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Exhibit 10.3    
  


 
 

AMENDED AND RESTATED REAL ESTATE AGREEMENT    
  


        AMENDED AND RESTATED REAL ESTATE AGREEMENT, dated as of October 1, 2001 between ACCPAC INTERNATIONAL, INC., a Delaware corporation (the "Company"),
and COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation ("Computer Associates"). 


 
 

RECITALS    
  


        WHEREAS, the Company was incorporated in Delaware in October 1997 and became a subsidiary of Computer Associates effective January 1998; 


        WHEREAS,
some of the Company's operations have been and continue to be conducted at facilities owned or leased by Computer Associates or its subsidiaries; 



        WHEREAS,
the parties previously entered into a Real Estate Agreement dated as of April 1, 1998 (the "Prior Agreement") to set forth their agreements regarding the continued use by
the Company and Computer Associates of certain facilities of the Company; 


        WHEREAS,
the parties desire to amend and restate the Prior Agreement as provided herein to set forth their agreements regarding the continued use by the Company and Computer Associates
of certain facilities of the Company; 


        NOW,
THEREFORE, the parties hereto agree that the Prior Agreement shall be amended and restated in its entirety as set forth herein, and the parties hereto further agree as follows: 



1.    DEFINITIONS.    The following terms shall have the following meanings when used herein: 


        (A)  "Ancillary
Facilities" means the premises each leased, subleased or assigned from a third party, or owned, by Computer Associates or a subsidiary thereof and located,
respectively, at the addresses set forth on Exhibit B hereto and charged on a "per person" basis. Additional Ancillary Facilities may be added
from time to time if an employee of the Company is located at a facility leased, subleased, assigned or owned by Computer Associates. A facility will cease to become an Ancillary Facility after the
Company has sent prior written notice to Computer Associates that no Company employees are located at a given facility or upon receipt of a notice from Computer Associates as set forth herein. 


        (B)  "Real
Estate Expenses" means the Company's share of any expenses billed in accordance with the leases or other agreements relating to the Demised Premises (as
hereinafter defined). Said expenses include, but are not limited to, rent, additional rent, parking charges, utility charges and other fees and payments due under the underlying agreements. The
Company shall further reimburse CA for any special charges incurred as a result of its occupancy including, but not limited to, overtime expenses. Such charges shall not include offsetting income due
to any sublet or other agreement unless expressly relating to the Demised Premises. Where Computer Associates owns a property, the payments will be based on market rentals and terms as determined at
Computer Associates' sole discretion. 


        (C)  "Facility
Expenses" means those expenses (in addition to Real Estate Expenses which are separately charged) incurred in relation to the Company's use and occupancy of
the space. Said expenses include, but are not limited to, amortization of improvements and personal property associated with the Company's use of the space, telephone charges, utility expenses,
hardware and software maintenance, parking; postal, courier and similar expenses. The amortization of property shall be based on the current book value of the asset amortized at 9% from the
commencement of this agreement until the expiration date of the Lease for each property. The Company will be further 


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responsible for damage and excess wear and tear. The fixed component of said charges are identified on Exhibit A.



        (D)  "Transferred
Personal Property" Any personal property used by any employee of the Company which was not directly purchased by the Company and not previously transferred
to the Company pursuant to Section 2 of the Contribution Agreement between Computer Associates and Company dated January 1, 1998 and not charged separately as a Facility Expense. Such
property shall be transferred to the Company at a cost equal to the replacement value of said property on an "as is where is" basis. The Company will provide Computer Associates with an inventory of
the equipment used within each location denoting which property has been directly purchased by the Company. Said inventory will be supplied to Computer Associates by no later than 30 days after
the date of this agreement. 


2.    LEASES AND PREMISES    


        (A)  Computer
Associates does hereby, or will cause its affiliates to, lease, sublease or license to the Company, and the Company does hereby, or will cause the Company's
affiliates to, lease, sublease or license from Computer Associates or its affiliates, for the term and upon the conditions hereinafter provided, the rentable areas described on  Exhibit A hereto
(the "Demised Premises") and workstations for the number of people forming the
basis for charges described on Exhibit B (the "Ancillary Premises"). The Demised Premises and Ancillary Premises are collectively referred to
herein as the "Premises." The leases, subleases or licenses for the Premises are individually or collectively referred to herein as the "Leases." The
Company has examined the Premises, is aware of the physical condition therein, and accepts the Premises asis. The Company acknowledges Computer Associates is under no duty to improve the Premises or
to otherwise incur expenses in connection with the Company's tenancy of the Premises. 


        (B)  Computer
Associates and the Company agree that an additional facility shall automatically be deemed an Ancillary Premise if an employee of the Company maintains an
office at a facility leased or owned by Computer Associates or its affiliates (subject to the provisions of the Leases and upon Computer Associates' reasonable approval). 



        (C)  The
Company shall inform Computer Associates in writing of information constituting a change to the Ancillary Premises within 30 days of such change. Computer
Associates and the Company agree to negotiate in good faith to make an Ancillary Premise a Demised Premise under this Agreement once the Company has more than ten employees located at such Ancillary
Premise. 


        (D)  If
the Company requests to add a Demised Premises to this agreement, Computer Associates does hereby, or will cause the Computer Associates' affiliates to, lease,
sublease or license to the Company, and the Company does hereby, or will cause the Company's affiliates to, lease, sublease or license from Computer Associates or its affiliates, for a term and upon
the conditions similar in principle to this Agreement. Said Demised Premises will be added to Exhibit A in the form of an amendment to this
Agreement. 


        (E)  Computer
Associates' duty to sublease or license the Premises to the Company under this Section 2 is conditioned upon Computer Associates obtaining the original
landlord's consent, if required. The Company agrees to execute as soon as practicable all documents reasonably requested by the landlord or Computer Associates to effect the sublease or license;
provided, however, such documents do not affect the terms of this Agreement or the respective Leases. 



        Computer
Associates makes no representation with respect to obtaining the landlord's approval. In the event Computer Associates cannot obtain the landlord's consent, Computer Associates
shall be relieved of its duties under this Agreement with respect to such Premise. 


        (F)  Except
as expressly provided in this Agreement, the Company hereby agrees to be bound to the terms, covenants and conditions of the Leases, as amended or supplemented,
as if the Company 


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was the original lessor or licensee under the Leases; provided, however, that any such amendment or supplement does not materially and adversely affect the Company's use of the Premises. Upon written
request from the Company, Computer Associates shall provide copies of any amendments or supplements to the Leases. 


        The
Company further hereby acknowledges its possession under the Leases is subject and subordinate to the Leases, all ground or underlying leases and any mortgage now or hereafter
affecting the Leases or real property of which the Premises are a part. Such subordinations are self-operative and no further act or instrument of subordination shall be required. The
Company shall execute as soon as practicable any certificate that Computer Associates may request to confirm such subordination. 


3.    TERM    


        Subject
to and upon the covenants, agreements and conditions of Computer Associates and the Company set forth herein, or in any Exhibit hereto, and subject to the provisions of the
Leases, the term of this Agreement shall commence as of even date herewith and terminate on the last date that the leases, subleases or licenses for the Premises are effective (the  "Agreement Term"),
unless terminated earlier under Section 4 herein. 



4.    EARLY TERMINATION    


        (A)  Demised
Premises—the Company's lease, sublease or license for any of the Demised Premises shall automatically terminate for such Demised Premise upon the
earliest of (A) the date the Company is able to relocate its operations for a particular city to a new facility provided it has given Computer Associates at least three months advance written
notice or (B) the date upon which the Computer Associates' agreement for such Demised Premises terminates or (C) an event of default as provided hereinafter or (D) six months
prior written notice from either party for any reason whatsoever. 


        (B)  Ancillary
Premises—Computer Associates and the Company further agree that any of the Ancillary Premises shall automatically cease being an Ancillary Premise
upon the earliest of (A) the date upon which the Company ceases to maintain an office at a facility leased or owned by Computer Associates provided it has given Computer Associates at least one
month's advance written notice or (B) the date upon which the Computer Associates' agreement for such Ancillary Premises terminates or (C) an event of default as provided hereinafter or
(D) six months prior written notice from either party for any reason whatsoever. 


5.    USE    



        The
Company shall use and occupy the Premises solely for general office purposes in accordance with the Leases and applicable zoning regulations. The Premises shall not be used for any
other purpose without authorization granted under the Leases or the prior written consent of Computer Associates, such consent not to be unreasonably withheld, conditioned, or delayed. The Company
shall not use or occupy the Premises for any unlawful purpose, and will comply with the terms and conditions of the Leases, as well as all present and future laws, including without limitation the
Americans With Disabilities Act of 1990 ("ADA") and the regulations promulgated thereunder, ordinances, regulations, and orders of all governments, government agencies and any other public authority
concerning the use, occupancy and condition of the Premises and all machinery, equipment and furnishings therein. 



        The
Company shall not permit its employees to smoke in or about the Premises, and shall notify its employees, visitors, agents and other occupants or invitees to the Premises of same.
The Company shall, at its sole expense, provide the appropriate signage within the Premises to advise of same. 


        The
Company shall not sell alcoholic beverages or liquor of any kind on the Premises. 


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6.    PAYMENTS    



        (A)  Demised
Premises—The Company covenants and agrees to pay on quarterly basis, in advance, to Computer Associates or its affiliate, as the case may be,
(i) Real Estate Expenses in amounts set forth in the Leases and (ii) Facility Expenses for the Demised Premises (collectively, the "Demised Premises
Charges.") The Company's obligation to pay Demised Premises Charges shall begin as of even date herewith (the "Premises Charge
Commencement Date"), and shall continue to remain an obligation of the Company until the termination of such Premises as a Demised Premise as provided herein. 



        (B)  Ancillary
Premises—The quarterly payments for the Ancillary Premises as of the Premises Charge Commencement Date, which the Company hereby agrees to pay, and
Computer Associates agrees to accept, in advance on the first of each quarter during the Agreement Term shall equal $3,000 for each of the Company's employees located at the Ancillary Premises. 


        (C)  Transferred
Personal Property—The Company shall pay in full within thirty (30) days of completion of the inventory as hereinbefore provided in
Section 1 and receipt of a statement and bill of sale from Computer Associates. 



        (D)  Form
of and Address for Payments—The Company shall make all payments by check or by wired funds, payable to Computer Associates, delivered to One Computer
Associates Plaza, Islandia, New York 11749, Attention: Treasurer—Rent Collections, or to Computer Associates' affiliate, as the case may be, delivered to an address provided by such
Computer Associates' affiliate, or to such other party or to such other address as Computer Associates may designate from time to time by written notice to the Company, without demand and without
deduction, set-off or counterclaim. If Computer Associates at any time or times accepts any payment after it shall become due and payable, such acceptance shall not excuse delay upon
subsequent occasions, or constitute, or be construed as, a waiver of any or all of Computer Associates' rights hereunder. 



        (E)  Late
Payments—In the event any portion of any payment is not made prior to the next quarter as described herein and such nonpayment continues for three days,
interest shall accrue on the unpaid portion of payment at the greater of 15% per annum or the maximum rate permitted by governing law. If any portion of the payment continues unpaid for ten days, then
the Company shall pay to Computer Associates an additional amount equal to five percent of the unpaid amounts, but not less than $100, which amount will compensate Computer Associates for its
administrative expenses in collecting the unpaid amounts. Late charges or interest on unpaid amounts shall be independent obligations of the Company under this Agreement and payable upon demand. 



        (F)  Adjustments
to Initial Payments—If the Premises Charge Commencement Date, and the Company's obligation to make payments hereunder, for any of the Premises
begins on a day other than the first day of a calendar quarter, then quarterly charge from such date until the first day of the following quarter shall be prorated at the rate of
one-ninetieth (1/90th) of the quarterly charge for each day of that quarter from and including the Premises Charge Commencement Date, payable in arrears, as specified in this Section. 


7.    DEPOSIT    


        The
Company shall owe Computer Associates no security deposit under this Agreement. However, in the event Computer Associates (or Computer Associates, together with any of its
subsidiaries, affiliates, partners, ventures or related parties) fails to own at least 50% of the outstanding voting ownership interests of the Company, then the Company shall pay to Computer
Associates the amounts of deposit for each of the Demised Premises as set forth on Exhibit A and one quarter of payments due for Ancillary
Premises (collectively, the "Deposit Amounts") for so long as each of the leases, subleases or licenses for the Premises are in effect in order to secure the Company's payment and performance
obligations under the leases, subleases or licenses for the Premises. Computer Associates may use the 


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Deposit Amounts to satisfy the Company's obligations under the leases, subleases or licenses for the Premises, including any unpaid amounts. In the event Computer Associates validly applies or
retains
any of the Deposit Amounts, the Company agrees to forthwith restore such Deposit Amount within ten days. Computer Associates shall return each of the Deposit Amounts to the Company upon the
termination of the lease, sublease or license for the Premises, when it has been determined that the Company owes Computer Associates no amounts in connection with such Premise and the Company has
successfully surrendered such Premise to Computer Associates. 


8.    DEFAULT    



        A
lease, sublease or license for a Premise shall, at the option of Computer Associates, cease and terminate if (i) the Company fails to make timely payments as provided herein,
although no legal or formal demand has been made, and such-failure to pay rent continues for a period of ten business days after the Company has received written notice thereof, or
(ii) the Company violates or fails to perform any of the other conditions, covenants or agreements of the lease, sublease or license for a Premise made by the Company, and any violation or
failure to perform any of those conditions, covenants or agreements continues beyond the periods set forth in each agreement. A default beyond the specified cure periods under a lease, sublease or
license for a Premise may be a cause for default under any or each and every lease, sublease or license for a Premise at Computer Associates' sole discretion. 


9.    INDEMNIFICATION    


        Company
hereby agrees to indemnify and hold Computer Associates harmless from and against any claims resulting from damages or loss caused by Company, its employees and invitees relating
to Company's use of any facilities owned or leased by Computer Associates. In addition, Company shall be responsible for all loss, damage or excessive wear and tear relating to real and personal
property of Computer Associates. 


10.    MISCELLANEOUS    



        (A)  Computer
Associates' failure to enforce or notify the Company-of any of the Company's violations of this Agreement or the Leases, or the rules and
regulations set forth therein, shall not constitute a waiver by Computer Associates of its rights, either then or in the future. Computer Associates' receipt of payments from the Company with
knowledge of any breaches to this Agreement or the Leases shall also not be deemed a waiver and Computer Associates shall not be deemed to waive its rights hereunder or thereunder. 


        (B)  The
parties agree that Exhibit A will be completed on a mutually satisfactory basis as soon as practicable after the execution of this Agreement. 



        (C)  The
Company covenants and agrees to use reasonable efforts to vacate all Company employees from Computer Associates' premises (other than the Demised Premises) no later
than October 31, 2001. In the event that the Company maintains operations at a Computer Associates' facility after October 31, 2001 (other than the Demised Preises), the Company shall
promptly notify Computer Associates and such premises shall become an Ancillary Premises or a Demised Premises as the case may be. 


        (D)  The
Company agrees that it will not, without Computer Associates' prior written consent, solicit or hire any of Computer Associates' employees located at the Premises,
or induce such employee to leave Computer Associates' employment, either directly or indirectly, from the date hereof and until 12 months after the Term. 


        (E)  This
Agreement constitutes the entire agreement between the Company and Computer Associates with respect to the transactions contemplated hereby and supersedes all prior
agreements or understandings among the parties with respect thereto. 


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        (F)  Descriptive
headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 


        (G)  All
notices or other communications provided for in this Agreement shall be in writing and shall be sent by confirmed telecopy (with an undertaking to provide a hard
copy) or delivered by hand or sent by overnight courier service prepaid to the address specified below. 




If
to the Company: 


ACCPAC
International, Inc.

6700 Koll Center Parkway

Pleasanton, CA 94566

Attention: General Counsel

Telecopy: (925) 931-7044 


If
to Computer Associates: 


Computer
Associates International, Inc.

One Computer Associates Plaza

Islandia, NY 11749

Attention: Legal Notices—ACCPAC Agreement

Telecopy: (631) 342-4866 


with
a copy to: 


Island
Asset Management, LLC.

One Computer Associates Plaza

Islandia, NY 11749

Attention: Legal Notices—ACCPAC Agreement

Telecopy: (631) 342-6872 





or
to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. 


        (H)  This
Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts
together shall constitute but one agreement. 


        (I)  This
Agreement shall not be altered or otherwise amended except pursuant to an instrument in writing signed by the Company and Computer Associates. 



        (J)  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT EFFECT TO ITS CONFLICTS OF LAW PROVISIONS. 


        IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed and delivered as of the date first above written. 



	COMPUTER ASSOCIATES

INTERNATIONAL, INC.	 	ACCPAC INTERNATIONAL, INC.
	

 	
 	

 
	By: /s/ STEVEN M. WOGHIN
Name: Steven M. Woghin
Title: Senior Vice President and General Counsel
Date: 10/18/01
	 	By: /s/ DONNAT LETTMAN
Name: Donnat Lettman
Title: CFO
Date: 10/16/01





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Exhibit A
  
    DEMISED PREMISES



	Location
 
	 	Computer Associates

Or Computer

Associates' Affiliate

Under Lease,

Sublease or License

for Demised Premise
 
	 	The Company's

Proportionate

Share

Percentage
 
	 	Fixed Facilities

Expenses
 
	 	Deposit

Amounts
 

	1. Those premises leased

by CA Canada from

            and located at:

5935 Airport Road

Mississauga, Ontario

Canada L4V 1WF

("Toronto Facility").	 	[provide notice

information for

affiliates]	 	 	 	 	 	 
	

2. Those premises owned

by Computer Associates

and located at:

Ditton Park, Riding Court Road

Datchet, Slough

Berkshire SL3 9LL

UK

("UK Facility").	
 	

 	
 	

 	
 	

 	
 	

 




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Exhibit B
  
    ANCILLARY FACILITIES



        The
Ancillary Facilities shall mean the buildings located at the following addresses: 


        NONE 


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QuickLinks



Exhibit 10.3


AMENDED AND RESTATED REAL ESTATE AGREEMENT

RECITALS

Exhibit A DEMISED PREMISES

Exhibit B ANCILLARY FACILITIES