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

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