
