Software & Programming

CONTRIBUTION AGREEMENT

        CONTRIBUTION AGREEMENT dated January 7, 1998 by and between Computer Associates International, Inc. ("CA") and ACCPAC International, Inc. ("AI").

        WHERAS, the Board of Directors of CA has determined that it is in the best interest of CA and its shareholders to separate the business conducted by CA's, ACCPAC independent business unit ("iBU) into a separate business; and

        WHEREAS, in furtherance of the foregoing it is appropriate and desirable to transfer the assets used in the operation of the ACCPAC iBU to AI and its subsidiaries and to cause AI and its subsidiaries to assume the liabilities which have arisen in the course of the operation of the ACCPAC iBU, all as more fully described in this Agreement; and

        WHEREAS, the Board of Directors of CA has further determined that it is appropriate and desirable, on the terms and conditions contemplated in this Agreement, to cause AI to offer and sell for its own account in an initial public offering a limited number of shares of AI common stock; and

        WHEREAS, in consideration for the transfer of the ACCPAC assets to AI, AI will issue 2625 shares of its common stock to CA and a note to CA in the amount of $5 million and assume all of the liabilities associated with the ACCPAC assets.

        NOW THEREFORE, the parties intending to be legally bound agree as follows:

        l.    Transfer of Assets and Assumption of Liabilities.    

        (a)  CA hereby contributes, assigns, transfers, conveys and delivers to AI, and agrees to cause its subsidiaries to assign, transfer, convey and deliver to AI, and AI hereby accepts from CA and its subsidiaries, all of CA's and its subsidiaries respective right, title and interest in all AI Assets. The contribution and transfer of the AI Assets shall be deemed to have occurred as of January 1, 1998.




        (b)  AI hereby assumes and agrees faithfully to perform and fulfill all of the AI Liabilities in accordance with their respective terms. AI shall be responsible for all AI Liabilities, regardless of when or where such AI Liabilities arose or arise or whether the facts on which they are based occurred prior to or subsequent to the date hereof regardless of where or against whom such liabilities are asserted or determined of whether asserted or determined prior to the date hereof. and regardless of whether arising from, or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by CA or its subsidiaries or any of their respective directors, officers, employees or agents.




        (c)  AI hereby grants a worldwide, perpetual, fully paid license to CA and its subsidiaries to use any and all present and future AI products for internal use only. This license shall include maintenance, at no cost to CA or its subsidiaries. In the event that AI is required to make any royalty or license payment to third parties as a result of this license to CA and its subsidiaries, CA shall reimburse AI for any such royalty or license payments made by AI to any third party. The license to CA and its subsidiaries shall include, without limitation, any products created or acquired by AI subsequent to this Agreement, as well as products licensed by AI for sublicense by AI to third parties.

        2.    AI Assets.    For purposes of this agreement "AI. Assets" shall mean (without duplication) any and all assets, properties and rights (including the goodwill associated therewith), wherever located, that are being used exclusively or primarily in the business of the ACCPAC iBU, including all accounting and other books, records and information; all computer, equipment and other tangible personal^, property; all inventories, work-in-process and finished goods; all the outstanding capital stock of DistribuPro, Inc.; all license agreements, purchase orders and other contracts, agreements and commitments; all written technical information, data, specifications and research and development

ASSET CONTRIBUTION AGREEMENT

THIS ASSET CONTRIBUTION AGREEMENT (this Agreement) is made and entered into as of the       day of March, 2003, by and among HAMPTON COURT ASSOCIATES, L.P., an Illinois limited partnership (Hampton), PARAGON REAL ESTATE, L.P., a Delaware limited partnership (Paragon), and STONEHAVEN REALTY TRUST, a Maryland real estate investment trust (Stonehaven).

RECITALS

A.                                   Hampton owns certain parcels and tracts of real property containing residential apartment buildings located in Chicago, Illinois, and more particularly described on Exhibit A (the Real Property)

B.                                     Pursuant to the terms and subject to the conditions set forth in this Agreement, Hampton desires to contribute, convey, assign, transfer and deliver to Paragon all of Hamptons right, title and interest in and to certain of its assets, including the Real Property, in exchange for receiving limited partnership units of Paragon (Paragon Units) that are, among other things, convertible, at Stonehavens option, into cash or shares of Stonehavens common stock, $0.01 par value per share (Common Stock).

AGREEMENT

In consideration of the foregoing recitals, of the representations, warranties, covenants and agreements set forth in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                       DEFINITIONS

1.1                                 DEFINITIONS.  For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.1:

Agreement as defined in the first paragraph of this Agreement.

Assets as defined in Section 2.1.

Assumed Liabilities as defined in Section 2.3.

Best Efforts the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible; provided, however, that an obligation to use Best Efforts under this Agreement does not require the Person subject to that obligation to take actions that would result in a materially adverse change in the benefits to such Person of this Agreement and the Contemplated Transactions.

Breach a Breach of a representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered pursuant to this Agreement will be deemed

to have occurred if there is or has been (a) any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation or other provision, or (b) any occurrence or circumstance that is or was inconsistent with such representation, warranty, covenant, obligation or other provision, and the term Breach means any such inaccuracy, breach, failure, claim, occurrence or circumstance.

Class A Preferred Stock as defined in Section 4.3(b).

Closing as defined in Section 2.4.

Closing Date the date and time as of which the Closing actually takes place.

Common Stock as defined in Recital B of this Agreement.

Consent any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization).

Contemplated Transactions all of the transactions contemplated by this Agreement, including (a) contribution of the Assets by Hampton to Paragon, (b) issuance of the Paragon Units by Paragon to Hampton; (c) assumption of the Assumed Liabilities by Paragon; and (d) the performance by the parties to this Agreement of their respective covenants and obligations hereunder.

Contract any agreement, contract, obligation, promise or undertaking (whether written or oral and whether express or implied) that is legally binding.

Contribution Consideration as defined in Section 2.2.

Encumbrance any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

Environment soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.

Environmental, Health, and Safety Liabilities any cost, damages, expense, liability, obligation, or other responsibility arising from or under Environmental Law and consisting of or relating to (a) any environmental, health, or safety matters or conditions, (b) fines, penalties, judgments, awards, settlements, legal or administrative proceedings, damages, losses, claims, demands and response, investigative, remedial, or inspection costs and expenses arising under Environmental Law, (c) financial responsibility under Environmental Law for cleanup costs or corrective action, including any investigation, cleanup, removal, containment or other remediation or response actions (Cleanup) required by applicable Environmental Law (whether or not such