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MUTUAL TERMINATION AND RELEASE
AGREEMENT
MUTUAL TERMINATION AND RELEASE AGREEMENT, dated
as of March 26, 2007 (this " Agreement "), by and among by
and among Intuit Inc., a Delaware corporation (" Parent "),
Elan Acquisition Corporation, a Nevada corporation and a
wholly-owned subsidiary of
Parent (" Merger Sub "), and Electronic Clearing House,
Inc., a Nevada corporation (the " Company ").
RECITALS
WHEREAS, the Company, Parent and Merger Sub are
parties to an Agreement and Plan of Merger, dated as of December
14, 2006 (as amended, the " Merger Agreement ") (capitalized
terms used herein but not otherwise defined herein shall have the
meanings ascribed to them in the Merger Agreement); and
WHEREAS, the Company, Parent and Merger Sub wish
to terminate the Merger Agreement.
NOW THEREFORE, in consideration of the foregoing
and the mutual covenants and agreements contained herein, and
intending to be legally bound hereby, the Company, Parent and
Merger Sub hereby agree as follows:
1. The Company, Parent and
Merger Sub hereby agree that the Merger Agreement is terminated as
of the date hereof by mutual written consent in accordance with
Section 7.1(a) thereof without any liability on the part of Parent,
Merger Sub, the Company, or any of their respective subsidiaries,
directors, officers, agents, representatives, shareholders and
other affiliates (" Related Parties ") (and each of their
respective Related Parties).
2. Each of the Company,
Pa
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