F-4

As filed with the Securities and Exchange Commission on February 6, 2002

Registration No. 333-[l]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Geac Computer Corporation Limited

(Exact Name of Registrant as Specified in Its Charter)

Canada	7372
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

11 Allstate Parkway, Suite 300

Markham, Ontario L3R9T8

Canada

Tel: (905) 475-0525

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Paul D. Birch

President and Chief Executive Officer

Geac Computer Corporation Limited

11 Allstate Parkway, Suite 300

Markham, Ontario L3R9T8

Canada

Tel: (905) 475-0525

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

James F. Fulton, Esq.
David A. Lipkin, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94304
Tel: (650) 843-5000
Fax: (650) 849-7400 Peter M. Rosenblum, Esq.
Robert W. Sweet, Jr., Esq.
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02210
Tel: (617) 832-1000
Fax: (617) 832-7000

      Approximate date of commencement of proposed sale of the securities to the public: Upon consummation of the merger described herein.

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o _____

      If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o _____

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
Title of each class of	Amount to be	offering price	aggregate	Amount of
securities to be registered	registered	per share	offering price	registration fee
Common Shares, no par value	17,650,000(1)	$2.76(2)	$48,714,000.00	$4,481.69

(1)	Computed based upon the maximum number of the Registrant’s common shares issuable to stockholders of Extensity, Inc. in the merger described herein.
(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(1) and 457(c) of the Securities Act of 1933 (based upon the average of the high and low sale prices of Geac common shares on the Toronto Stock Exchange on January 31, 2003 of CDN$4.24 per share), converted to United States dollars at the exchange rate prevailing on that date of US$1.00 equals CDN$1.53.

      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

2200 Powell Street, Suite 300

Emeryville, California 94608

February 10, 2003

Dear Extensity, Inc. Stockholders:

     You are cordially invited to attend a special meeting of stockholders of Extensity, Inc. on March 3, 2003 at 9:30 a.m., local time, at the law offices of Cooley Godward LLP, located at 3175 Hanover Street, Palo Alto, California.

     At the special meeting of Extensity’s stockholders, you will be asked to consider and vote upon a proposal to adopt and approve the merger agreement by and among Geac Computer Corporation Limited, Cage Acquisition Inc., and Geac Computers, Inc., each a subsidiary of Geac, and Extensity and the merger of Cage Acquisition Inc. with and into Extensity. As a consequence of the merger, Extensity would become a subsidiary of Geac. If the merger agreement is adopted and approved and the merger is completed, you will be able to elect to receive either 0.627 of a Geac common share or US$1.75 in cash for each share of Extensity common stock you hold. These amounts may change because they are subject to adjustment depending on the amount of Extensity’s working capital at the closing. For a more complete description of the possible working capital adjustment to these amounts, please refer to the section entitled “The Merger — Structure of the Merger and Conversion of Extensity Common Stock” beginning on page 65. If you fail to make a timely election, you will receive all cash in the merger. The fraction of a Geac common share to be issued and the cash to be paid for each share of Extensity common stock will not be adjusted based upon changes in the market price of Geac common shares or Extensity common stock, and therefore the value of the Geac common shares to be received in the merger will fluctuate as the market price of Geac common shares fluctuates.

     Geac common shares are traded on the Toronto Stock Exchange under the symbol “GAC.” On February 4, 2003, the last reported sale price of Geac common shares was CDN$4.16 per share, which represents US$2.75, based on the currency exchange rate on that date. Extensity common stock is listed on the Nasdaq National Market under the symbol “EXTN.” On February 4, 2003, the last reported sale price of Extensity common stock was US$1.73 per share.

     After careful consideration, Extensity’s board of directors has determined that the proposed merger is fair to, and in the best interests of, Extensity and its stockholders. The Extensity board of directors unanimously recommends that you vote “FOR” the adoption and approval of the merger agreement and the merger.

     The proxy statement/ prospectus attached to this letter provides detailed information about Geac, Extensity, the merger and a related proposal. Please give this information your careful attention. For a more complete description of the merger and risk factors you should consider in connection with your vote, you should carefully consider the discussion in the sections entitled “Risk Factors” beginning on page 24 and “The Merger” beginning on page 49.

     By using the enclosed proxy card to vote your shares, you will ensure your representation at the special meeting even if you do not attend in person. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card, as described in the instructions accompanying the enclosed proxy card. Your failure to return the enclosed proxy card will have the same effect as a vote against the merger, unless you attend the meeting and vote in person.

     Your vote is important to Extensity, no matter how many shares you own.

     Thank you.

Sincerely,

ROBERT SPINNER

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction or the securities of Geac to be issued in the merger, or determined if this proxy statement/ prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

     This proxy statement/ prospectus is dated February 10, 2003, and was first mailed to stockholders on or about February 10, 2003.

EXTENSITY, INC.

2200 Powell Street, Suite 300

Emeryville, California 94608

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 3, 2003

      NOTICE IS HEREBY GIVEN THAT a special meeting of stockholders of Extensity, Inc., a Delaware corporation, will be held on March 3, 2003, at the law offices of Cooley Godward LLP, located at 3175 Hanover Street, Palo Alto, California, commencing at 9:30 a.m., local time, in order to consider and vote upon:

      1.     A proposal to adopt and approve the Amended and Restated Agreement and Plan of Merger dated as of February 4, 2003 among Geac Computer Corporation Limited, Geac Computers, Inc. and Cage Acquisition Inc., each a subsidiary of Geac, and Extensity, Inc. and the merger described therein; and

      2.     A proposal to grant Extensity’s management discretionary authority to adjourn the special meeting to a date or dates not later than April 2, 2003, if necessary to enable Extensity’s management to solicit additional proxies with respect to the merger.

      Our board of directors has unanimously approved the merger agreement and declared it advisable and determined that the merger is fair to, and in the best interests of, Extensity and its stockholders. Our board of directors unanimously recommends that you vote “FOR” the adoption and approval of the merger agreement and the merger. The enclosed proxy statement/prospectus describes the above proposals in more detail. We encourage you to read the entire document carefully.

      Extensity’s board of directors has fixed the close of business on February 5, 2003 as the record date for the determination of the stockholders of Extensity entitled to receive notice of the special meeting and to vote at the meeting or any adjournment of the meeting. Only stockholders of record at the close of business on that date are entitled to receive notice of the special meeting and to vote at the meeting and any adjournment of the meeting.

      To ensure that your shares are represented at the special meeting, we encourage you to complete, date, sign and promptly return your proxy card in the enclosed white postage-paid envelope whether or not you plan to attend the special meeting in person. You may revoke your proxy in the manner described in the proxy statement/ prospectus at any time before it has been voted at the special meeting. Any Extensity stockholder entitled to vote who attends the special meeting may vote in person even if the stockholder has returned a proxy.

By order of the Board of Directors

ROBERT SPINNER,

President and Chief Executive Officer

Dated: February 10, 2003

Emeryville, California

TABLE OF CONTENTS

QUESTIONS AND ANSWERS FOR EXTENSITY STOCKHOLDERS
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
SUMMARY FINANCIAL INFORMATION
RISK FACTORS
	Risks Related to the Merger
	Risks Related to Geac’s Historical Business
	Risks Related to Extensity’s Historical Business
FORWARD-LOOKING STATEMENTS
THE SPECIAL MEETING OF EXTENSITY STOCKHOLDERS
	General
	Date, Time and Place
	Matters to be Considered at the Special Meeting of Extensity Stockholders
	Record Date
	Voting of Proxies
	Votes Required
	Quorum; Abstentions and Broker Non-Votes
	Solicitation of Proxies and Expenses
	Extensity Board Recommendation
	Stockholder Proposals for the Extensity 2003 Annual Meeting
THE MERGER
	The Merger
	Background of the Merger
	Geac’s Reasons for the Merger
	Extensity’s Reasons for the Merger
	Recommendation of Extensity’s Board of Directors
	Opinion of Extensity’s Financial Advisor
	Interests of Extensity’s Directors and Officers in the Merger
	Extensity Directors and Officers After Completion of the Merger
	Completion and Effectiveness of the Merger
	Structure of the Merger and Conversion of Extensity Common Stock
	Election as to Form of Merger Consideration; Exchange of Extensity Stock Certificates
	Accounting Treatment
	Regulatory Approvals
	Listing on the Toronto Stock Exchange of Geac Common Shares to be Issued in the Merger
	Certain U.S. and Canadian Securities Laws Considerations
	Extensity Stockholders’ Appraisal Rights
	Delisting and Deregistration of Extensity Common Stock After the Merger
	Material United States Federal Income Tax Consequences
	Material Canadian Federal Income Tax Consequences
THE MERGER AGREEMENT
	Structure of the Merger
	Timing of Closing
	Consideration Extensity Stockholders Will Receive in the Merger
	Treatment of Extensity Stock Options
	Treatment of Rights under Extensity Employee Stock Purchase Plan
	Elections as to Form of Consideration
	Representations and Warranties
	Covenants
	No Solicitation of Competing Acquisition Proposals
	Conditions to the Merger
	Termination
	Fees and Expenses
	Amendment
	Waivers
AGREEMENTS RELATED TO THE MERGER
GEAC BUSINESS
GEAC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GEAC MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF GEAC
EXTENSITY BUSINESS
EXTENSITY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
EXTENSITY MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF EXTENSITY
LEGAL MATTERS
EXPERTS
DESCRIPTION OF GEAC SHARE CAPITAL
GEAC SHAREHOLDER PROTECTION RIGHTS PLAN
COMPARISON OF STOCKHOLDER RIGHTS AND CORPORATE GOVERNANCE MATTERS
APPRAISAL RIGHTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS
ANNEX A
ANNEX B
ANNEX C
ANNEX D
ANNEX E
EX-3.1 Restated Certificate and Articles of Incorp
EX-3.2 Bylaws of Geac
EX-4.1 Specimen Certificate
EX-4.2 Geac Shareholder Protection Rights Agmnt
EX-5.1 Opinion of Blake Cassels & Graydon LLP
EX-8.1 Tax Opinion Heller Ehrman White McAuliffe
EX-10.3 Geac Stock Option Plan V
EX-10.4 Geac Stock Option Plan VI
EX-10.5 Geac Employee Stock Purchase Plan
EX-10.6 Agreement for Sale and Purchase
EX-10.7 Lease dated 02-28-89
EX-10.8 Lease Amending Agreement
Ex-10.9 Lease Amending Agreement dated 11-01-90
EX-10.10 Letter Agreement dated 04-14-93
EX-10.11 Extension Agreement dated 05-20-93
EX-10.12 Letter Agreement dated 08-17-01
EX-10.13 Employment Agreement Charles S Jones
EX-10.14 Employment Agreement Paul D Birch
EX-10.15 Employment Agreement Paul D Birch
EX-10.16 Employment Agreement Paul D Birch
EX-10.17 Employment Agreement Arthur Gitajn
EX-10.18 Employment Agreement Arthur Gitajn
EX-10.19 Employement Agreement Jim McDevitt
EX-10.20 Employment Agreement Timothy Wright
EX-10.21 Option and Change in Control
EX-10.22 Employment Agreement Bertrand Sciard
EX-10.23 Employment Agreement John L Sherry III
EX-10.24 Option and Change in Control
EX-10.25 Employment Agreement James M Travers
EX-21.1 Subsidiaries
Consent of PricewaterhouseCoopers LLP
Consent of PricewaterhouseCoopers LLP
EX-99.1 Form of Proxy Card Extensity
EX-99.2 Form of Election and Letter of Transmittal
EX-99.3 Affidavit of Loss
EX-99.4 Form of Notice of Guaranteed Delivery
EX-99.5 Extensity 2000 Nonstatutory Stock Plan
EX-99.6 Extensity 1996 Stock Option Plan

TABLE OF CONTENTS

		Page
QUESTIONS AND ANSWERS FOR EXTENSITY STOCKHOLDERS			1
SUMMARY OF THE PROXY STATEMENT/ PROSPECTUS			5
SUMMARY FINANCIAL INFORMATION			16
RISK FACTORS			24
	Risks Related to the Merger		24
	Risks Related to Geac’s Historical Business		29
	Risks Related to Extensity’s Historical Business		38
FORWARD-LOOKING STATEMENTS			45
THE SPECIAL MEETING OF EXTENSITY STOCKHOLDERS			46
	General		46
	Date, Time and Place		46
	Matters to be Considered at the Special Meeting of Extensity Stockholders		46
	Record Date		46
	Voting of Proxies		46
	Votes Required		47
	Quorum; Abstentions and Broker Non-Votes		47
	Solicitation of Proxies and Expenses		48
	Extensity Board Recommendation		48
	Stockholder Proposals for the Extensity 2003 Annual Meeting		48
THE MERGER			49
	The Merger		49
	Background of the Merger		49
	Geac’s Reasons for the Merger		53
	Extensity’s Reasons for the Merger		54
	Recommendation of Extensity’s Board of Directors		56
	Opinion of Extensity’s Financial Advisor		56
	Interests of Extensity’s Directors and Officers in the Merger		63
	Extensity Directors and Officers After Completion of the Merger		65
	Completion and Effectiveness of the Merger		65
	Structure of the Merger and Conversion of Extensity Common Stock		65
	Election as to Form of Merger Consideration; Exchange of Extensity Stock Certificates		68
	Accounting Treatment		70
	Regulatory Approvals		71
	Listing on the Toronto Stock Exchange of Geac Common Shares to be Issued in the Merger		71
	Certain U.S. and Canadian Securities Laws Considerations		71
	Extensity Stockholders’ Appraisal Rights		72
	Delisting and Deregistration of Extensity Common Stock After the Merger		72
	Material United States Federal Income Tax Consequences		72
	Material Canadian Federal Income Tax Consequences		75
THE MERGER AGREEMENT			77
	Structure of the Merger		77
	Timing of Closing		77

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		Page
	Consideration Extensity Stockholders Will Receive in the Merger		77
	Treatment of Extensity Stock Options		79
	Treatment of Rights under Extensity Employee Stock Purchase Plan		79
	Elections as to Form of Consideration		79
	Representations and Warranties		80
	Covenants		81
	No Solicitation of Competing Acquisition Proposals		82
	Conditions to the Merger		84
	Termination		86
	Fees and Expenses		87
	Amendment		88
	Waivers		88
AGREEMENTS RELATED TO THE MERGER			89
GEAC BUSINESS			93
GEAC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			108
GEAC MANAGEMENT			123
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF GEAC			129
EXTENSITY BUSINESS			130
EXTENSITY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			138
EXTENSITY MANAGEMENT			150
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF EXTENSITY			153
LEGAL MATTERS			155
EXPERTS			155
DESCRIPTION OF GEAC SHARE CAPITAL			156
GEAC SHAREHOLDER PROTECTION RIGHTS PLAN			157
COMPARISON OF STOCKHOLDER RIGHTS AND CORPORATE GOVERNANCE MATTERS			162
APPRAISAL RIGHTS			176
WHERE YOU CAN FIND MORE INFORMATION			179
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEXES
	A:  Amended and Restated Agreement and Plan of Merger		A-1
	B:  Opinion of Broadview International LLC		B-1
	C:  Form of Voting and Proxy Agreement		C-1
	D:  Form of Lock-up Agreement		D-1
	E:  Appraisal Rights — Delaware General Corporations Law Section 262		E-1

ii

QUESTIONS AND ANSWERS FOR EXTENSITY STOCKHOLDERS

      The following questions and answers are intended to address some commonly asked questions regarding the merger. These questions and answers may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this proxy statement/prospectus and the annexes to this proxy statement/prospectus.

Q: Why are the companies proposing to merge? (See pages 53 and 54)

A:  Geac believes that its acquisition of Extensity should enable Geac to extend the functionality of its enterprise application suite and better meet the needs of its enterprise customers worldwide. Extensity is proposing to merge with Geac because it believes the resulting combination will create a stronger, more competitive company with a broader product portfolio, greater financial strength and stronger growth prospects than Extensity would have on its own. The acquisition would offer Extensity stockholders the opportunity either to participate in the broader market opportunities and growth potential of Geac, through an election to receive Geac common shares in the merger, or to realize a premium for the value of their Extensity shares in comparison with their recent historical trading levels prior to announcement of the merger, through an election to receive cash in the merger. To review the background and reasons for the merger in greater detail, see the sections entitled “The Merger — Background of the Merger,” “— Geac’s Reasons for the Merger” beginning on page 53 and “— Extensity’s Reasons for the Merger” beginning on page 54.

Q:  What will the Extensity stockholders receive in the merger? (See page 77)

A:  Each Extensity stockholder will be able to elect to receive for each share of Extensity Common Stock 0.627 of a Geac common share or US$1.75 in cash, each such amount to be subject to adjustment depending on the amount of Extensity’s working capital at the closing of the merger. Shares of Extensity common stock with respect to which a stock election is made are referred to as “stock election shares,” and shares with respect to which a cash election is made, or with respect to which no valid election is made, are referred to as “cash election shares.” You can make different elections for different Extensity shares and thus receive a mix of cash and Geac shares.

To review the merger consideration and the possible working capital adjustment in more detail, see the sections entitled “The Merger Agreement — Consideration Extensity Stockholders Will Receive in the Merger” beginning on page 77 and “The Merger — Structure of the Merger and Conversion of Extensity Common Stock” beginning on page 65.

Q:  What will happen to outstanding Extensity stock options? (See page 79)

A:  Options to purchase Extensity common stock with exercise prices greater than US$1.50 per share will accelerate and become fully vested and exercisable immediately prior to, and contingent upon, the closing of the merger. If not exercised, these options will terminate immediately before the closing, so that they will not be outstanding or exercisable after the merger closes. All of the options to purchase Extensity common stock subject to accelerated vesting in connection with the merger have an exercise price equal to, or greater than, US$2.15, which is greater than the price at which Extensity common stock has traded since August 26, 2002, the date on which the merger was announced.

Options to purchase Extensity common stock with exercise prices of US$1.50 or less will not be subject to accelerated vesting or termination in connection with the merger and after the closing of the merger will remain outstanding and exercisable to the same extent as such options were outstanding and exercisable immediately prior to the closing of the merger.

Upon completion of the merger, Geac will assume all then-outstanding options to purchase shares of Extensity common stock. The number of Geac common shares issuable upon exercise of each assumed option will be equal to the product of the number of shares of Extensity common stock issuable upon exercise of the original Extensity option multiplied by 0.627 (subject to the possible working capital

1

adjustment). The exercise price of each assumed option will be equal to the quotient determined by dividing the exercise price of the original Extensity option by 0.627, subject to the possible working capital adjustment.

Q:  What will happen to the rights of participants in the Extensity Employee Stock Purchase Plan? (See page 79)

A:  Extensity will shorten the current offering period under the 2000 Extensity Employee Stock Purchase Plan by setting a new exercise date that precedes the day before the closing of the merger. Each participant will have the opportunity to withdraw from the plan and be paid his or her accumulated withholdings under the plan, or to have the accumulated withholdings applied to the purchase of shares of Extensity common stock on the accelerated exercise date in accordance with the plan. Extensity will notify the participants of the plan of this change before the new exercise date.

Q:  What do I need to do now? (See page 68)

A:  You should carefully read this document, including its annexes, and consider how the merger will affect you. You should then indicate on your proxy card how you want to vote and sign and mail it in the enclosed white return envelope marked for this purpose as soon as possible so that your shares will be represented at the special meeting of Extensity stockholders. If you sign and send in your proxy and do not indicate how you want to vote, your proxy will be counted as a vote “FOR” the adoption and approval of the merger agreement and the merger and “FOR” the adjournment proposal. If you abstain or if you fail to sign and return a proxy, it will have the effect of a “no” vote on the merger and on the adjournment proposal (unless, in the case of the adjournment proposal only, more than 25 percent of the shares of Extensity common stock outstanding on the record date are voted “for” the proposal, in which case neither abstentions nor broker non-votes will affect the outcome on that proposal).

You should also carefully follow the procedure for electing to receive cash or Geac common shares in the merger described in the following paragraphs and on page 68.

Q:  How do I elect to receive cash, Geac common shares or both in the merger? (See page 68)

A:  Whether or not you vote at Extensity’s special meeting of stockholders, in order to elect the form of consideration you will receive in the merger, you should complete and separately return the election form, together with your stock certificates, to Computershare Trust Company of Canada, the exchange agent, in the enclosed brown envelope, according to the instructions accompanying the form. If your shares are held in “street name,” you should follow your broker’s instructions. If you fail to make a timely or proper election, you will receive cash for all of your shares of Extensity common stock.

Please read the instructions accompanying the proxy card and the election form carefully. DO NOT return your proxy card and your election form in the same envelope.

Q:  If my shares are held in street name by my broker, will my broker vote my shares for me? (See page 47)

A:  Brokers cannot vote your shares on the merger proposal or the adjournment proposal without instructions from you on how to vote. Therefore, it is important that you follow the directions provided by your broker about how to instruct your broker to vote your shares. If you fail to provide your broker with instructions, that will have the same effect as your voting against the merger proposal, but will have no effect on the adjournment proposal.

Q:  What do I do if I want to change my vote? (See page 46)

A:  If you want to change your vote, you may do so at any time before your proxy is voted at the special meeting of Extensity stockholders. You can do this in one of three ways. First, you can send a written, dated notice stating that you would like to revoke your proxy. Second, you can complete, date and

2

submit a new proxy card. Third, you can attend the special meeting and vote in person, but your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions.

Q.  What do I do if I want to revoke or change my election to receive Geac common shares or cash? (See page 69)

A.  If you want to revoke or change your election to receive Geac common shares or cash, you may do so at any time prior to the election deadline, which is 5:00 p.m. on the business day immediately before the date of the closing of the merger. You can do this by sending a written notice to the exchange agent indicating your desire to either revoke or change your election. If you are changing your election, this notice should be accompanied by a properly completed and signed election form indicating your changed election. If you revoke your election after you have transmitted to the exchange agent your stock certificates, the exchange agent will return those certificates to you. You will not be able to change or revoke your election following the election deadline. Revocation of an election without making a subsequent valid election means you will receive cash in the merger.

Q: Should I send in my stock certificates with my proxy card? (See page 69)

A:  No. Please DO NOT send your stock certificates with your proxy card. Rather, prior to the election deadline, you should send your Extensity common stock certificates to the exchange agent, together with your completed, signed election form in the enclosed brown envelope. If your shares are held in “street name,” follow your broker’s instructions.

Q.  What will I receive in the merger if I fail to make an election to receive Geac common shares or cash or if I revoke my election? (See page 77)

A.  If you fail to make a valid cash election or stock election, or if you revoke your election without making a subsequent valid election, you will receive, in exchange for each share of Extensity common stock held by you, an amount in cash equal to US$1.75, subject to a possible working capital adjustment.

Q:  When do you expect the merger to be completed? (See page 65)

A:  We are working toward completing the merger as quickly as possible. We expect to complete the merger on March 3, 2003. Because the merger is subject to satisfaction of a number of conditions we cannot predict the exact timing. For more details, see the section entitled “The Merger Agreement — Conditions to the Merger,” “— Termination,” and “— Fees and Expenses” beginning on pages 84, 86 and 87.

Q:  Where can I find more information about Geac and Extensity? (See page 179)

A:  Extensity files reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy reports, proxy statements and other information filed by Extensity with the Securities and Exchange Commission at the SEC’s public reference room at 450 Fifth Street, NW, Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information concerning the public reference room. Extensity files its reports, proxy statements and other information electronically with the SEC. You may access information on Extensity on the SEC’s website at www.sec.gov. Reports, statements and other information concerning Extensity can also be inspected at the NASDAQ National Market, Operations, 1735 K Street N.W., Washington, D.C. 20006.

Geac is a Canadian company whose common shares are listed on the Toronto Stock Exchange. To date, Geac has not been required to file periodic reports, proxy statements or other information (other than this proxy statement/prospectus and related information) with the SEC. Geac files reports, statements and other information with the Canadian provincial securities administrators, which are

3

available at various of the Canadian provinces’ securities administrators’ public reference sources. Geac filings are also electronically available to the public from the Canadian System for Electronic Document Analysis and Retrieval, the Canadian equivalent of the Securities and Exchange Commission EDGAR system, at www.sedar.com.

Q:  Whom should I call with questions? (See page 180)

A:  If you have additional questions about the merger or about the solicitation of your proxy, you should contact Georgeson Shareholder Communications, Inc., at 1-866-295-4329.

4

SUMMARY OF THE PROXY STATEMENT/ PROSPECTUS

      This summary provides an overview of what Geac and Extensity believe are the material aspects of the merger. This summary may not contain all of the information that is important to you. To better understand the merger, Geac and Extensity urge you to read carefully this entire proxy statement/prospectus and the documents we refer to in this proxy statement/prospectus, including the Annexes. You are encouraged to read the information under “Risk Factors,” beginning on page 24 of this proxy statement/prospectus, for a discussion of important factors you should consider in connection with the merger. For more information, please see “Where You Can Find More Information” on page 179. Geac and Extensity have included page references in this summary directing you to a more complete description of each item.

      In this proxy statement/prospectus, Geac and Extensity often refer to the “combined company,” which means, following the merger, Geac and its subsidiaries, including Extensity and its subsidiary. All references to “CDN$” in this proxy statement/prospectus are to Canadian dollars, and all references to “US$” are to United States dollars. For information about historical rates of exchange between the Canadian dollar and the United States dollar, see “Comparative Per Share Market Price, Dividend and Exchange Rate Data” on page 20.

Geac (see page 93)

      Geac is a global provider of business-critical software applications and systems. Geac is organized around two business groups: its Enterprise Application Systems group, and its Industry Specific Applications group. The Enterprise Application Systems group serves global and medium-sized enterprises by providing software systems that form the backbone of their information technology infrastructures. The Enterprise Application Systems group offers enterprise resource planning systems that consist of integrated business applications for accounting, financial administration and human resources functions, as well as for manufacturing, distribution and supply chain management. The Industry Specific Applications group provides industry-specific business applications that are used by customers in the restaurant, construction, property management, library and real estate industries, and by government and public safety agencies, to manage their businesses and operations.

      Geac is a corporation governed by the Canada Business Corporations Act and was incorporated in 1971. Geac’s principal offices are located at 11 Allstate Parkway, Suite 300, Markham, Ontario L3R 9T8 Canada and its telephone number is (905) 475-0525. Geac’s corporate website is www.geac.com. The information on Geac’s website is not incorporated by reference in this proxy statement/prospectus. Geac, Millennium, Smartstream, JBA, System 21, Interealty, MLXchange, AnswerLink, AppCare and Remanco are registered trademarks, and E Series, M Series, Expert, Run Time, Anael, mPOS, Active Access, commerce.connect, Aurora, eSite, StarProject for Notes and EnRoute Law Enforcement Computer-Aided Dispatch are trademarks, of Geac.

Extensity (see page 130)

      Extensity provides an Internet-based employee relationship management solution for the automation of employee-based financial processes. A major portion of corporate spending is widely dispersed among employees making purchases as part of their day-to-day responsibilities. Extensity’s suite of software applications allows employees to plan business travel, file expense reports, request and approve indirect purchases, and capture time for project and payroll management. At the same time, the application enforces business policy and the use of preferred vendors. Extensity also provides reporting and analytics that leverage the collected data for vendor negotiation, policy control, and improved employee and resource utilization. By automating these complex business processes through the use of Extensity’s products, Extensity’s customers can benefit from the centralized control of employee-initiated corporate spending.

      Extensity is a Delaware corporation and was incorporated in 1995. Extensity’s principal offices are located at 2200 Powell Street, Suite 300, Emeryville, California 94608 and its telephone number is (510) 594-5700. Extensity’s corporate website is www.extensity.com. The information on Extensity’s website is not incorporated by reference in this proxy statement/prospectus. Extensity is a registered

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trademark, and Extensity Expense Reports, Extensity Travel Plans, Extensity Procurement, Extensity Timesheets and Extensity Check Request are trademarks, of Extensity.

The Merger (see page 49)

      Geac and Extensity have entered into an agreement and plan of merger, as amended, that provides for the merger of Cage Acquisition Inc., a Delaware corporation and a subsidiary of Geac, with and into Extensity. Each share of Extensity common stock, except for shares held by stockholders who have properly demanded appraisal rights, will automatically be converted into the right to receive, at the election of the Extensity stockholder, 0.627 of a Geac common share or US$1.75 in cash, subject to adjustment depending on the amount of Extensity’s working capital at the closing (see below). The merger consideration was determined based on arms’ length negotiation between Geac and Extensity. Geac common shares are traded and quoted on the Toronto Stock Exchange under the symbol “GAC.”

      The merger agreement is attached to this proxy statement/ prospectus as Annex A. We encourage you to read it carefully. See the sections of this proxy statement/ prospectus entitled “The Merger” beginning on page 49 and “The Merger Agreement” beginning on page 77.

Working Capital Adjustment (see page 66)

      The purchase price payable in the merger is subject to upward or downward adjustment based on the amount by which the adjusted working capital of Extensity on the day before the closing of the merger, as defined and determined in the manner specified in the merger agreement and referred to in the merger agreement as the “Extensity WC,” varies from a standard specified in the merger agreement. This standard decreases over time according to a formula provided for in the merger agreement. At the closing of the merger, the purchase price will be adjusted upward or downward if the Extensity WC varies from the working capital standard by more than three percent on that date. For each US$264,000 by which the Extensity WC varies from the working capital standard by more than three percent, the cash price will be adjusted by approximately US$0.01 and the share exchange ratio will be adjusted by approximately 0.004 shares. Notwithstanding any upward adjustment to the purchase price, the maximum number of Geac shares issuable in the merger plus Geac shares issuable under options assumed by Geac in the merger is limited to 17,650,000 shares. Assuming that Extensity stockholders holding an aggregate of 25,199,457 shares of Extensity common stock each elect to receive Geac common shares in the merger, and that Geac assumes Extensity options to purchase approximately 911,615 shares of Extensity common stock in the merger, this limit would be reached if the Extensity WC at closing exceeds one hundred and three percent of the working capital standard in effect at the closing by approximately US$3.6 million. There is no comparable limit to the maximum amount of cash payable in the merger.

      The Extensity WC, determined in the manner specified in the merger agreement, was US$31,297,000 million at December 31, 2002. The following table illustrates, at the dates indicated, the change in the US$1.75 cash price and the 0.627 share exchange ratio at various assumed amounts of Extensity WC. The closing dates and Extensity WC amounts presented below have been selected for illustrative purposes only and should not be construed as predictions about the probability or timing of the merger, the probable working capital amounts on the dates shown or any other features of the merger. See the section in this proxy statement/prospectus entitled “The Merger — Structure of the Merger and Conversion of Extensity Common Stock” beginning on page 65 for a more complete description of the working capital adjustment, including an example of how the share limit discussed above could affect the Geac share exchange ratio. Had the merger been completed on December 31, 2002, there would have been no working capital adjustment. Extensity and Geac will endeavor to make available before the special meeting a calculation of the Extensity WC, determined in the manner specified in the merger agreement

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as of January 31, 2003. Extensity stockholders may obtain this updated information, to the extent available before the special meeting, by calling toll free 1-800-295-4329.

	Assumed Closing Date
	February 15, 2003				March 15, 2003
Assumed Extensity
WC	Cash Price		Exchange Ratio		Cash Price		Exchange Ratio
(in thousands)
US$27,000		US$1.71		0.614		US$1.74		0.623
29,000		1.75		0.627		1.75		0.627
31,000		1.80		0.645		1.83		0.655

Opinion of Extensity’s Financial Advisor (see page 56)

      In connection with the consideration and approval of the merger by Extensity’s board of directors, Extensity’s financial advisor, Broadview International LLC, delivered to the Extensity board of directors an oral opinion, subsequently confirmed in writing, as to the fairness, from a financial point of view, as of August 23, 2002, of the aggregate consideration to be received by Extensity stockholders in the merger, based upon and subject to the various considerations described in the opinion. The full text of the written opinion of Broadview International LLC, dated August 23, 2002 is attached to this proxy statement/prospectus as Annex B. You should read the opinion carefully to understand the procedures followed, the assumptions made, matters considered and limitations on the review undertaken in providing the opinion.

      The opinion of Broadview was directed to the Extensity board of directors and does not constitute a recommendation to any Extensity stockholder as to how to vote on the merger, or whether to elect Geac common shares or cash. The opinion also does not address the prices at which Geac’s common shares may be expected to trade before or after the proposed merger.

Conditions to Completion of the Merger (see page 84)

      The completion of the merger depends upon the satisfaction of a number of conditions, including:

•  the adoption and approval of the merger agreement and the merger by the stockholders of Extensity;

•  fewer than seven percent of Extensity’s outstanding shares demanding appraisal rights;

•  the absence of notice from any of four specified Extensity executives that they do not intend to remain employed by Extensity pursuant to the employment agreements described elsewhere in this proxy statement/ prospectus;

•  the absence of stop orders, injunctions or other legal or regulatory restraints prohibiting the merger;

•  the listing on the Toronto Stock Exchange of the Geac common shares to be issued to the Extensity stockholders who elect to receive Geac shares and of any additional Geac common shares required to be reserved for issuance in connection with the Extensity options assumed by Geac;

•  the absence of any material adverse effect, as defined in the merger agreement, involving Geac or Extensity;

•  the absence of any material breach of the representations, warranties or covenants of the parties in the merger agreement; and

•  other contractual conditions specified in the merger agreement.

      If the law permits, any condition to the merger may be waived by the party for whose benefit it is included in the agreement. The law does not permit Geac or Extensity to waive conditions relating to stockholder approval, injunctions or court orders.

      The obligation of Geac to consummate the merger under the merger agreement is not contingent on Geac’s obtaining additional financing from any outside source. Geac estimates that, if all Extensity stockholders were to elect to receive cash in the merger, the aggregate amount of such cash consideration

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would be approximately CDN$70.9 million. Geac believes that its cash and cash equivalents, and the cash and cash equivalents and short-term investments of Extensity, will be adequate to finance this potential cash requirement.

Votes Required (see page 47)

      Assuming a quorum is present, adoption and approval of the merger agreement and the merger requires the affirmative vote of holders of a majority of the outstanding shares of Extensity common stock outstanding on the record date for the special meeting. Abstentions or broker non-votes will have the same effect as a vote against the merger proposal. Assuming a quorum is present, approval of the adjournment proposal only requires the affirmative vote of a majority of the shares present at the special meeting, either in person or represented by proxy, and entitled to vote thereat. Abstentions will have the effect of a vote against this proposal. Non-votes will not be counted for any purpose in determining whether this proposal has been approved. Extensity’s stockholders are entitled to cast one vote per share of Extensity stock owned as of that record date. The holders of 6,305,695 shares of Extensity common stock, or approximately 25% of the outstanding shares of Extensity common stock as of the record date, have agreed to vote those shares in favor of adoption and approval of the merger agreement and the merger.

Restrictions on Soliciting Alternative Transactions (see page 82)

      Extensity has agreed that it will not initiate or engage in any discussion regarding a prospective business combination of Extensity with any party other than Geac except in limited circumstances. These limited exceptions to this prohibition are intended to enable Extensity’s board to fulfill its fiduciary duties to Extensity’s stockholders. Each of Extensity’s officers, directors and stockholders who signed a voting agreement also agreed not to initiate or engage in any such discussions, except in limited circumstances.

Conduct of Geac and Extensity Before the Merger (see page 81)

      Extensity has agreed that while the merger is pending, it and its subsidiaries will carry on their businesses in the ordinary and usual course. Extensity has also agreed to use all reasonable efforts to preserve its current business organizations, keep available the services of its current officers and other key employees, and preserve its relationships with those persons having business dealings with it. Geac and Extensity have also each agreed that until the earlier of the closing of the merger or the termination of the merger agreement, or unless the other company consents in writing and as contemplated by the merger agreement, it and each of its subsidiaries will conduct its business in compliance with specific restrictions.

U.S. and Canadian Approvals and Regulatory Requirements (see page 71)

      Completion of the merger will require compliance with applicable federal and state securities laws in connection with the issuance of Geac common shares pursuant to the merger and the solicitation of proxies for the Extensity special stockholders’ meeting and compliance with applicable provisions of the Delaware General Corporation Law and the Canada Business Corporations Act. Except as described in the previous sentence, Geac and Extensity do not expect to be required to make filings with, or receive the approval of antitrust or other governmental authorities in, any foreign jurisdiction.

Termination of the Merger Agreement; Termination Fees (see page 86)

      Geac and Extensity can agree to terminate the merger agreement at any time before completing the merger. Also, either of Geac or Extensity may, without the other’s consent, but subject to limitations, terminate the merger agreement:

•  if the merger has not been completed on or before March 15, 2003;

•  if approval of the merger by Extensity’s stockholders is not obtained;

•  if an injunction prohibiting or restraining the merger has been issued;

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•  if the other company has breached its representations, warranties or covenants under the merger agreement; or

•  for other reasons described under the heading “The Merger Agreement — Termination” on page 86.

      In certain cases, termination of the merger agreement will require one party to pay the other a termination fee and expenses. See “The Merger Agreement — Fees and Expenses” on page 87.

Accounting Treatment of the Merger (see page 70)

      Geac will account for the merger using the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations.” The assets acquired and liabilities assumed from Extensity will be recorded at their fair values as of the date of the merger. Any excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets acquired will be recorded as goodwill. The results of operations of Extensity will be included in Geac’s results of operations from the date of the closing of the merger.

U.S. Restrictions on the Ability of Affiliates of Geac and Extensity to Sell Geac Shares (see page 71)

      For purposes of the Securities Act of 1933, all Geac common shares that an Extensity stockholder receives in connection with the merger will be freely transferable unless the holder is considered an “affiliate” of either Geac or Extensity under the Securities Act. Geac common shares held by affiliates may be sold only pursuant to an effective registration statement covering the resale of the shares, or an exemption under the Securities Act. In addition, certain Extensity stockholders have agreed to limitations on their ability to sell or transfer any Geac shares they receive in the merger during the period ending eight months after the merger closes. See “The Merger — Interests of Extensity’s Directors and Officers in the Merger” on page 63. As of the record date, these stockholders own, in the aggregate, 6,597,164 shares of Extensity common stock.

Comparison of Stockholder Rights and Corporate Matters (see page 162)

      Current Extensity stockholders who elect to receive Geac shares in the merger will cease to be Extensity stockholders and will become shareholders of Geac. While the rights and privileges of stockholders of a corporation organized under the Canada Business Corporations Act such as Geac are, in many instances, comparable to those of stockholders of a Delaware corporation such as Extensity, there are material differences. These differences arise from differences between the Delaware General Corporation Law (DGCL) and the Canada Business Corporations Act (CBCA) and between the charters and bylaws of Extensity and Geac. These differences include:

•  the amount of the authorized capital of each of the corporations;

•  the director qualifications imposed by the Canada Business Corporations Act on the Geac directors;

•  the method of filling vacancies on the board of directors;

•  the method and approval thresholds for changes to governing documents of the corporations;

•  the quorum requirements for meetings of shareholders;

•  the timing of the annual meeting of shareholders, the persons entitled to call a special shareholder meeting, who can submit a shareholder proposal and the contents of that proposal;

•  the circumstances for the application of appraisal rights;

•  the circumstances and timing for a shareholder to bring a derivative action;

•  the ability of a corporation to pay dividends and repurchase shares;

•  the standard for fiduciary duties of directors;

9

•  the provisions relating to indemnification of directors, the extent of director liability, and

•  the treatment of transactions with interested directors; and

•  the requirements for extraordinary corporate transactions.

      For a discussion of significant differences in the rights of holders of Extensity common stock and the rights of holders of Geac common shares, see “Comparison of Stockholder Rights and Corporate Governance Matters” beginning on page 162.

Directors and Executive Officers of Geac After the Merger

      Geac’s directors and executive officers will not change as a result of the merger.

Material United States Federal Income Tax Consequences of the Merger (see page 72)

      In general, Extensity’s stockholders are expected to have taxable gain or deductible loss for United States federal income tax purposes in the merger regardless of whether they elect to receive cash or Geac common shares in the merger or they receive cash because they exercise statutory appraisal rights. Any Geac common shares that an Extensity stockholder elects to receive in the merger will have a new holding period for capital gain purposes which will commence on the day following the closing of the merger.

      Extensity stockholders should be aware that if less than 20% of the merger consideration paid by Geac and its subsidiary is paid in cash, there is some risk that the merger might be characterized by the Internal Revenue Service of the United States or by a court as a tax-free reorganization rather than as a taxable transaction. If the merger is treated as a tax-free reorganization, an Extensity stockholder will recognize no gain or loss upon conversion of shares of Extensity common stock into Geac common shares, but will recognize gain (but not loss) to the extent that any cash is received in exchange for the Geac common shares. For further information regarding the U.S. tax consequences of the merger, see “The Merger — Material United States Federal Income Tax Consequences” beginning on page 72.

Material Canadian Federal Income Tax Consequences of the Merger (see page 75)

      Extensity stockholders who are not resident in Canada for the purposes of the Income Tax Act (Canada) will generally not be subject to Canadian federal income tax upon the merger or because they exercise statutory appraisal rights. See “The Merger — Material Canadian Federal Income Tax Consequences” beginning on page 75.

Interests of Certain Persons in the Merger (see page 63)

      When considering the recommendations of Extensity’s board of directors, you should be aware that certain Extensity directors and officers have interests in the merger that are different from, or are in addition to, yours. These interests include the following:

•  The directors and executive officers of Extensity have signed lock-up agreements with Geac that restrict their ability to transfer Geac common shares received in the merger (if any) for a period of eight months after the merger closes.

•  Under Extensity’s Executive Change in Control Severance Benefit Plan, each officer of Extensity holding the position of Senior Vice President or higher, including Sharam Sasson, Extensity’s Chairman of the Board, and Robert Spinner, Extensity’s President and Chief Executive Officer, is entitled to severance benefits in the event the employment of such officer is terminated without cause or is constructively terminated one month prior to or twelve months following an acquisition of Extensity, such as the proposed merger.

•  Elizabeth Ireland, Mark Oney, Don Smith and David Yarnold, currently executive officers of Extensity, have each entered into employment agreements with Geac and Extensity which provide for continued employment with Extensity after the merger and, under specified conditions,

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	forgiveness of outstanding promissory notes payable to Extensity. Under these agreements, these officers will no longer be entitled to any severance benefits under Extensity’s Executive Change in Control Severance Benefit Plan.
•	Under the merger agreement, Geac has agreed for a period of six years following the completion of the merger to maintain insurance covering those persons who were, as of August 26, 2002, insureds under the directors’ and officers’ liability insurance policy maintained by Extensity on that date, as well as any rights to indemnification now existing in favor of the current and former directors and officers of Extensity, against liabilities arising out of any such person’s service as a director or officer of Extensity.
•	All of the 1,916,323 options to purchase Extensity common stock held by Extensity’s directors and executive officers subject to accelerated vesting as a result of the merger have an exercise price that is equal to or greater than US$2.15, which is greater than the recent trading price of Extensity common stock. Extensity common stock has traded between US$1.65 and US$1.83 during the period beginning August 27, 2002, the day after the merger was announced, and ending on February 5, 2003, the record date for the special meeting of Extensity stockholders. Unless exercised, all 1,916,323 of these options will terminate and be cancelled prior to the completion of the merger.

Appraisal Rights (see page 72)

      Under Delaware law, if the merger is completed, Extensity stockholders who do not vote in favor of the adoption and approval of the merger agreement and the merger will have the right to seek appraisal of the fair value of their shares, provided that they submit a written demand for such an appraisal before the vote on the merger agreement and they otherwise comply with Delaware law as explained in the proxy statement. For an explanation of the procedures for perfecting your appraisal rights, see the section entitled “The Merger — Extensity Stockholders’ Appraisal Rights” on page 72.

Possible Share Repurchase Program

      Geac has announced its intention to consider the adoption of a share repurchase program following the completion of the merger. Geac is precluded by law from commencing any repurchase of shares prior to the completion of the merger. We cannot assure you that Geac’s board of directors will adopt and approve any share repurchase program, or that, if such a program is adopted, any repurchases will be made and what effect, if any, such repurchases will have on Geac’s share price.

Recent Developments — Extensity’s Results of Operations for the Fourth Quarter

      Based on a preliminary analysis of its unaudited results of operations for the three months ended December 31, 2002, Extensity estimates that its revenues for the quarter were approximately US$4.8 million, including approximately US$2.0 million in license revenue, approximately US$2.6 million of services and maintenance revenue and approximately US$260,000 of hosted revenue. Extensity estimates that it incurred a net loss of approximately US$2.3 million (or approximately US$0.09 per share) for the quarter. At December 31, 2002, Extensity estimates that its total assets were approximately $41.5 million, total liabilities were approximately $10.5 million and total stockholders’ equity was approximately $31.1 million.

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GEAC SELECTED CONSOLIDATED FINANCIAL DATA

      The following selected consolidated financial information as of and for the fiscal years ended April 30, 2001 and 2002 is derived from Geac’s audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States, or US GAAP, which are included elsewhere in this proxy statement/ prospectus, and is presented in Canadian dollars. For information about the historical rates of exchange between the Canadian dollar and the United States dollar, see “Comparative Per Share Market Price, Dividend and Exchange Rate Data.” The selected consolidated financial information as of October 31, 2002 and for the six months ended October 31, 2001 and 2002 is derived from Geac’s unaudited consolidated financial statements prepared in accordance with US GAAP which are also included elsewhere in this proxy statement/ prospectus, and which, in the opinion of Geac’s management, reflect all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the financial position and results of operations of Geac as of such dates and for these periods.

							Six Months
		Year Ended April 30,					Ended October 31,
		2001			2002		2001		2002
		(Canadian dollars; amounts in thousands,
		except per share amounts)
Statement of Operations Data — US GAAP
Total revenues		$	837,683		$	719,452	$	362,459	$	314,375
Income (loss) from operations			(346,792	)		67,805		57,674		52,915
Net income (loss)			(234,792	)		42,064		34,122		34,296
Net income (loss) per share:
	Basic	$	(3.78	)	$	0.58	$	0.50	$	0.44
	Diluted		(3.78	)		0.56		0.49		0.43
Total weighted average number of common shares outstanding:
	Basic		62,068			73,130		68,178		78,326
	Diluted		62,068			75,784		69,908		80,358

	As of April 30,
						As of October 31,
	2001			2002		2002
	(Canadian dollars; amounts in thousands)
Balance Sheet Data — US GAAP
Total assets	$	428,339		$	449,451	$	374,253
Long-term debt		6,483			9,954		7,673
Share capital and additional paid-in capital		116,201			158,312		159,859
Shareholders’ equity (deficiency)		(56,953	)		23,562		54,082

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      As a Canadian company subject to the Canada Business Corporations Act and to the reporting requirements of the securities regulatory authorities in Canada, Geac is required to prepare and to file in Canada financial statements prepared in accordance with accounting principles generally accepted in Canada, or Canadian GAAP. Canadian GAAP differs in some respects from US GAAP. The following selected consolidated financial information, as of and for the fiscal years ended April 30, 1998, 1999, 2000, 2001 and 2002, is derived from Geac’s audited consolidated financial statements prepared in accordance with Canadian GAAP, as previously filed by Geac with the various securities regulatory authorities in Canada, and is presented in Canadian dollars. Geac’s audited Canadian GAAP financial statements are not included in this proxy statement/ prospectus.

		Fiscal Year Ended April 30,
		1998		1999			2000		2001			2002
		(Canadian dollars; amounts in thousands, except per share amounts)
Statement of Operations Data — Canadian GAAP
Total revenues(1)		$	633,831	$	759,538		$	964,073	$	834,844		$	719,452
Net income (loss) from continuing operations(1)			167,848		(115,553	)		44,742		(351,277	)		51,845
Net income (loss)			168,685		(111,567	)		49,053		(255,775	)		51,845
Net income (loss) from continuing operations per share(1)(2):
	Basic	$	2.81	$	(1.87	)	$	0.72	$	(5.66	)	$	0.71
	Diluted		2.66		(1.87	)		0.71		(5.66	)		0.68
Net income (loss) per share(2):
	Basic	$	2.82	$	(1.80	)	$	0.79	$	(4.12	)	$	0.71
	Diluted		2.67		(1.80	)		0.78		(4.12	)		0.68
Total weighted average number of common shares outstanding:
	Basic		59,715		61,947			61,766		62,068			73,130
	Diluted		64,627		61,947			62,903		62,068			75,784

	As of April 30,
	1998		1999		2000(3)		2001(3)			2002
	(Canadian dollars; amounts in thousands)
Balance Sheet Data — Canadian GAAP
Total assets	$	702,572	$	607,237	$	915,718	$	463,365		$	479,392
Long-term debt		68,860		35,238		10,329		6,483			9,954
Share capital		90,073		106,279		113,060		113,113			154,420
Shareholders’ equity (deficiency)		277,757		164,364		216,876		(35,979	)		53,503

(1)	Amounts for fiscal 1998, 1999 and 2000 have been reclassified to reflect classification of Geac’s SmartStream Reconciliation Systems business, which was sold in July 2002, as discontinued operations.
(2)	Earnings per share for fiscal 2000, 2001 and 2002 were calculated in accordance with revised recommendations in Canadian Institute of Chartered Accountants (CICA) section 3500, “Earnings per Share.” Earnings per share for 1998 and 1999 have not been restated.
(3)	Certain amounts have been reclassified to conform to the current year’s presentation.

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EXTENSITY SELECTED CONSOLIDATED FINANCIAL DATA

      The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Extensity and related notes thereto included elsewhere in this proxy statement/ prospectus. The consolidated statement of operations data for each of the three years ended December 31, 1999, 2000 and 2001 and the consolidated balance sheet data at December 31, 2000 and 2001 are derived from Extensity’s audited consolidated financial statements, which are prepared in accordance with US GAAP and which are included elsewhere in this proxy statement/ prospectus, and are presented in United States dollars. For information about the historical rates of exchange between the Canadian dollar and the United States dollar, see “Comparative Per Share Market Price, Dividend and Exchange Rate Data.” The consolidated statement of operations data for each of the two years ended December 31, 1997 and 1998 and the consolidated balance sheet data as of December 31, 1997, 1998 and 1999 are derived from Extensity’s audited consolidated financial statements, which are prepared in accordance with US GAAP and which are not included in this proxy statement/ prospectus. The consolidated statement of operations data for each of the nine month periods ended September 30, 2001 and 2002 and the consolidated balance sheet data as of September 30, 2002 are derived from Extensity’s unaudited consolidated financial statements, which are prepared in accordance with US GAAP and which are included elsewhere in this proxy statement/ prospectus, and which, in the opinion of Extensity’s management, reflect all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the financial position and results of operations for these periods.

																		Nine Months
																		Ended
			Years Ended December 31,															September 30,
			1997			1998			1999			2000			2001			2001			2002
			(United States dollars; amounts in thousands, except per share amounts)
Consolidated Statement of Operations Data
Revenues:
	Licenses		$	—		$	718		$	3,750		$	14,596		$	20,790		$	16,559		$	4,456
	Services and maintenance			—			409			3,064			10,272			14,091			10,434			9,128
	Hosted			—			—			—			—			199			48			707
		Total revenues	$	—		$	1,127		$	6,814		$	24,868		$	35,080		$	27,041		$	14,291
Gross profit (loss)			$	—		$	(517	)	$	1,517		$	9,251		$	20,203		$	15,319		$	7,031
Loss from operations				(3,335	)		(11,060	)		(23,555	)		(39,575	)		(28,556	)		(25,936	)		(14,269	)
Amortization of non-cash stock based compensation				—			—			4,352			3,977			509			348			64
Restructuring, impairment loss and other				—			—			—			—			6,174			6,174			2,528
Net loss				(3,228	)		(11,032	)		(23,389	)		(34,509	)		(25,953	)		(23,611	)		(13,601	)
Dividend relating to the beneficial conversion feature of Series F Preferred Stock				—			—			1,500			—			—			—			—
Net loss attributable to common stockholders				(3,228	)		(11,032	)		(24,889	)		(34,509	)		(25,953	)		(23,611	)		(13,601	)
Net loss per share attributable to common stockholders(1):
	Basic and diluted		$	(4.35	)	$	(8.25	)	$	(11.20	)	$	(1.63	)	$	(1.09	)	$	(1.00	)	$	(0.55	)
	Weighted average shares			742			1,338			2,222			21,206			23,840			23,680			24,783

14

	As of December 31,													As of
														September 30,
	1997			1998			1999			2000		2001		2002
	(United States dollars; amounts in thousands)
Consolidated Balance Sheet Data
Cash, cash equivalents and short-term investments	$	2,560		$	10,883		$	24,285		$	79,620	$	46,339	$	35,244
Working capital		2,061			7,319			13,227			62,721		41,403		30,336
Total assets		3,584			13,811			31,661			99,762		59,222		43,631
Notes payable and capital lease obligations, non-current		—			2,471			1,285			368		54		—
Mandatorily redeemable convertible preferred stock		6,983			21,269			49,648			—		—		—
Total stockholders’ equity (deficit)		(4,040	)		(15,012	)		(35,061	)		70,246		46,195		33,016

(1)  For an explanation of the determination of the number of shares used to compute basic and diluted net loss per share, see note 1 to Extensity’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

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SUMMARY UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL INFORMATION

      The following summary unaudited pro forma condensed combined financial information gives effect to the acquisition by Geac by way of the merger described herein of all of the outstanding common shares of Extensity. The summary unaudited pro forma condensed combined financial information is prepared in accordance with US GAAP and presented in Canadian dollars and is derived from and should be read in conjunction with the unaudited pro forma condensed combined financial information and notes thereto which are included elsewhere in this proxy statement/ prospectus, which give effect to the merger using the purchase method of accounting.

      The unaudited pro forma condensed combined balance sheet information as of October 31, 2002 gives effect to the merger as if it had occurred on October 31, 2002. The unaudited pro forma condensed combined balance sheet information is based on the unaudited consolidated balance sheet of Geac as of October 31, 2002 and the unaudited consolidated balance sheet of Extensity as of September 30, 2002, both included elsewhere in this proxy statement/ prospectus.

      The unaudited pro forma condensed combined statement of operations information for the year ended April 30, 2002 and the six months ended October 31, 2002 reflect the merger as if it had occurred on May 1, 2001. The unaudited pro forma condensed combined statement of operations information for the year ended April 30, 2002 is based on the audited consolidated statement of operations of Geac for the year ended April 30, 2002 included elsewhere in this proxy statement/ prospectus and on the results of operations of Extensity for the twelve months ended March 31, 2002 (which are derived from Extensity’s audited consolidated statement of operations for the year ended December 31, 2001, less the unaudited results of its operations for the three months ended March 31, 2001, plus the unaudited results of its operations for the three months ended March 31, 2002).

      The summary unaudited pro forma condensed combined statement of operations information for the six months ended October 31, 2002 is based on the unaudited consolidated interim statement of operations of Geac for the six months ended October 31, 2002 included in this proxy statement/ prospectus and the unaudited consolidated statement of operations information of Extensity for the six months ended September 30, 2002 the sum of which is derived from Extensity’s unaudited consolidated statements of operations for the three month periods ended June 30, 2002 and September 30, 2002.

      The summary unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the combined financial position or results of operations of future periods or the results that actually would have been realized had Geac and Extensity been a single entity during the periods presented. We have presented this summary unaudited pro forma condensed combined financial information on alternative bases; first, on the basis that all Extensity stockholders elect to receive cash in the merger, and second, on the basis that all Extensity stockholders elect to receive Geac common shares in the merger. In each case, we have assumed that no working capital adjustment is made. The unaudited pro forma condensed combined financial information reflects pro forma adjustments that are based on estimates and assumptions that Geac believes are reasonable. These estimates and assumptions are preliminary and have been made solely for purposes of developing this unaudited pro forma condensed combined financial information. The pro forma adjustments, on both an “all cash” and an “all shares” basis, affect the pro forma statement of operations by increasing pro forma combined net income by CDN$12.9 million for fiscal 2002 and by CDN$4.4 million for the six months ended October 31, 2002. The pro forma adjustments affect the pro forma balance sheet by increasing both the pro forma combined assets and the pro forma combined liabilities, preferred stock and shareholders’ equity by CDN$33.5 million on an “all cash” basis and $39.4 million on an “all shares” basis. For an explanation of the basis of presentation of the unaudited pro forma condensed combined financial information and an explanation of the pro forma adjustments, see notes 2 and 3 to the unaudited pro forma condensed combined financial information, included elsewhere in this proxy statement/prospectus. The summary pro forma condensed combined financial information should be read in conjunction with the respective consolidated financial statements and related notes thereto and the sections

16

entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of both Geac and Extensity included in this proxy statement/ prospectus.

	Year		Six Months
	Ended		Ended
	April 30, 2002		October 31, 2002
	(Canadian dollars; amounts in thousands,
	except per share data)(1)
Pro forma statement of operations data:
Total revenues	$	766,241	$	329,601
Net income		17,992		25,410

						Six Months
		Year Ended				Ended
		April 30, 2002				October 31, 2002
		All		All		All		All
		Cash		Shares		Cash		Shares
		(Canadian dollars; amounts in thousands, except
		per share data)(1)
Net income per share:
	Basic	$	0.25	$	0.20	$	0.32	$	0.27
	Diluted		0.24		0.20		0.31		0.26
Total weighted average number of shares outstanding:
	Basic		73,130		89,162		78,326		94,358
	Diluted		76,146		92,178		80,714		96,746

	As of
	October 31, 2002
	(Canadian dollars;
	in thousands)(1)
	All		All
	Cash		Shares
Pro forma balance sheet data:
Total assets	$	409,941	$	482,889
Share capital and additional paid-in capital		159,859		232,807
Shareholders’ equity		55,451		128,399

(1)  Extensity’s financial data have been converted to Canadian dollars for purposes of this unaudited pro forma condensed combined financial information using the prevailing exchange rate on the date of the pro forma balance sheet (i.e., US$1.00 equals CDN$1.59) and the average exchange rate during the periods presented in the case of the pro forma statement of operations data (i.e., US$1.00 equals CDN$1.57 for the twelve months ended March 31, 2002 and CDN$1.56 for the six months ended September 30, 2002).

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COMPARATIVE PER SHARE DATA

      The following table presents in Canadian dollars (i) for Geac, its historical net income per share for fiscal year 2002 and the six months ended October 31, 2002 and book value per share as of October 31, 2002 in comparison with its pro forma net income and pro forma book value per share; and (ii) for Extensity, its historical loss per share for the twelve month period ended March 31, 2002 and the six months ended September 30, 2002 and book value per share as of September 30, 2002 in comparison with its pro forma net income per equivalent share and pro forma book value per equivalent share. The comparative per share data is provided on alternative bases: first, on the basis that all Extensity stockholders elect to receive cash in the merger, and second, on the basis that all Extensity stockholders elect to receive Geac common shares in the merger. In each case, we have assumed that no working capital adjustment is made. Extensity’s pro forma net income per equivalent share and pro forma book value per equivalent share, on both an “all cash” and “all shares” basis, are equal to the pro forma net income per share and pro forma book value per share of Geac on the same basis, multiplied by 0.627, the fraction of a Geac common share to be issued in exchange for each share of Extensity common stock, assuming no working capital adjustment. You should read this information along with the selected historical consolidated financial data of Geac and Extensity, the unaudited pro forma condensed combined financial information of Geac, and the audited consolidated financial statements of Geac and Extensity and the notes thereto included in this proxy statement/ prospectus.

      Geac’s historical book value per common share was calculated by dividing its shareholders’ equity by the number of common shares outstanding as of October 31, 2002. Extensity’s historical book value per common share was calculated by dividing its stockholders’ equity by the number of shares of common stock outstanding as of September 30, 2002. Geac’s pro forma book value per share was computed by dividing its pro forma shareholders’ equity giving effect to the merger by the pro forma number of common shares which would have been outstanding had the merger been completed as of the balance sheet date.

      Neither Geac nor Extensity has declared or paid any cash dividends on its stock within the past five years. Geac does not expect to pay dividends in the immediate future. However the Board of Directors of Geac may decide to pay dividends in the future on Geac common shares should operational circumstances permit, including earnings, financial requirements and business considerations existing at such future time. See “Comparative Per Share Market Price, Dividend and Exchange Rate Data.”

			Year		Six Months
			Ended		Ended
			April 30, 2002		October 31, 2002
			(Canadian dollars)
Geac
Net income per share:
	Historical:
		Basic	$	0.58	$	0.44
		Diluted		0.56		0.43

						Six Months
		Year Ended				Ended
		April 30, 2002				October 31, 2002
		All		All		All		All
		Cash		Shares		Cash		Shares
		(Canadian dollars)
Pro forma:
	Basic	$	0.25	$	0.20	$	0.32	$	0.27
	Diluted		0.24		0.20		0.31		0.26

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		As of October 31,
		2002
		(Canadian dollars)
Book value per share:
	Historical	$	0.69

	All		All
	Cash		Shares
Pro forma	$	0.70	$	1.36

					Six Months
		Twelve Months			Ended
		Ended			September 30,
		March 31, 2002			2002
		(Canadian dollars)(1)
Extensity
Net income (loss) per share:
	Historical — basic and diluted	$	(1.54	)	$	(0.53	)

						Six Months
		Twelve Months				Ended
		Ended				September 30,
		March 31, 2002				2002
		All		All		All		All
		Cash		Shares		Cash		Shares
		(Canadian dollars)(1)
Pro forma equivalent:
	Basic	$	0.16	$	0.13	$	0.20	$	0.17
	Diluted		0.15		0.13		0.19		0.16

		As of
		September 30,
		2002
		(Canadian
		dollars)(1)
Book value per share:
	Historical	$2.08

	All		All
	Cash		Shares
Pro forma	$	$0.44	$	0.85

(1)  Extensity’s historical per share financial data have been converted to Canadian dollars for purposes of this comparative per share data using the prevailing exchange rate on the historical balance sheet date in the case of Extensity’s historical net book value per share (i.e., US$1.00 equals CDN$1.59), and at the average exchange rate during the periods presented in the case of its historical net loss per share (i.e., US$1.00 equals CDN$1.57 for the twelve months ended March 31, 2002 and CDN$1.56 for the six months ended September 30, 2002).

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COMPARATIVE PER SHARE MARKET PRICE,

DIVIDEND AND EXCHANGE RATE DATA

      Geac’s common shares are listed on the Toronto Stock Exchange and traded under the symbol “GAC.” The table below sets forth for the periods indicated the high and low sale prices per Geac common share, in Canadian dollars, and the average daily trading volume on the Toronto Stock Exchange. For current price information with respect to Geac common shares, you are urged to consult publicly available sources. No assurance can be given as to future prices of, or markets for, Geac common shares.

		Geac Common Shares
						Average
						Trading
		High		Low		Volume
		(Canadian dollars)
FISCAL YEAR ENDED APRIL 30, 1998		$	95.00	$	34.75		203,175
FISCAL YEAR ENDED APRIL 30, 1999			57.50		19.45		283,525
FISCAL YEAR ENDED APRIL 30, 2000			38.00		16.80		248,747
FISCAL YEAR ENDED APRIL 30, 2001
	First Quarter	$	21.20	$	8.25		363,414
	Second Quarter		13.25		4.30		612,751
	Third Quarter		5.90		1.95		560,792
	Fourth Quarter		3.79		1.53		299,256
FISCAL YEAR ENDED APRIL 30, 2002
	First Quarter	$	2.95	$	1.56		326,807
	Second Quarter		5.24		2.75		587,323
	Third Quarter		8.55		4.60		646,393
	Fourth Quarter		7.89		3.99		593,001
FISCAL YEAR ENDING APRIL 30, 2003
	First Quarter	$	4.80	$	3.55		196,595
	Second Quarter		4.72		2.60		208,035
MONTH ENDED:
	August 31, 2002		4.72		3.76		130,454
	September 30, 2002		4.46		3.59		158,490
	October 31, 2002		4.28		2.60		327,131
	November 30, 2002		4.50		3.92		183,410
	December 31, 2002		4.65		3.92		253,901
	January 31, 2003		4.48		4.10		183,750

      Extensity’s common stock is quoted on the Nasdaq National Market and traded under the symbol “EXTN.” The table below sets forth for the periods indicated the high and low sale prices per share of Extensity common stock, in United States dollars, and the average daily trading volume on the Nasdaq National Market. For current price information with respect to Extensity common stock, you are urged to consult publicly available sources.

		Extensity Common Stock
						Average
						Trading
		High		Low		Volume
		(United States dollars)
FISCAL YEAR ENDED DECEMBER 31, 2000
	First Quarter (from January 27, 2000)	$	83.50	$	39.00		366,854
	Second Quarter		51.50		9.50		153,216
	Third Quarter		44.75		14.00		186,060
	Fourth Quarter		20.75		3.78		192,330

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		Extensity Common Stock
						Average
						Trading
		High		Low		Volume
		(United States dollars)
FISCAL YEAR ENDED DECEMBER 31, 2001
	First Quarter	$	9.50	$	4.25		215,319
	Second Quarter		10.30		4.94		112,327
	Third Quarter		10.09		2.48		369,961
	Fourth Quarter		3.49		1.80		151,111
FISCAL YEAR ENDING DECEMBER 31, 2002
	First Quarter	$	2.55	$	1.56		75,345
	Second Quarter		1.75		1.01		55,780
	Third Quarter		1.73		0.68		132,580
	Fourth Quarter		1.83		1.65		93,869
FISCAL YEAR ENDING DECEMBER 31, 2003
	First Quarter (through February 5, 2003)	$	1.75	$	1.71		62,486
MONTH ENDED:
	August 31, 2002		1.73		0.68		168,330
	September 30, 2002		1.73		1.65		212,460
	October 31, 2002		1.73		1.65		154,712
	November 30, 2002		1.83		1.71		42,106
	December 31, 2002		1.80		1.70		76,643
	January 31, 2003		1.76		1.71		70,604

Recent Share Price Data

      The table below presents the per share closing prices of Geac common shares on the Toronto Stock Exchange and Extensity common stock on the Nasdaq National Market as of the dates specified. August 26, 2002 was the last trading day before announcement of the merger agreement. The table also sets forth the equivalent per share price for Extensity common stock. The Extensity equivalent price per share is an amount, expressed in United States dollars at the exchange rate in effect on the applicable date, equal to the closing price of one Geac common share on the applicable date, multiplied by 0.627, which is the fraction of a Geac common share to be issued in exchange for each share of Extensity common stock whose holder elects to receive Geac common shares, assuming no working capital adjustment. Extensity stockholders who elect to receive cash for their Extensity shares in the merger will receive an amount equal to US$1.75 for each Extensity share, assuming no working capital adjustment. Changes in the market price of Geac’s common shares or Extensity common stock will not affect the amount of cash or the number of Geac common shares to be received by an Extensity stockholder.

      The cash consideration of US$1.75 per share that Geac will pay in the merger represents a premium of 84% over the last sale price per share of Extensity’s common stock on the Nasdaq National Market immediately prior to the announcement of the proposed merger. Based on the last sale price per share of the Geac common shares on the Toronto Stock Exchange on February 4, 2003 of CDN $4.16, assuming no working capital adjustment and a merger ratio of 0.627, and at the currency exchange rate in effect on that date, the stock consideration payable by Geac in the merger represents a premium of 81% over the last sale price per share of Extensity’s common stock immediately prior to the announcement of the proposed merger. Since the announcement of the proposed merger, Extensity’s common stock has traded at a slight discount to the US$1.75 cash merger price. Subject to the assumptions stated above, the merger consideration payable by Geac would represent a premium of 1%, in the case of the US$1.75 cash merger price, and no premium, in the case of the 0.627 share exchange ratio, compared with the last sale price per share of Extensity’s common stock on February 4, 2003.

21

	Per Share Price
	August 26, 2002		February 4, 2003
Geac common shares		CDN$4.55		CDN$4.16
Extensity common stock		US$0.95		US$1.73
Currency exchange rate at applicable date (CDN$1.00 =)		US$0.64		US$0.66
Equivalent Extensity per share price (assuming stock election)		US$1.83		US$1.72
Cash price per Extensity share (assuming cash election)		US$1.75		US$1.75

      Extensity stockholders are advised to obtain current market quotations for Geac common shares and Extensity common stock and current currency exchange rates between the Canadian dollar and the United States dollar. No assurance can be given as to the market prices of Geac common shares or currency exchange rate or Extensity stock or currency exchange rate at any time before the merger or the market price of Geac common shares at any time after merger. The exchange ratio will not be adjusted to compensate Extensity’s stockholders for decreases in the market price of Geac common shares or currency exchange rate, whether they occur before or after the merger closes. Similarly, the exchange ratio will not be adjusted to compensate Geac for any increases in the market price of Geac common shares.

Exchange Rate Data

      The Geac common shares are quoted and traded on the Toronto Stock Exchange in Canadian dollars. Fluctuations in the currency exchange rate between the Canadian dollar and the United States dollar will cause the value of the Geac common shares received by any Extensity stockholder who makes a stock election to change. The following table sets forth, for each period indicated, the high and low exchange rates for one Canadian dollar expressed in United States dollars, the average of such exchange rates during such period, and the exchange rate at the end of such period, based upon the Bank of Canada Noon Buying Rate:

		Exchange Rates
								Period
		High		Low		Average		End
		(United States dollars)
FISCAL YEAR ENDED APRIL 30, 1998			0.7316		0.6831		0.7118		0.6992
FISCAL YEAR ENDED APRIL 30, 1999			0.6983		0.6343		0.6633		0.6861
FISCAL YEAR ENDED APRIL 30, 2000			0.6973		0.6609		0.6801		0.6752
FISCAL YEAR ENDED APRIL 30, 2001			0.6830		0.6334		0.6611		0.6512
FISCAL YEAR ENDED APRIL 30, 2002			0.6623		0.6199		0.6381		0.6378
FISCAL YEAR ENDING APRIL 30, 2003
	First Quarter		0.6618		0.6303		0.6483		0.6312
	Second Quarter		0.6443		0.6273		0.6354		0.6409
MONTH ENDED:
	August 31, 2002		0.6443		0.6276		0.6378		0.6415
	September 30, 2002		0.6434		0.6306		0.6349		0.6306
	October 31, 2002		0.6409		0.6273		0.6338		0.6409
	November 30, 2002		0.6439		0.6289		0.6365		0.6328
	December 31, 2002		0.6462		0.6331		0.6412		0.6331
	January 31, 2003		0.6589		0.6338		0.6489		0.6572

      On August 26, 2002, the last trading day prior to the announcement of the merger, the exchange rate for one Canadian dollar expressed in United States dollars based on the Noon Rate was U.S. $0.6422. On February 4, 2003 the exchange rate for one Canadian dollar expressed in United States dollars based on the Noon Rate was 0.66024.

22

Dividends

      Neither Geac nor Extensity has declared or paid any cash dividends on its stock within the past five years. Geac does not expect to pay dividends in the immediate future. However the Board of Directors of Geac may decide to pay dividends in the future on Geac common shares should operational circumstances permit, including earnings, financial requirements and business considerations existing at such future time. Geac currently expects that future dividends, if any, would be paid in Canadian dollars.

23

RISK FACTORS

      The merger involves a high degree of risk. Extensity stockholders who make a stock election will be choosing to invest in Geac common shares. An investment in Geac shares involves a high degree of risk. In addition to the other information contained in this proxy statement/prospectus, you should carefully consider all the following risk factors relating to the proposed merger, the combined company, Geac and Extensity in deciding whether to vote in favor of the merger or whether to elect to receive cash or Geac common shares in the merger.

Risks Related to the Merger

There may be substantial difficulties, costs and delays involved in integrating the operations of Geac and Extensity, which could damage the combined company’s business and prospects, and which could adversely affect the value of the Geac common shares you may elect to receive in the merger.

      Integrating Geac and Extensity will be a complex, time consuming and expensive process which could disrupt the combined company’s revenues and operations and damage its future prospects if not completed in an efficient manner. Some of the potential difficulties, costs and delays involved in integrating Geac and Extensity include:

•  distraction of management from the business of the combined company;

•  problems with compatibility of business cultures;

•  unanticipated difficulties in integrating the products and technologies of the two companies;

•  customer perception of an adverse change in service standards, business focus, billing practices or product and service offerings;

•  costs and inefficiencies in delivering products and services to the customers of the combined company;

•  problems in successfully coordinating the research and development efforts of the combined company;

•  difficulty integrating sales, support and product marketing;

•  costs and delays in implementing common systems and procedures, including financial accounting and enterprise resource planning systems; and

•  inability to retain and integrate key management, research and development, technical sales and customer support personnel.

      Any disruption of the combined company’s revenues and operations or damage to its prospects, as perceived by investors, could adversely affect the value of the Geac common shares you may elect to receive in the merger.

Difficulties in integrating Geac and Extensity may prevent the combined company from realizing the strategic benefits of the merger, which could adversely affect the value of the Geac common shares you may elect to receive in the merger.

      Geac and Extensity expect that the combination of the two companies should enable the combined company to extend the functionality of its enterprise application suite and better meet the needs of its enterprise customers worldwide. Until the merger, Geac and Extensity will operate independently, each with its own business, business culture, customers, employees and systems. In order for the combined company to realize the strategic benefits from the merger, the companies must operate as a combined organization after the merger using common:

•  sales, marketing, service and support organizations;

•  information communication systems;

24

•  operating procedures;

•  financial controls; and

•  human resource practices, including benefit, training and professional development programs.

      The merger will not achieve its anticipated benefits unless Geac successfully combines the operations of Extensity with those of Geac and integrates the two companies’ products in a timely manner. Any one or all of the potential difficulties, costs or delays identified above could cause the loss of customers, employees or business partners, increased operating costs or poorer than anticipated financial performance, which could in turn adversely affect the value of the Geac common shares you may receive in the merger.

Uncertainty regarding the timing of completion of the merger, or whether it will be completed at all, may cause customers, suppliers and channel partners to delay or defer doing business with Geac and Extensity, which could disrupt their respective operations and result in a loss of, or delay in generating, revenues.

      The merger will happen only if stated conditions are met, or in certain cases waived, including approval of the merger by Extensity’s stockholders and the absence of any material adverse change in the business of Extensity or Geac. Many of the conditions are outside the control of Extensity and Geac. Both parties also have stated rights to terminate the merger agreement. Accordingly, there may be uncertainty regarding the timing of the completion of the merger, or whether it will be completed at all. This uncertainty may cause customers and suppliers to delay or defer doing business with Extensity or Geac, which could negatively affect their respective businesses. Customers and suppliers may also seek to change existing agreements with Extensity or Geac as a result of the proposed merger. Any delay or deferral of those decisions or changes in existing agreements could have a material adverse effect on the respective businesses of Extensity and Geac, regardless of whether the merger is ultimately completed.

Extensity stockholders will receive a fixed number of Geac common shares or a fixed amount of cash despite changes in market value of Extensity common stock or Geac common shares, and the Canadian dollar value of Geac common shares received in the merger may increase or decrease after Extensity stockholders submit their proxies and make their elections.

      Each Extensity stockholder will be able to elect to receive, upon the completion of the merger, US$1.75 in cash or 0.627 of a Geac common share for each share of Extensity common stock, subject to adjustment depending on the amount of Extensity’s working capital at the closing. Shares of Extensity common stock with respect to which a stock election is made are referred to as “stock election shares,” and shares with respect to which a cash election is made are referred to as “cash election shares.” There will be no adjustment for changes in the market price of either the Extensity common stock or the Geac common shares. In addition, neither Extensity nor Geac may terminate the merger agreement, nor may Extensity withdraw the recommendation of its board of directors or resolicit the vote of its stockholders, solely because of changes in the market price of the Extensity common stock or the Geac common shares. Accordingly, the value of each Geac common share that Extensity stockholders who make a stock election will receive upon the merger’s completion will depend on the market value of Geac common shares when the merger is completed and may decrease from the date you submit your proxy and make your election. The market price of Geac common shares is by nature subject to the general price fluctuations in the market for publicly traded equity securities and has experienced significant volatility. In addition, the market price of the common shares of Geac and the common stock of Extensity may decline as a result of one or more of the risks described in this section. Fluctuations in exchange rates between the Canadian dollar and the United States dollar could affect the value, in United States dollars, of any Geac common shares you receive in the merger. Geac and Extensity urge you to obtain current market quotations for Geac common shares and Extensity common stock and current currency exchange rates between the Canadian dollar and the United States dollar. Geac cannot predict or give any assurances as to the market price of Geac common shares or their value in United States dollars at any time before or after the

25

completion of the merger. See the section entitled “Comparative Per Share Market Price, Dividend and Exchange Rate Data” for additional historical exchange rate and trading information.

The market price of Geac common shares may decline as a result of the merger, and Extensity stockholders who elect to receive Geac common shares may suffer a loss in the value of their investment.

      The market price of Geac common shares may decline as a result of the merger for various reasons, including if:

•  the integration of Geac and Extensity is unsuccessful;

•  Geac does not achieve or is perceived not to have achieved the expected benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts or investors;

•  the combination of the two companies’ businesses does not result in increased per-share earnings of Geac following the merger, taking into consideration the greater number of Geac common shares that will be outstanding as a result of the merger;

•  sales of Geac common shares by former Extensity stockholders, including possible sales by those Extensity executive officers and directors who have signed lock-up agreements, as the restrictions in those agreements expire, have a dampening effect on the market for Geac’s common shares; or

•  the effect of the merger on Geac’s financial results is not consistent with the expectations of financial or industry analysts or investors.

      The market price of the Geac common shares could also decline as a result of unforeseen factors related to the merger or other factors described in this section.

The Geac common shares you may elect to receive are not traded in any established public trading market in the United States, which could result in less research coverage, trading volume and liquidity than would be the case if the Geac common shares were listed or traded in the United States.

      It is a condition to the closing of the merger that the Geac common shares you may elect to receive in the merger be listed on the Toronto Stock Exchange. They are not, and currently are not expected by Geac to be, listed or traded on any stock exchange, automated quotation system or other established public trading market in the United States. An Extensity stockholder who has elected to receive Geac common shares in the merger and desires to sell them will be able to do so only on the Toronto Stock Exchange. Research analysts and institutional investors in the United States may be more inclined to follow or invest in stocks that are traded on exchanges or markets in the United States. As a result, Geac’s shares may receive less research coverage and may consequently experience lower trading volume and liquidity than might have been the case if the Geac common shares had been listed or traded on an exchange or other established trading market in the United States. These factors could limit the appreciation of any Geac common shares that Extensity stockholders receive in the merger.

If less than 20% of the merger consideration is paid in cash, the merger might constitute a tax-free reorganization.

      Geac’s special tax counsel is of the opinion that if more than 20% of the merger consideration paid by Geac and its subsidiary is paid in cash, the merger will constitute a taxable transaction. If the merger constitutes a taxable transaction, Extensity stockholders will recognize gain or loss equal to the difference between their adjusted tax basis in the shares of Extensity common stock they exchange for cash or Geac common shares in the merger and the amount of cash plus the fair market value of any Geac common shares received. Geac’s special tax counsel is of the opinion that if less than 20% of the merger consideration paid by Geac and its subsidiary is paid in cash, the transaction should constitute a taxable transaction. That means that in the opinion of Geac’s special tax counsel, there is some risk that the merger might be characterized by the Internal Revenue Service of the United States or by a court as a tax-free reorganization. If the merger is treated as a tax-free reorganization, an Extensity stockholder will

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recognize no gain or loss upon conversion of shares of Extensity common stock into Geac common shares, but will recognize gain (but not loss) to the extent that any cash is received in exchange for the Geac common shares.

Failure to retain key employees could diminish the anticipated benefits of the merger.

      The success of the merger will depend in part on the retention of personnel who are critical to the business and operations of the combined company due to, for example, their technical skills or management expertise. Employees may experience uncertainty about their future role with Geac and Extensity. Geac and Extensity also have different corporate cultures, and some Geac and Extensity employees may not want to work for the combined company. In addition, competitors may recruit employees during the pendency of the merger and Geac’s subsequent integration of Extensity, as commonly occurs in high technology mergers. If Geac and Extensity are unable to retain personnel who are critical to the successful integration and future operation of the companies, Geac and Extensity could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the merger. It is a condition to Geac’s obligation to complete the merger, which can be waived by Geac, that none of Elizabeth Ireland, Extensity’s Vice President of Marketing, Mark Oney, Extensity’s Vice President of Engineering, Donald Smith, Extensity’s Vice President of Hosted Operations and Customer Advocacy and David Yarnold, Extensity’s Vice President of Worldwide Sales has given notice of his or her intention not to remain employed by Extensity after the merger pursuant to employment agreements entered into by each of them at the time the merger agreement was signed. If one or more of these executives should resign or indicate his or her intention to do so and Geac should nonetheless proceed to complete the merger, the unavailability of the departing executive or executives could adversely affect the business of the combined company.

The merger may go forward in certain circumstances even if Geac or Extensity experiences an adverse effect on its business which negatively affects the value of the Geac common shares you may elect to receive in the merger.

      In general, either party can refuse to complete the merger if a material adverse effect, as defined in the merger agreement, occurs with respect to the other party before the closing. However, neither party may refuse to complete the merger on that basis if the adverse effect results from:

•  announcement or pendency of the merger;

•  adverse changes in the industries in which the relevant company competes or the U.S. or Canadian economy as a whole;

•  adverse changes or effects arising from acts of terrorism or war;

•  any change in the trading price of the common stock of the other party;

•  the entry of a competitor into the industries in which Geac or Extensity competes;

•  adverse changes or effects arising from or relating to any change in law;

•  any effect relating to compliance with the terms of, or the taking of any action required by, the merger agreement;

•  effect of depreciation of depreciable assets in accordance with US GAAP; or

•  any changes in any of the elements used to calculate the working capital adjustment.

      If any of the adverse effects described above occurs, whether before or after your election to receive either cash or stock in the merger or the Extensity stockholder meeting, Geac and Extensity must still complete the merger even though Geac’s stock price may suffer as a result of the adverse effect. This could reduce the value of the Geac common shares you may have elected to receive in the merger.

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If governmental authorities challenge the merger, the merger may not occur or could be delayed or the governmental authorities could impose conditions to completion of the merger that might make the benefits of the merger more difficult to obtain.

      Under certain circumstances, the merger may be subject to the reporting obligations and statutory waiting period applicable to transactions falling within the jurisdiction of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Because the applicability of this Act is based in part on the value of the Geac common shares that may constitute merger consideration during the 45-day period preceding the closing of the merger, Geac and Extensity will closely monitor their respective trading prices during the period following the mailing of this proxy statement/prospectus to Extensity’s stockholders and prior to the closing of the merger. If the value of the merger consideration exceeds the statutory threshold throughout this 45-day period, each of Geac and Extensity may be subject to the reporting obligations and statutory waiting period under this Act. The value of the merger consideration currently is below the Hart-Scott-Rodino reporting threshold, and if it remains or falls below the threshold at any time during the 45-day period preceding the close of the merger, as is the expectation of Geac and Extensity, no Hart-Scott-Rodino notification or waiting period will be required. However, no assurance can be given that the merger will not be subject to these reporting obligations and statutory waiting periods under this Act. In addition, the Department of Justice, state antitrust authorities or the antitrust authorities of another country could attempt to prevent the merger from occurring before or after the expiration of the Hart-Scott-Rodino waiting period, or could place conditions on their approval of the merger that may delay the merger, increase the combined company’s operating costs, require it to discontinue or dispose of some of its products or businesses or otherwise limit its future actions. Any such conditions could have a material adverse effect on the business and results of operations of the combined company.

The costs of the merger will be substantial, which could affect the results of operations and financial condition of the combined company.

      Geac and Extensity expect to incur aggregate transaction costs and other one-time charges of between US$5.8 million and US$6.2 million in connection with the merger. These charges include estimated direct transaction costs of approximately US$4.0 million to be incurred by Geac and approximately US$1.8 million to be incurred by Extensity. Direct transaction costs principally consist of investment banking, accounting, legal and consulting fees. If the benefits of the merger do not exceed the costs associated with the merger, the combined company’s financial condition and its results of operations, including earnings per share, could suffer, and the market price of the combined company’s common shares could decline.

The rights of holders of Extensity common stock who make a stock election will change as a result of the merger, and Extensity stockholders will have less control over corporate actions proposed by Geac than they would have had over corporate actions proposed by Extensity.

      After the merger, stockholders of Extensity, a Delaware corporation, who make a stock election will become shareholders of Geac, a corporation governed by the Canada Business Corporations Act, and their rights will be governed by the laws of Canada and Geac’s charter and bylaws, which are different from Delaware law and Extensity’s charter and bylaws. In addition, Extensity stockholders who make a stock election will hold a much smaller percentage of Geac’s outstanding common shares than they held of Extensity’s outstanding common stock. As a result of these differences, Extensity stockholders will have less control over corporate actions proposed to be taken by Geac than they would have had over corporate actions proposed to be taken by Extensity. For more information, see “Comparison of Stockholder Rights and Corporate Governance Matters.”

Geac’s Shareholder Protection Rights Plan may discourage takeover attempts or make it less likely that you will receive a premium for any Geac common shares you elect to receive in the merger in connection with a future acquisition of Geac.

      Geac has adopted a Shareholder Protection Rights Plan which authorizes the issuance of one right for each Geac common share. The rights represent the right to purchase, subject to the terms and conditions

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of the Rights Plan, Geac common shares that would have the effect of diluting the interests of potential acquirors. The Rights Plan may have an anti-takeover effect and discourage takeover attempts not first approved by Geac’s Board of Directors. This may make it harder for you to receive a premium for any Geac common shares you acquire in the merger in connection with a future acquisition of Geac. Extensity does not have a similar rights plan. See “Geac Shareholder Protection Rights Plan.”

Failure to complete the merger could cause Geac’s share price and Extensity’s stock price to decline and could harm Geac’s and Extensity’s business and operating results.

      The merger agreement contains conditions which must be fulfilled or waived in order that one or both of the parties be obligated to complete the merger. In addition, the merger agreement may be terminated by either Geac or Extensity under specified circumstances. If the merger is not completed for any reason, Geac and Extensity may each be subject to a number of risks, including the following:

•  the market price of Geac common shares and Extensity common stock may decline to the extent that the relevant current market price reflects a market assumption that the merger will be completed;

•  many costs related to the merger, such as legal, accounting, financial advisor and financial printing fees, have to be paid regardless of whether the merger is completed; and

•  there may be substantial disruption to the businesses of Geac and Extensity and distraction of their workforces and management teams.

Certain officers and directors of Extensity will receive benefits that may have influenced them to support or approve the merger.

      Some of the directors and officers of Extensity have interests in the merger that are different from the interests of the stockholders of Extensity, and that may have influenced them in their decisions to support or approve the merger. For example, each of Elizabeth Ireland, Extensity’s Vice President of Marketing, Mark Oney, Extensity’s Vice President of Engineering, Donald Smith, Extensity’s Vice President of Hosted Operations and Customer Advocacy and David Yarnold, Extensity’s Vice President of Worldwide Sales, has entered into an employment agreement which provides each of these four executives with employment with Extensity following the merger. Extensity’s other officers and directors will receive other benefits, including continuation by Geac of certain insurance coverage and indemnification provisions. See the section entitled “The Merger — Interests of Extensity’s Executive Officers and Directors in the Merger” for further information concerning these interests.

Risks Related to Geac’s Historical Business

Geac has a history of recent losses and may not maintain profitability in the future. The value of any Geac common shares you may elect to receive in the merger may fall if Geac fails to maintain profitability or generate sufficient cash from operations.

      Geac generated net income of CDN$42.1 million in fiscal 2002. However, Geac incurred net losses of CDN$234.8 million in fiscal 2001. As a result of losses, Geac had an accumulated deficit of CDN$129.6 million at April 30, 2002. As Geac grows its business, Geac expects operating expenses and capital expenditures to increase significantly and as a result, Geac will need to generate significant revenue to maintain profitability. Geac may not be able to sustain or increase profitability or cash flows from operations on a quarterly or annual basis in the future, and could incur losses in future periods. If Geac’s revenues continue to decline as they have in each of its two most recent fiscal years, its operating results could be seriously impaired because many of its expenses are fixed and cannot be easily or quickly reduced. A failure to maintain profitability could materially and adversely affect Geac’s business.

      Geac recorded net restructuring and other unusual items of CDN$45.9 million in fiscal 2002 and CDN$295.9 million in fiscal 2001, related to significant write-downs of goodwill and intangible assets as well as to restructuring efforts intended to reduce costs and more efficiently organize Geac’s operations.

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Geac periodically reviews the value of acquired intangibles and goodwill to determine whether any impairment exists and could write-down a portion of its intangible assets and goodwill as part of any such future review. Geac also periodically reviews opportunities to more efficiently organize its operations, and may record further restructuring charges in connection with any such reorganization. Any write down of intangible assets or goodwill or restructuring charges in the future could materially and adversely affect Geac’s results of operations.

Geac’s revenues and operating results fluctuate significantly from quarter to quarter, and the value of the Geac common shares could fall if its revenues or operating results are below the expectations of analysts or investors.

      Many factors have caused and may in the future cause Geac’s revenue and operating results to fluctuate significantly. Some of these factors are:

•  the timing of significant orders, delivery and implementation of our products;

•  the gain or loss of any significant customer;

•  the number, timing and significance of new product announcements and releases by Geac or its competitors;

•  Geac’s ability to acquire or develop (independently or through strategic relationships with third parties), introduce and market new and enhanced versions of its products on a timely basis;

•  possible delays in the shipment of new products and purchasing delays of current products as Geac’s customers anticipate new product releases;

•  order cancellations and shipment rescheduling or delays;

•  patterns of capital spending and changes in budgeting cycles by Geac’s customers;

•  market acceptance of new and enhanced versions of Geac’s products;

•  changes in the pricing and the mix of products and services Geac sells;

•  seasonal variations in Geac’s sales cycle (such as lower sales levels typically experienced by its European operations during summer months);

•  the level of product and price competition;

•  changes in operating expenses;

•  exchange rate fluctuations;

•  the timing of any acquisitions and related costs; and

•  changes in personnel and related costs.

      In addition, Geac expects that a substantial portion of its revenue will continue to be derived from renewals of maintenance contracts from customers of its software applications. These maintenance contracts typically expire on an annual basis, and the timing of cash collections of related revenues varies from quarter to quarter. In addition, Geac’s new license revenue and results of operations may fluctuate significantly on a quarterly and annual basis in the future, as a result of a number of factors, many of which are outside of its control. A sale of a new license generally requires a customer to make a purchase decision that involves a significant commitment of capital. As a result, the sales cycle associated with the new license revenue will vary substantially and will be subject to a number of factors, including customers’ budgetary constraints, timing of budget cycles and concerns about the pricing or introduction of new products by Geac or its competitors.

      If Geac’s revenues or operating results fall below the expectations of financial analysts or investors, the value of Geac’s common shares could fall. As a result of the foregoing factors and the other factors described in this section, Geac believes that period-to-period comparisons of its revenue and operating

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results are not necessarily meaningful. You should not rely on these comparisons to predict Geac’s future performance.

Geac experiences customer attrition, which could affect its revenues more adversely than Geac expects, and Geac may be unable to adapt quickly to such attrition. Any significant reduction in revenues as a result of attrition may result in a decrease in the trading price of Geac’s common shares.

      Geac expects that a substantial portion of its revenue will continue to be derived from renewals of annual maintenance contracts with customers of its software applications, and, to a lesser extent, from professional services engagements for these customers. Attrition in Geac’s customer base has historically taken place, and continues to take place, when existing customers elect not to renew their maintenance contracts and cease purchasing professional services from Geac. This can occur for a variety of reasons, including a customer’s decision to replace Geac’s product with that of a competing vendor, to purchase maintenance or consulting services from a third-party service provider or to forgo maintenance altogether. It can also occur when a customer is acquired or ceases operations.

      To date, Geac has experienced relatively predictable and stable customer attrition, and has been able in part to replace the revenue lost through attrition with new revenue from maintenance contracts and professional services associated with new license sales and from maintenance contract price increases. However, any factors that adversely affect the ability of Geac’s installed systems to compete with those available from others, such as availability from competitors of products offering more advanced product architecture, superior functionality or performance or lower prices, or factors that reduce demand for Geac’s maintenance and professional services, such as intensifying price competition, could lead to increased rates of customer attrition. Should the rate of customer attrition exceed Geac’s expectations, Geac may be unable to replace the lost revenue, or to reduce its costs, sufficiently or in a timely enough fashion to maintain profitability. In such circumstances, higher than expected customer attrition could have a material adverse effect on Geac’s business, results of operations and financial condition.

Geac may be unable to realize its growth strategy if it is unable to identify other suitable acquisition opportunities.

      Geac believes that its future success depends upon its ability to make additional acquisitions to offset the effect of customer attrition. If Geac cannot make future acquisitions, its revenues and stock price will likely decline. Geac cannot be certain that it will be able to identify additional suitable acquisition candidates available for purchase at reasonable prices, to consummate any acquisition, or to successfully integrate any acquired business into its operations. When evaluating an acquisition opportunity, Geac cannot assure you that it will correctly identify the risks and costs inherent in the business that it is acquiring. In addition, to achieve desired growth rates as Geac becomes larger, acquisition candidates are likely to be larger and may include public companies. The acquisition of a public company, such as Geac’s acquisition of JBA Holdings plc, or JBA, in fiscal 2000, may involve additional risks, including the potential for lack of recourse against public shareholders for undisclosed material liabilities of the acquired business. If Geac were to proceed with one or more significant future acquisitions in which the consideration consisted of cash, a substantial portion of its available cash resources could be used to consummate the acquisitions.

Geac’s inability to successfully integrate other businesses that it acquires may disrupt its operations or otherwise have a negative impact on its business.

      Geac made two acquisitions during fiscal 2001, and no acquisitions during fiscal 2002. Geac made numerous acquisitions prior to fiscal 2001, including eleven during fiscal 2000. Geac is frequently in formal or informal discussions with potential acquisition candidates, and may make additional acquisitions of, or large investments in, other businesses that offer products, services, and technologies that Geac believes would complement its products and services. Integration of Geac’s completed acquisitions and any future acquisitions, including Extensity, involves a number of special risks, including: diversion of management’s attention from, and disruption of, Geac’s on-going business; failure to successfully integrate the personnel,

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information systems, technology and operations of the acquired business; failure to maximize the potential financial and strategic benefits of the transaction; failure to realize the expected synergies from the combined company; possible impairment of relationships with employees and customers as a result of any integration of new businesses and management personnel; impairment of assets related to resulting goodwill, and reductions in future operating results from amortization of intangible assets; and unanticipated adverse events, circumstances or legal liabilities associated with the transaction or the acquired business.

      Moreover, mergers or acquisitions of technology companies are generally risky and often fail to deliver the return on investment that acquirers expect. Such failures can result from a number of factors, including rapid changes in technology, in the markets in which the combining companies compete, and in demand for their products and services; difficulties in integrating the businesses and personnel of the acquired company; failure to achieve expected revenue or cost synergies; unanticipated costs or liabilities; and other factors. In September 1999, Geac acquired JBA for CDN$261.9 million, consisting of CDN$228.2 million of cash and CDN$33.7 million of restructuring provisions. In fiscal 2001, Geac recorded unusual charges of CDN$295.9 million, which included CDN$229.1 million related to the write-down of intangible assets and goodwill acquired in the JBA transaction. If Geac is unable to integrate future acquisitions successfully, its business and results of operations could be adversely affected.

The loss, cancellation or delay of orders by Geac’s customers could harm its business.

      The purchase of some of Geac’s products, particularly its EAS products, and of its related professional services may involve a significant commitment of resources and costs for Geac’s customers. As a result, Geac’s sales process involves a lengthy evaluation and product qualification process that may require significant capital expenditures. For these and other reasons, the sales cycle associated with the license of Geac’s products, renewal of maintenance agreements, and sale of related professional services varies substantially from contract to contract and customer to customer. The sales cycles for Geac’s products vary by product and application, and may range up to a year or more for large, complex installations. Geac may experience delays over which it has no control and which further extend that period. During the process, Geac may devote significant time and resources to a prospective customer, including costs associated with multiple site visits, product demonstrations, and feasibility studies. If Geac is unsuccessful in generating offsetting revenues during these sales cycles, its revenues and earnings could be substantially reduced, or it could experience a large loss. Any significant or ongoing failure to ultimately achieve sales as a result of Geac’s efforts, or any delays or difficulties in the implementation process for any given customer, could have a negative impact on Geac’s revenues and results of operations.

Demand for Geac’s products and services fluctuates rapidly and unpredictably, which makes it difficult to manage Geac’s business efficiently and can reduce its gross margins, profitability and market share.

      Geac depends upon the capital spending budgets of its customers. World economic conditions have in the past adversely affected Geac’s licensing and maintenance revenue. If economic or other conditions reduce Geac’s customers’ capital spending levels, its business, results of operations, and financial condition may be adversely affected. There has been a severe worldwide downturn in information technology spending over the last few years, and any growth in Geac’s markets will depend on a general recovery in information technology spending. Growth prospects for Geac’s existing businesses are uncertain, with expansion in the industry also being highly dependent on users of enterprise applications systems enhancing their current systems through Web-based applications and new functionality that is complementary to that of their existing systems. Currently, Geac believes that the market for enterprise resource planning software is weak, and it may continue to be weak for the foreseeable future. Geac believes that the continued weakness in its revenues from sales of its enterprise applications systems is consistent with the experience of other participants in its industry.

      In addition, the purchase and implementation of Geac’s products can constitute a major portion of Geac’s customers’ overall corporate services budget, and the amount customers are willing to invest in acquiring and implementing such products has tended to vary in response to economic or financial crises or

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other business conditions. Prolongation of the current economic downturn or other difficulty in the economies where Geac licenses its products, including North America, the United Kingdom, and other European countries, could have a material adverse affect on its business, financial position, operating results, or cash flows. In particular, Geac’s financial position may be significantly adversely affected by a recession or prolonged economic slowdown in any of the economies where Geac derives a substantial portion of its revenue.

Geac faces significant competition from other providers of enterprise applications software and systems, which may reduce its market share or limit the prices it can charge for its systems and services.

      The enterprise resource planning market in which Geac competes is maturing and is deeply penetrated by large independent software suppliers, such as SAP, Oracle, and PeopleSoft, and a large number of other suppliers that sell to small to mid-sized customers. As a result, competition is intense, and significant pricing pressure exists. The intensity of this competition increases as demand for products and services such as those offered by Geac weakens. To maintain and to improve its competitive position, Geac must continue to develop and to introduce, in a timely and cost effective manner, new products, product features, and services. In addition, Geac expects that a substantial portion of its revenue will continue to be derived from renewals of annual maintenance contracts with customers of its software applications. Although Geac has experienced relatively stable and predictable attrition relating to these contracts, increased competition could significantly reduce the need for its maintenance services, as customers could either decide to replace Geac’s software applications with a competitor’s applications or to enter into a maintenance contract with a third party to service its software.

      Geac anticipates additional competition as other established and emerging companies enter the market for its products and as new products and technologies are introduced. For example, companies that historically have not competed in the enterprise resource planning systems market could introduce new enterprise applications based on newer product architectures that could provide for functionality similar to that of Geac’s products that are based on older technology. In addition, current and potential competitors may make strategic acquisitions or establish co-operative relationships among themselves or with third parties, thereby increasing the ability of their products to address the needs of Geac’s prospective customers. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. This competition could result in price reductions, fewer customer orders, reduced gross margins, and loss of market share. In addition, variances or slowdowns in Geac’s new licensing revenue may negatively impact its current and future revenue from services and maintenance, since such services and maintenance revenues typically lag behind license fee revenue.

Geac’s competitors may have advantages over Geac that may inhibit its ability to compete effectively.

      Many of Geac’s competitors and potential competitors have significantly greater financial, technical, marketing, and other resources, greater name recognition and a larger installed base of customers than does Geac. The products of some of Geac’s competitors are based on more advanced product architectures, or offer performance advantages compared with Geac’s more mature EAS products. Geac’s competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or may devote greater resources to the development, promotion, and sale of their products than Geac is able to do. Many competitive factors affect the market for Geac’s products and its ability to earn maintenance, professional services and new license revenue. Some of these factors are: vendor and product reputation; expertise and experience in implementing products in a particular customer’s industry sector; cost of ownership; ease and speed of implementation; customer support; product architecture, quality, price and performance; product performance attributes such as flexibility, scalability, compatibility, functionality and ease of use; and vendor financial stability. Geac’s inability to compete effectively based on any of the foregoing factors could have a material adverse effect on its business, results of operations and financial condition. Not all of Geac’s existing products compete equally well with respect to each of these factors. To the extent that Geac concludes that one or more of its existing

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products is unable to compete effectively, it may reduce the amount of product development, sales and marketing and other resources that it devotes to that product, which could result in customer dissatisfaction and a more rapid than anticipated rate of customer attrition and decline in revenues from that product, each of which could have a material adverse effect on Geac’s business, results of operations and financial condition.

Geac’s rapid growth through acquisitions has placed significant demands on Geac’s management resources and operational infrastructure. Any failure to manage growth effectively may lead to a disruption in Geac’s operations and a resulting decline in profitability.

      In recent years, Geac has experienced substantial growth, primarily through acquisitions, which have significantly expanded its operations. Geac has made 34 acquisitions between May 1, 1995, and October 31, 2002, and plans to continue to make acquisitions in the future. This growth and expansion have placed, and will continue to place, a significant demand on Geac’s management resources. To manage growth effectively, Geac must maintain a high level of quality, efficiency and performance and must continue to enhance its operational, financial, and management systems and to attract, to train, to motivate and to manage employees. Geac may not be able to effectively manage this expansion, and any failure to do so could lead to a disruption in Geac’s business, a loss of customers and revenue and increased expenses. Any such decline in profitability would lessen the value of the Geac common shares issued to Extensity stockholders in the merger.

Potential divestitures may reduce revenues in the short term and create uncertainty among its employees, customers and potential customers which could harm its business.

      Geac has in the past divested and may in the future consider divesting certain portions of its business. Any divestitures would result in a short-term reduction in revenue and could harm Geac’s results of operations if it were not able to reduce expenses accordingly or to generate offsetting sources of revenue. To the extent that its consideration of these potential divestitures became known prior to its completion, Geac could face the risk, among others, that customers and potential customers of the business division in question might be reluctant to purchase Geac’s products and services during this period. In addition, Geac might face the risk that it may be unable to retain qualified personnel within that business division during this period. These risks could prevent Geac from successfully completing on favorable terms, or at all, divestitures that would otherwise be beneficial to Geac and may in the process weaken business divisions subject to consideration for divestiture that are not, in fact, divested. Any of these events could result in a loss of customers, revenues and employees and harm Geac’s results of operations.

Geac’s international operations expose Geac to additional risks, including currency-related risk.

      Geac is subject to risks of doing business internationally, including fluctuations in currency exchange rates, increases in duty rates, difficulties in obtaining export licenses, difficulties in the enforcement of intellectual property rights and political uncertainties. Geac derived more than 95% of its total revenue from sales outside Canada in each of fiscal 2001 and 2002. Geac’s most significant international operations are in the United States, France and the United Kingdom, which are the only countries in which Geac’s revenues constituted more than 5% of its total worldwide revenues during fiscal 2001 and 2002. Historically, Geac’s Canadian sales and expenses have been denominated in Canadian dollars, and Geac’s non-Canadian sales and expenses have been denominated in the currencies of 21 other jurisdictions. Geac has not to date used forward exchange contracts to hedge exposures denominated in non-Canadian currencies or use any other derivative financial instrument for trading, hedging, or speculative purposes.

      To the extent that Geac makes sales denominated in currencies other than Canadian dollars, gains and losses on the conversion of such sales to Canadian dollars may, in the future, contribute to fluctuations in Geac’s business and operating results. In addition, fluctuations in exchange rates could affect the demand for Geac’s products. Additional risks Geac faces in conducting business internationally include the following: longer payment cycles; difficulties in managing international operations, including constraints associated with local laws regarding employment; problems in collecting accounts receivable; complex

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international tax compliance requirements; and the adverse effects of tariffs, duties, price controls or other restrictions that impair trade.

Seasonal trends in sales of Geac’s software products may result in periodic reductions in Geac’s cash flow and impairment of its operating results.

      Seasonality in Geac’s business could result in its revenues or cash flow in a given period being less than market estimates. Seasonality could also result in quarter-to-quarter decreases in Geac’s revenues or cash flow. Geac’s revenues and operating results in its January quarter have tended to benefit from customer spending related to calendar year end budget cycles. In fiscal 2002, approximately 40% of Geac’s maintenance contracts were scheduled for renewal on a calendar year basis. Accordingly, cash receipts from maintenance contract renewals are highest in the January quarter and lowest in the July and October quarters. These historical patterns may change over time, however, particularly as Geac’s operations become larger and the sources of its revenue change and become more diverse. Geac’s European operations have expanded significantly in recent years following its acquisition of JBA in September 1999, and may experience variability in demand associated with seasonal buying patterns in these foreign markets. For example, Geac’s July and October quarters typically experience reduced sales and cash collections activity in part due to the European summer holiday season.

If Geac cannot attract and retain qualified sales personnel, customer service personnel, and software developers, Geac may not be able to sell and to support its existing products or to develop new products.

      Geac depends on key technical, sales, and senior management personnel. Many of these individuals would be difficult to replace if they were to leave Geac’s employment. In addition, Geac’s success is highly dependent on its continuing ability to identify, to hire, to train, to assimilate, to motivate, and to retain highly qualified personnel, including recently hired officers and other employees. Competition for qualified employees is particularly intense in the technology industry, and Geac has in the past experienced difficulty recruiting qualified employees. Geac’s failure to attract and to retain the necessary qualified personnel could seriously harm its operating results and financial condition.

      Geac’s future growth depends in part upon its ability to develop new products and improve existing products. Geac’s ability to develop new products and services and to enhance its existing products and services will depend in part on its ability to recruit and to retain top quality software programmers. There is a shortage of programming personnel, and competition for qualified programmers is intense. If Geac is unable to hire and to retain sufficient numbers of qualified programming personnel, it may not be able to develop new products and services or to improve its existing products and services in the time frame necessary to execute its business plan.

Geac’s executive officers are critical to its business, and these officers may not remain with Geac in the future.

      Geac’s future success largely depends on the continued efforts and abilities of its executive officers. Their skills, experience, and industry contacts significantly benefit Geac. Although Geac has employment and noncompetition agreements with Paul Birch, Geac’s President and Chief Executive Officer, Arthur Gitajn, Geac’s Chief Financial Officer, Graeme Riley, Geac’s Managing Director, Geac Enterprise Solutions, Europe and Bertrand Sciard, Geac’s Managing Director, Geac Enterprise Solutions, Europe, it cannot assure you that they will all choose to remain employed by Geac. If Geac loses the services of one or more of its executive officers, or if one or more of them decide to join a competitor or otherwise compete directly or indirectly with Geac, Geac’s business, operating results, and financial condition could be harmed. Geac does not maintain key-man life insurance on any of its employees.

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The market for Geac’s software products is characterized by rapid technological advances, and Geac must continually improve its technology to remain competitive.

      Rapid technological change and frequent new product introductions and enhancements characterize the enterprise solutions software industry. Geac’s current and potential customers increasingly require greater levels of functionality and more sophisticated product offerings. In addition, the life cycles of Geac’s products are difficult to estimate. Accordingly, Geac believes that its future success depends upon its ability to enhance current products and to develop and to introduce new products offering enhanced performance and functionality at competitive prices in a timely manner and on Geac’s ability to enable its products to work in conjunction with other products from other suppliers that Geac’s customers may utilize. Geac’s failure to develop and to introduce or to enhance products in a timely manner could have a material adverse effect on its business, results of operations, and financial condition. Geac may be unable to respond on a timely basis to the changing needs of its customer base, and the new applications Geac designs for its customers may prove to be ineffective. Geac’s ability to compete successfully will depend in large measure on its ability to be among the first to market with effective new products or services, to maintain a technically competent research and development staff, and to adapt to technological changes and advances in the industry, including providing for the continued compatibility of Geac’s software products with evolving computer hardware and software platforms and operating environments. Geac cannot assure you that it will be successful in these efforts. In addition, competitive or technological developments may require Geac to make substantial, unanticipated investments in new products and technologies, and Geac may not have sufficient resources to make these investments. If Geac were required to expend substantial resources to respond to specific technological or product changes, its operating results would be adversely affected.

Geac may be unable to develop and maintain collaborative development and marketing relationships, which could result in a decline in revenues or slower than anticipated growth rates.

      A key element of Geac’s business strategy is the formation of collaborative relationships with other leading companies. Geac believes that its success will depend, in part, on its ability to maintain these relationships and to cultivate additional corporate alliances with such companies. Geac cannot assure you that its historical collaborative relationships will be commercially successful, that it will be able to negotiate additional collaborative relationships, that such additional collaborative relationships will be available to Geac on acceptable terms, or that any such relationships, if established, will be commercially successful. In addition, Geac cannot assure you that parties with whom Geac has established, or will establish, collaborative relationships will not, either directly or in collaboration with others, pursue alternative technologies or develop alternative products in addition to, or instead of, Geac’s products or experience financial or other difficulties that lessen their value to Geac and to its customers. Geac’s financial condition or results of operations may be adversely affected by a failure on the part of Geac or these third parties to establish and maintain collaborative relationships.

The combined company may become increasingly dependent on third-party software incorporated in its products and, if so, impaired relations with these third parties, errors in third-party software or inability to enhance the software over time could harm the combined company’s business.

      Each of Geac and Extensity incorporates third-party software into its products. Currently, the third-party software Geac uses includes several products from IBM, including Websphere Application Server, Websphere Commerce Suite, HACP, and MQSeries. Other third-party software incorporated by Geac in its products includes Cognos Powerplay and Impromptu, FRx Professional Edition and Enterprise Edition, NetManage Rumba, Applix iSales, Jacada, Brio Brio.Report, Rogue Wave Software Tools.h++, FileNET Panagon and Captaris RightFax. The third-party software Extensity uses includes application server software that it licenses from BEA Systems, off-line database software from Pointbase, off-line client server software from Pumatech, synchronization software from Aether Systems, reporting software from Business Objects and Java Web Start from Sun Microsystems. The combined company may incorporate additional third-party software into its products as it expands its product lines. The operation of the

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combined company’s products would be impaired if errors occur in the third-party software that it licenses. It may be more difficult for the combined company to correct any errors in third-party software because the software is not within its control. Accordingly, the combined company’s business would be adversely affected in the event of any errors in this software. Furthermore, it may be difficult for the combined company to replace any third-party software if a vendor seeks to terminate its license to the software.

Geac may be unable to protect its proprietary technology and that of Extensity or other companies Geac may acquire, which could harm Geac’s competitive position.

      Geac has relied, and expects to continue to rely, on a combination of copyright, trademark and trade secret laws, confidentiality procedures, and contractual provisions to establish, to maintain, and to protect its proprietary rights. Despite Geac’s efforts to protect its proprietary rights in its intellectual property and that of Extensity or other companies Geac may acquire, unauthorized parties may attempt to copy aspects of its products or to obtain information it regards as proprietary. Policing unauthorized use of Geac’s technology, if required, may be difficult, time-consuming, and costly. Geac’s means of protecting its technology may be inadequate.

      Third parties may apply for patent protection for processes that are the same as or similar to Geac’s processes or for products that use the same or similar processes as Geac’s products. Despite Geac’s efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of its products or services or to obtain and to use information that Geac regards as proprietary. Third parties may also independently develop similar or superior technology without violating Geac’s proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of Canada and the United States.

      Geac believes that trademark protection is an important factor in establishing product recognition. Geac’s inability to protect its trademarks from infringement could result in injury to any goodwill which may be developed in its trademarks. Moreover, Geac may be unable to use one or more of its trademarks because of successful third-party claims.

      Claims of infringement are becoming increasingly common as the software industry develops and legal protections, including patents, are applied to software products. Although Geac believes that its products and technology do not infringe proprietary rights of others, litigation may be necessary to protect Geac’s proprietary technology, and third parties may assert infringement claims against Geac with respect to their proprietary rights. Any claims or litigation can be time-consuming and expensive regardless of their merit. Infringement claims against Geac could cause product release delays, require Geac to redesign its products or enter into royalty or license agreements, which agreements may not be available on terms acceptable to Geac, or at all.

Product development delays could harm Geac’s competitive position and reduce its revenues.

      If Geac experiences significant delays in releasing new or enhanced products, its position in the market could be harmed, and its revenue could be substantially reduced, which would adversely affect Geac’s operating results. Geac has experienced product development delays in the past and may experience delays in the future. In particular, Geac may experience product development delays associated with the integration of recently acquired products and technologies. Delays may occur for many reasons, including an inability to hire a sufficient number of developers, discovery of bugs and errors, or the inability of Geac’s current or future products to conform to customer and industry requirements.

Geac’s software products may contain errors or defects that could result in lost revenue, delayed or limited market acceptance or product liability claims with substantial litigation costs.

      As a result of their complexity, software products may contain undetected errors or failures when entering the market. Despite testing by Geac and testing and use by current and potential customers, defects and errors may be found in new products after commencement of commercial shipments or the offering of a network service using these products. In these circumstances, Geac may be unable to

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successfully correct the errors in a timely manner or at all. The occurrence of errors and failures in Geac’s products could result in negative publicity and a loss of, or delay in, market acceptance of those products, which could reduce revenue from new licenses and lead to increased customer attrition. Alleviating these errors and failures could require significant expenditure of capital and other resources by Geac. The consequences of these errors and failures could have a material adverse effect on Geac’s business, results of operations and financial condition.

      Because many of Geac’s customers use its products for business-critical applications, any errors, defects, or other performance problems could result in financial or other damage to Geac’s customers and could significantly impair their operations. Geac’s customers or other third parties could seek to recover damages from Geac in the event of actual or alleged failures of Geac’s products or the provision of services. Geac has in the past been, and may in the future continue to be, subject to these kinds of claims. Although Geac’s license agreements with customers typically contain provisions designed to limit its exposure to potential claims, as well as any liabilities arising from these claims, the provisions may not effectively protect against these claims and the liability and associated costs. Accordingly, any such claim could have a material adverse effect upon Geac’s business, results of operations, and financial condition. In addition, defending this kind of claim, regardless of its merits, or otherwise satisfying affected customers, could entail substantial expense and require the devotion of significant time and attention by key management personnel.

The hosting services of Geac’s Interealty subsidiary, and Geac’s AppCare service, are dependent on the uninterrupted operation of its data centers. Any unexpected interruption in the operation of its data centers could result in customer dissatisfaction and a loss of revenues.

      The hosting services offered by Geac’s Interealty subsidiary and Geac’s AppCare remote application management service are each dependent on the uninterrupted operation of Geac’s data centers and on Geac’s ability to protect computer equipment and information stored in its data centers against damage that may be caused by natural disaster, fire, power loss, telecommunications or internet failure, unauthorized intrusion, computer viruses and other similar damaging events. If any of Geac’s data centers were to become inoperable for an extended period Geac might be unable to provide its customers with contracted services. Although Geac takes what it believes to be reasonable precautions against such occurrences, Geac can give no assurance that damaging events such as these will not result in a prolonged interruption of its Interealty hosting services or its AppCare remote application management service, either of which could result in customer dissatisfaction, loss of revenue and damage to Geac’s business.

Risks Related to Extensity’s Historical Business

Extensity’s limited operating history and the fact that Extensity operates in a new industry make Extensity’s business prospects difficult to evaluate.

      Extensity was incorporated in November 1995 and commenced licensing of its software applications in March 1998. In considering the advisability of the merger and of electing to receive Geac common shares in the merger, Extensity stockholders should consider the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies in new and rapidly evolving markets such as the market for employee relationship management software applications. Risks and difficulties include the ability of Extensity and the combined company to:

•  expand Extensity’s base of customers with fully installed and deployed systems that can serve as reference accounts for its ongoing sales efforts;

•  expand Extensity’s pipeline of sales prospects in order to promote greater predictability in its period-to-period sales levels;

•  continue to offer new products that complement Extensity’s existing product line, in order to make its suite of applications more attractive to customers;

•  continue to develop and upgrade Extensity’s technology to add additional features and functionality;

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•  continue to attract and retain qualified personnel;

•  expand direct sales channels and indirect channels such as relationships with OEM customers and distributors;

•  increase awareness of Extensity’s brand; and

•  maintain Extensity’s current relationships and develop new third-party relationships.

      If the combined company fails to address these risks or difficulties adequately, its business will likely suffer.

The success of the merger will depend, in part, upon the growth and acceptance of the market Extensity addresses and Extensity’s ability to meet the needs of the emerging market for employee relationship management software applications.

      The market for Extensity’s employee relationship management software applications and services is at an early stage of development. The success of the merger will depend, in part, upon the continued development of this market and the increasing acceptance by customers of the benefits to be provided by employee relationship management applications and services. In addition, as the market evolves, it is unclear whether the market will accept Extensity’s suite of applications as a preferred solution for employee relationship management needs. Accordingly, Extensity’s products and services may not achieve significant market acceptance or realize significant revenue growth. Unless a critical mass of organizations and their suppliers use Extensity’s solutions and recommend them to new customers, Extensity’s solutions may not achieve widespread market acceptance, which may cause the benefits expected from the merger not to materialize.

Extensity has a history of losses and negative cash flow and expects this to continue.

      Extensity’s business is new; Extensity has offered products for a relatively short period of time; and its base of customers and prospective customers is still relatively small. Extensity has spent significant funds to date to develop its current products and to develop its sales and market resources. Extensity has incurred significant operating losses and has not achieved profitability. As of September 30, 2002, Extensity had an accumulated deficit of US$114.0 million. The combined company expects to continue to invest in research and development to enhance current products and develop future products and support Extensity’s current sales and marketing efforts that promote Extensity’s products in the marketplace. As a result, the combined company will need to increase revenues attributable to these products significantly to achieve profitability of the Extensity business.

Extensity’s business is changing rapidly, which could contribute to fluctuations in Geac’s quarterly operating results and share price.

      Extensity’s revenues and operating results have historically varied significantly from quarter to quarter due to a number of factors, many of which are beyond Extensity’s control. Extensity also seeks to develop and maintain a significant pipeline of potential sales prospects, but it is difficult to predict when individual customer orders will be closed. Extensity’s base of customers and the number of additional customer licenses Extensity enters into each quarter are still relatively small. Accordingly, the loss or deferral of a small number of anticipated large customer orders in any quarter could result in a significant shortfall in revenues of Geac attributable to Extensity products for that quarter and future quarters, which could result in a drop in the price of Geac common shares.

      Other important factors that could contribute to fluctuation in the quarterly results of the Extensity business include:

•  the ability of Extensity or the combined company to grow Extensity’s customer base and its base of referencing customers, in light of Extensity’s relatively limited number of customers to date;

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•  the ability of Extensity or the combined company to successfully develop alternative sales channels for Extensity’s products, such as sales through OEM customers or distributors;

•  the combined company’s ability to expand Extensity’s implementation and consulting resources through third-party relationships, in light of the fact that Extensity has limited third-party implementation and consulting relationships currently in place;

•  the loss of one or more of Extensity’s relatively small number of customers and prospective customers;

•  technical difficulties or “bugs” affecting the operation of Extensity’s software; and

•  delays in the introduction of new or enhanced versions of Extensity’s products.

Extensity faces intense competition, which could affect the combined company’s financial performance

      The market for Extensity’s internet-based employee relationship management software applications is highly competitive and Extensity expects competition to increase in the future. Extensity’s competitors vary in size and in the scope and breadth of the products and services they offer. Companies offering one or more products directly competitive with Extensity’s products include Ariba, Concur Technologies, IBM, PeopleSoft and Oracle. As a result of the large market opportunity for employee relationship management solutions, Extensity also expects competition from other established and emerging companies. Many of Extensity’s current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, significantly greater name recognition, and a larger installed base of customers than Extensity. In addition, many of Extensity’s competitors have well-established relationships with its current and potential customers and have extensive knowledge of Extensity’s industry. Current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products to address customer needs. Accordingly, it is possible that new competitors or alliances among competitors may emerge and rapidly acquire significant market share. Extensity also expects that competition will increase as a result of industry consolidation. Increased competition may result in price reductions, reduced margins and loss of market share, any one of which could cause the expected benefits of the merger not to be achieved and harm the Extensity business.

If Extensity does not provide software applications and related services that meet the changing demands of its customers, the market for Extensity’s products will not grow or may decline.

      To successfully implement Extensity’s business strategy, the combined company will need to provide software applications and related services that meet the demands of its customers and prospective customers as the market and customer requirements evolve. Extensity expects that competitive factors will create a continuing need for Extensity to improve and add to Extensity’s suite of software applications. Not only will the combined company have to expend additional funds and other resources to continue to improve Extensity’s existing suite of applications, but it must also properly anticipate, address and respond to customer preferences and demands. As organizations’ needs change with respect to their enterprise applications, Extensity’s existing suite of software applications may become obsolete or inefficient relative to the combined company’s competitors’ offerings and may require modifications or improvements. The addition of new products and services will also require that Extensity continue to improve the technology underlying its applications. These requirements could be significant, and Extensity may fail to fulfill them quickly and efficiently. If the combined company fails to expand the breadth of Extensity’s applications quickly in response to customer needs or if these offerings fail to achieve market acceptance, the market for Extensity’s products will not grow or may decline, the benefits expected from the merger may not be achieved, and the Extensity business may suffer significantly.

      Extensity’s employee relationship management software products and related services have accounted for substantially all of Extensity’s revenues to date. Consequently, the combined company’s future financial performance will depend, in part, upon the successful development, introduction and customer acceptance

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of enhanced versions of Extensity’s employee relationship management software applications and new products and services. There can be no assurance that Extensity or the combined company will be successful in enhancing, upgrading or continuing to effectively market Extensity’s employee relationship management software applications or that any new products or services that Extensity may develop or acquire will achieve market acceptance.

If Extensity fails to maintain positive margins on service revenues in the foreseeable future, the Extensity business could suffer.

      For the three-month and nine-month periods ended September 30, 2002, Extensity’s service margins were positive. While Extensity anticipates that its margins will continue to be positive in the future, Geac cannot guarantee that they will remain positive. Failure to maintain positive margins on service revenues would cause the Extensity business to suffer. For more information related to Extensity’s costs associated with its service revenues, see the section entitled “Extensity Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Evolving technological developments and emerging industry standards will require Extensity to enhance the functionality of Extensity’s employee relationship management software applications, and any inability to enhance functionality could cause sales of Extensity products to decline.

      Because the market for Extensity’s products is subject to rapid technological change and evolving industry standards, the life cycles of Extensity’s products are difficult to predict. Competitors may introduce new products or enhancements to existing products employing new technologies, which could render Extensity’s existing products and services obsolete and unmarketable. For example, Extensity’s currently available software applications are written entirely in the Java computer language. While Extensity believes that this provides its solution with significant advantages in terms of functionality and flexibility, it is not clear whether Java-based systems will continue to maintain commercial acceptance.

      To be successful, Extensity’s products and services must keep pace with technological developments and emerging industry standards, address the ever-changing and increasingly sophisticated needs of Extensity’s customers and achieve market acceptance. The combined company’s results of operations would be seriously harmed if Extensity is unable to develop, release and market new software product enhancements on a timely and cost-effective basis, or if new products or enhancements do not achieve market acceptance or fail to respond to evolving industry or technology standards.

      In developing new products and services, Extensity may also fail to develop and market products that respond to technological changes or evolving industry standards in a timely or cost-effective manner, or experience difficulties that could delay or prevent the successful development, introduction and marketing of these new products and services.

If the combined company fails to expand Extensity’s relationships with third parties that can provide implementation and consulting services to Extensity’s customers, the combined company may be unable to grow Extensity’s revenues and the Extensity business could be harmed.

      The combined company must continue to establish relationships with third parties that can provide implementation and consulting services to Extensity’s customers. Third-party implementation and consulting firms can also be influential in the choice of employee relationship management software applications by new customers. To date, Extensity has established relationships with several third-party implementation and consulting firms. However, if the combined company is unable to establish and maintain effective, long-term relationships with implementation and consulting providers, or if these providers do not meet the needs or expectations of Extensity’s customers, the combined company may be unable to grow Extensity’s revenues, and the benefits expected from the merger may not be achieved and the Extensity business could be seriously harmed. As a result of the limited resources and capacities of many third-party implementation providers, the combined company may be unable to attain sufficient focus and resources from the third-party providers to meet all of Extensity’s customers’ needs, even if it

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establishes relationships with these third parties. If sufficient resources are unavailable, Extensity will be required to provide these services internally, which could limit the combined company’s ability to expand Extensity’s base of customers. A number of Extensity’s competitors have significantly more established relationships with these third parties and, as a result, these third parties may be more likely to recommend competitors’ products and services rather than Extensity’s own. Even if the combined company is successful in developing additional relationships with third-party implementation and consulting providers, Extensity will be subject to significant risk, as Extensity cannot control the level and quality of service provided by third-party implementation and consulting partners.

The combined company’s expectations of future growth depend in part on Extensity’s ability to expand international sales of its products, and factors specific to Extensity’s international expansion may prevent the combined company from achieving its anticipated growth.

      Over time, the combined company intends to expand Extensity’s international operations to achieve Extensity’s anticipated growth, but the combined company may face significant challenges to Extensity’s international expansion. The expansion of Extensity’s existing international operations and entry into additional international markets will require significant management attention and financial resources. During the nine month period ended September 30, 2002 and during the fiscal year ended December 31, 2001, approximately 10% of Extensity’s revenues were derived from international sales. To achieve broad acceptance in international markets, Extensity’s products must be localized to handle a variety of factors specific to each international market, such as tax laws and local regulations. The incorporation of these factors into Extensity’s products is a complex process and often requires assistance from third parties. The combined company may not adequately address all of the factors necessary to achieve broad acceptance in Extensity’s target international markets. Further, to achieve broad usage by employees across international organizations, Extensity’s products must be localized to handle local languages and cultures in each international market. Localizing Extensity’s products is also a complex process and the combined company intends to continue working with third parties to develop localized products. To date, Extensity has localized its product for the markets where the English language is the local language and completed translations for the German, French, Italian and Spanish languages.

Extensity’s sales cycles are long and unpredictable, which makes period-to-period revenues difficult to predict.

      Because the market for Extensity’s employee relationship management software products and related services is relatively new, Extensity experiences long and unpredictable sales cycles. The sales cycle for Extensity’s employee relationship management software applications typically ranges from three to ten months. Extensity’s customers have frequently viewed the purchase of Extensity’s products as part of a long-term strategic decision regarding the management of their workforce-related operations and expenditures. This decision process has sometimes resulted in customers taking a long period of time to assess alternative solutions by Extensity’s competitors or deferring a purchase decision until the market evolves. Sales cycles continue to be long and the timing of purchase decisions by individual customers remain at times uncertain. The combined company must continue to educate potential customers on the use and benefits of Extensity’s products and services, as well as the integration of Extensity’s products and services with additional software applications utilized by the individual customers. Because the sales cycle is long and timing of individual orders is uncertain, period-to-period revenues attributable to Extensity’s products are difficult to predict.

The combined company may be unable to attract and retain highly skilled employees that are necessary for the success of its business plan for Extensity.

      The combined company’s ability to execute its business plan for Extensity and be successful also depends on its ability to attract and retain highly skilled employees. Over time, the combined company will need to hire additional personnel in all operational areas. Competition for personnel in Extensity’s industry is intense. Extensity has in the past experienced, and Geac and Extensity expect the combined company to

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continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If the combined company’s does not succeed in attracting or retaining personnel for the Extensity operations, its business could be adversely affected.

Software defects could lead to loss of revenue or delay the market acceptance of Extensity’s applications.

      Extensity’s enterprise applications software is complex and, accordingly, may contain undetected errors or failures when first introduced or as new versions are released. This may result in loss of, or delay in, market acceptance of Extensity’s products. Extensity has in the past discovered software errors in Extensity’s new releases and new products after their introduction. If the combined company experiences significant software errors in future releases, it could experience delays in the release, customer dissatisfaction and lower revenues and service margins during the period required to correct these errors. The combined company may in the future discover errors, and additional scaleability limitations, in new releases or new products after the commencement of commercial shipments. Any of these errors or defects could cause the combined company’s business to be materially harmed.

Security and other concerns may discourage customers from purchasing Extensity’s hosted product.

      If customers determine that Extensity’s hosted product is not scalable, does not provide adequate security for the dissemination of information over the Internet, or is otherwise inadequate for Internet-based use, or if for any other reason customers fail to accept Extensity’s hosted products for use on the Internet or on a subscription basis, the combined company’s business will be harmed. As a hosted provider, Extensity expects to receive confidential information including credit card, travel booking, employee, purchasing, supplier, and other financial and accounting data, through the Internet. There can be no assurance that this information will not be subject to computer break-ins, theft, and other improper activity that could jeopardize the security of information for which Extensity is responsible. Any such lapse in security could expose the combined company to litigation, loss of customers, or otherwise harm the combined company’s business. In addition, any person who is able to circumvent Extensity’s security measures could misappropriate proprietary or confidential customer information or cause interruptions in Extensity’s operations. The combined company may be required to incur significant costs to protect against security breaches or to alleviate problems caused by breaches. Additionally, in the past, computer viruses and software programs that disable or impair computers have been distributed and have rapidly spread over the Internet. Computer viruses could be introduced into Extensity’s systems or those of its customers or suppliers, which could disrupt Extensity’s software solutions or make them inaccessible to customers or suppliers. Further, a well-publicized compromise of security could deter people from using the Internet to conduct transactions that involve transmitting confidential information. The combined company’s failure to prevent security breaches, or well-publicized security breaches affecting the Internet in general could significantly harm its business, operating results and financial condition.

Extensity is the target of a securities class action complaint which may result in substantial costs and divert management attention and resources.

      In November 2001, Extensity and certain of its officers and directors were named as defendants in a class action stockholder complaint filed in the United States District Court for the Southern District of New York now captioned In re Extensity, Inc. Initial Public Offering Securities Litigation. In the complaint, the plaintiffs allege that Extensity, certain of its officers and directors and the underwriters of its initial public offering (“IPO”) violated the federal securities laws because Extensity’s IPO registration statement and prospectus contained untrue statements of material fact or omitted material facts regarding the compensation to be received by, and the stock allocation practices of, the IPO underwriters. The plaintiffs seek an order declaring the action to be a class action, as well as unspecified damages, prejudgment and postjudgment interest, attorneys fees and costs, and such other and further relief as the court may deem just and proper. This action may divert the efforts and attention of the combined company’s management and, if determined adversely to Extensity, could have a material impact on the combined company’s business, financial position, results of operations and cash flows.

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Increasing government regulation could limit the market for, or impose sales and other taxes on the sale of, Extensity’s products and services.

      As Internet commerce evolves, the combined company expects that federal, state or foreign agencies will adopt regulations covering issues such as user privacy, pricing, taxation of goods and services provided over the Internet, and content and quality of products and services. It is possible that legislation could expose companies involved in electronic commerce to liability, which could limit the growth of electronic commerce generally. Legislation could dampen the growth in Internet usage and decrease its acceptance as a communications and commercial medium. If enacted, these laws, rules or regulations could limit the market for Extensity’s products and services.

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FORWARD-LOOKING STATEMENTS

      This proxy statement/ prospectus includes and incorporates by reference “forward-looking statements” with respect to the merger and the financial condition, results of operations, plans, objectives, future performance and business of Extensity and Geac, which are usually identified by the use of words such as “will,” “may,” “anticipates,” “believes,” “estimates,” “expects,” “projects,” “plans,” “predicts,” “continues,” “intends,” “should,” “would” or similar expressions. This proxy statement/ prospectus also includes forward-looking statements about:

•  the completion and anticipated timing of the merger;

•  the potential market for the combined company’s products;

•  the anticipated impact of Extensity’s technology on Geac’s future growth;

•  the expected benefits and synergies of the merger; and

•  the anticipated impact of the acquisition on the combined company’s financial condition and financial performance.

      These forward-looking statements reflect current views and expectations about the relevant company’s plans, strategies and prospects, which are based on the information currently available and on current assumptions.

      Neither Extensity nor Geac can give any guarantee that these plans, intentions or expectations will be achieved. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those factors described in the “Risk Factors” section of this proxy statement/ prospectus. In addition, events may occur in the future that neither Geac nor Extensity is able to accurately predict or control and that may cause actual results to differ materially from the expectations described in the forward-looking statements. Readers should not place undue reliance on the forward-looking statements included or incorporated by reference in this proxy statement/ prospectus. These forward-looking statements speak only as of the date on which the statements were made. In evaluating forward-looking statements, you also should consider the other risks described from time to time in Extensity’s and Geac’s reports and documents filed with the SEC and Canadian provincial securities administrators.

      Neither Geac nor Extensity assumes any obligation to update any forward-looking statements to reflect events or circumstances after the date of this proxy statement/ prospectus.

      Following the merger, Geac expects to continue to be a “foreign private issuer” eligible to file reports under the Securities Exchange Act and the multi-jurisdictional disclosure system. The multi-jurisdictional disclosure system facilitates cross-border offerings of securities and continuous reporting by specified Canadian issuers. The system permits eligible companies in the United States and Canada to offer securities in the other country using the disclosure documents meeting the regulatory requirements of their home country. As a corporation governed by the Canada Business Corporations Act and subject to reporting requirements of the various securities regulatory authorities in Canada, Geac is required to prepare and file financial information in Canada under accounting principles generally accepted in Canada, or Canadian GAAP.

      Following the merger, Geac expects to file with the Securities and Exchange Commission and various securities regulatory authorities in Canada annual reports, including consolidated financial statements denominated in Canadian dollars and prepared under accounting principles generally accepted in Canada, or Canadian GAAP, which will include a reconciliation to accounting principles generally accepted in the United States, or US GAAP.

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THE SPECIAL MEETING OF EXTENSITY STOCKHOLDERS

General

      Extensity is furnishing this proxy statement/ prospectus to holders of Extensity common stock and to holders of options and other rights to purchase Extensity common stock in connection with the solicitation of proxies by Extensity’s management for use at the special meeting of Extensity stockholders to be held on March 3, 2003, and any adjournment or postponement thereof, and for the purpose of assisting Extensity stockholders in deciding whether to elect to receive cash or Geac common shares in the merger.

      This proxy statement/ prospectus is being mailed to Extensity stockholders on or about February 10, 2003. This proxy statement/ prospectus is also being furnished to Extensity stockholders as a prospectus in connection with the issuance by Geac of Geac common shares as contemplated by the merger agreement.

Date, Time and Place

      The special meeting of Extensity stockholders will be held on March 3, 2003 at 9:30 a.m., local time, at the law offices of Cooley Godward LLP, located at 3175 Hanover Street, Palo Alto, CA 94303.

Matters to be Considered at the Special Meeting of Extensity Stockholders

      At the special meeting of Extensity stockholders, and any adjournment, postponement or continuation thereof, Extensity stockholders will be asked to consider and vote upon a proposal to adopt and approve the merger agreement and the merger, pursuant to which a subsidiary of Geac will merge with and into Extensity, Extensity will become a subsidiary of Geac and each outstanding share of Extensity common stock will be converted into the right to receive, at the stockholder’s election, either US$1.75 in cash or 0.627 of a Geac common share (with cash in lieu of any combined fractional share), subject to adjustment depending on the amount of Extensity’s working capital at the closing of the merger. We call this proposal the merger proposal.

      Extensity stockholders will also be asked to grant Extensity’s management authority to vote in management’s discretion to adjourn the Extensity special meeting in the event that Extensity does not receive sufficient votes to approve the merger proposal, so that Extensity’s management can solicit additional proxies with respect to the merger proposal. We call this proposal the adjournment proposal.

Record Date

      Extensity’s board of directors has fixed the close of business on February 5, 2003, as the record date for determination of Extensity stockholders entitled to notice of and to vote at the special meeting of Extensity stockholders.

Voting of Proxies

      Extensity requests that its stockholders complete, date and sign the proxy card and promptly return it by mail in the accompanying white envelope marked for this purpose in accordance with the instructions accompanying the proxy card. If your shares are held by a broker in “street name,” your broker may vote the shares only if you provide instructions on how to vote. Your broker will provide directions on how to instruct the broker to vote your shares. All properly signed and dated proxies that Extensity receives prior to the vote at the special meeting of Extensity stockholders, and that are not revoked, will be voted in accordance with the instructions indicated on the proxies or, if no direction is indicated, “FOR” adoption and approval of the merger agreement and the merger and “FOR” the adjournment proposal.

      Stockholders may revoke their proxies at any time prior to their use:

•  by delivering to the Secretary of Extensity, 2200 Powell Street, Suite 300, Emeryville, CA 94608, a signed notice of revocation or a later-dated, signed proxy; or

•  by attending the special meeting of Extensity stockholders and voting in person.

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      Attendance at the special meeting of Extensity stockholders does not in itself constitute the revocation of a proxy.

Votes Required

      As of the close of business on February 5, 2003, the record date for the special meeting of Extensity stockholders, there were 25,506,378 shares of Extensity common stock outstanding and entitled to vote, held by approximately 166 holders of record. The record holders of a majority of the shares of Extensity common stock outstanding on the record date must vote to adopt and approve the merger agreement and the merger in order for the merger agreement and the merger to be approved. The record holders of a majority of the shares of Extensity common stock present at the special meeting, either in person or represented by proxy, must vote to approve the adjournment proposal in order for Extensity’s management to have the authority to adjourn the special meeting. Extensity stockholders have one vote per share of Extensity common stock owned on the record date.

      As of the record date for the special meeting, the directors and executive officers of Extensity and their affiliates owned 7,477,747 shares of Extensity common stock, which represented approximately 29% of the outstanding shares of Extensity common stock entitled to vote at the special meeting of Extensity stockholders. Several directors and executive officers of Extensity, and entities affiliated with these directors and officers, have entered into voting and proxy agreements with Geac and Geac’s merger subsidiary, pursuant to which these directors and executive officers and other stockholders agreed, among other things, to vote, or cause to be voted, all of the shares of Extensity common stock owned by them, as set forth in each voting and proxy agreement, as well as all shares of Extensity common stock acquired by them, in favor of the adoption and approval of the merger agreement and the merger, and against any other extraordinary transaction, such as another merger. As of the record date for the special meeting, 6,305,695 shares of Extensity common stock were subject to the voting and proxy agreements, representing approximately 25.0% of the outstanding shares of Extensity common stock entitled to vote at the Extensity special meeting. See the section entitled “Agreements Related to the Merger — Voting Agreements.”

Quorum; Abstentions and Broker Non-Votes

      The required quorum for the transaction of business at the special meeting of Extensity stockholders is the presence in person or by proxy of the holders of a majority of the shares of Extensity common stock outstanding on the record date for the special meeting. Abstentions and broker non-votes each will be included in determining the number of shares present and voting at the special meeting of Extensity stockholders for the purpose of determining the presence of a quorum. Because adoption and approval of the merger agreement and the merger requires the affirmative vote of a majority of the outstanding shares of Extensity common stock entitled to vote at the special meeting of Extensity stockholders, abstentions and broker non-votes will have the same effect as votes against the merger proposal. In addition, the failure of an Extensity stockholder to return a proxy or to vote in person in favor of the merger will have the effect of a vote against the adoption and approval of the merger agreement and the merger. The approval of the adjournment proposal requires the affirmative vote of the majority of the shares represented and voting on the proposal (which shares voting affirmatively also constitute at least a majority of the required quorum). Accordingly, the failure of an Extensity stockholder to return a proxy or vote in person in favor of the adjournment proposal, as well as abstentions and broker non-votes, will have the effect of votes against the adjournment proposal, unless more than 25 percent of the shares of Extensity common stock outstanding on the record date are voted “for” the proposal, in which case neither the failure to return a proxy or vote nor abstentions or broker non-votes will affect the outcome. Brokers holding shares for beneficial owners cannot vote on the proposal to adopt the merger agreement or the adjournment proposal without the owners’ specific instructions. Accordingly, Extensity stockholders are encouraged to return the enclosed proxy card marked to indicate their votes as described in the instructions accompanying the proxy card.

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Solicitation of Proxies and Expenses

      Extensity has retained the services of Georgeson Shareholder Communications, Inc. to assist in the solicitation of proxies from Extensity stockholders. The fees to be paid to the firm by Extensity for these services are not expected to exceed US$8,500 plus reasonable out-of-pocket expenses. Extensity will bear its own expenses in connection with the solicitation of proxies for the special meeting of Extensity stockholders.

      In addition to solicitation by mail, the directors, officers and employees of Extensity may solicit proxies from stockholders by telephone, email, facsimile or in person. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable expenses incurred in sending proxy materials to beneficial owners.

      Under Extensity’s bylaws, business transacted at the special meeting of Extensity stockholders will be limited to the purposes stated in the notice accompanying this proxy statement/ prospectus.

Extensity Board Recommendation

      Extensity’s board of directors has unanimously approved and adopted the merger and the merger agreement and has determined that the merger and the merger agreement are fair to and in the best interests of Extensity and its stockholders, and recommends that Extensity stockholders vote “FOR” adoption and approval of the merger agreement and the merger.

      The matters to be considered at the special meeting of Extensity stockholders are of great importance to Extensity stockholders. Accordingly, Extensity stockholders are encouraged to read and carefully consider the information presented in this proxy statement/ prospectus, and to complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid white envelope marked for this purpose, as described in the instructions accompanying the proxy card.

      Extensity stockholders should not send any stock certificates with their proxy cards, nor should they send their elections to receive cash or stock consideration with their proxy cards. Instructions for the return of the election forms and stock certificates are included elsewhere in this proxy statement/prospectus. For more information regarding the procedures for exchanging Extensity stock certificates for the merger consideration, see the section entitled “The Merger Agreement — Elections as to Form of Consideration.”

Stockholder Proposals for the Extensity 2003 Annual Meeting

      If the merger is not completed, proposals of Extensity stockholders that are intended to be presented at Extensity’s 2003 Annual Meeting must be timely delivered to or received by Extensity. Under Extensity’s bylaws, in order to be deemed properly presented, notice must be delivered to, or mailed and received by, Extensity not later than December 16, 2002. The stockholder’s notice must set forth: (1) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (2) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (3) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (a) the name and address of such stockholder, and of such beneficial owner and (b) the class and number of shares which are owned beneficially and of record by such stockholder and such beneficial owner. If the presiding officer of the meeting determines that such business has not been properly brought before the meeting, then that business shall not be transacted.

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THE MERGER

The Merger

      This section of this proxy statement/ prospectus describes material aspects of the proposed merger, including the merger agreement. While Geac and Extensity believe that this description covers the material terms of the merger and the related transactions, this summary may not contain all of the information that is important to you. You should read the entire merger agreement and the other documents referred to herein carefully and in their entirety for a more complete understanding of the merger.

      Geac, Cage Acquisition, Inc. and Extensity entered into an agreement and plan of merger on August 26, 2002. On December 20, 2002, these parties, along with Geac Computers, Inc., entered into an amended and restated agreement and plan of merger. On February 4, 2003, the parties entered into a second amended and restated agreement and plan of merger, a copy of which is attached as Annex A to this proxy statement/ prospectus and incorporated herein by reference. In this proxy statement/ prospectus, we often refer to this amended and restated agreement as the merger agreement. Similarly, we often refer to the merger, which, unless the context otherwise requires, refers to the merger of Cage Acquisition Corp., a subsidiary of Geac, with and into Extensity. Extensity will be the surviving corporation in the merger.

Background of the Merger

      Both Geac and Extensity have regularly evaluated different strategies to improve their competitive positions and enhance their respective stockholder values, including opportunities for combinations with or acquisitions of other companies or their assets, possible partnerships or alliances and other significant transactions.

      In the second half of fiscal 2002, Geac commenced a strategic review of its business, with the assistance of an international strategic consulting firm. In early March 2002, Geac announced that, as a result of its review, it had embarked on a number of strategic and tactical initiatives with the objective of transforming Geac into a fast-growing, first-tier enterprise application systems provider. Among these initiatives was a plan to build on the strengths of Geac’s existing enterprise application suite and its large installed customer base by adding, through internal development or acquisition, new applications that would enable Geac’s enterprise customers to improve additional business processes that were contiguous or closely related to those already addressed by Geac’s existing product suite.

      In its strategic review, Geac had identified several classes of applications for which Geac believed there was substantial demand among its installed base, and had considered a number of existing vendors of these applications as possible acquisition candidates. Geac concluded that one of the most promising potential areas for expansion was in the field of employee relations management software, and began to concentrate its search for an acquisition candidate in that field. Geac identified a number of vendors of time and attendance, travel and expense, procurement and workforce management software applications and contacted several of them about the possibility of discussing a strategic alliance or other cooperative arrangement. Of the companies that expressed interest in pursuing discussions, Geac considered Extensity to be the most attractive candidate, with the most complete suite of employee relations management software applications of the companies Geac had contacted, and a history of sales to customers of a size and kind that largely complemented Geac’s customer base.

      On March 29, 2002, Paul Birch, President and Chief Executive Officer of Geac, sent a letter to Bob Spinner, President and Chief Executive Officer of Extensity, in which Mr. Birch expressed an interest in initiating discussions regarding a potential business combination between Geac and Extensity. On April 8, 2002, Mr. Birch called Mr. Spinner to follow up on his letter, and the two agreed to schedule a videoconference session with members of Geac’s and Extensity’s management. On April 10, 2002, Mr. Birch, along with Charles Jones, Chairman of the Board of Geac and Jay Sherry, Geac’s Senior Vice President, Marketing and Strategic Alliances, conducted a videoconference with members of Extensity’s

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senior management, including Mr. Spinner and Kenneth Hahn, who was Chief Financial Officer of Extensity at that time, to discuss the possibility of a business combination.

      On April 21, 2002, Messrs. Jones and Birch, along with Derek Murphy, one of Geac’s financial advisors, met with members of Extensity’s management at Extensity’s corporate office in Emeryville, California. Present at the meeting for Extensity were Messrs. Spinner and Hahn, Sharam Sasson, Extensity’s Chairman of the Board and founder, and other members of Extensity’s management team. The meeting focused on product functionality, management capabilities at Extensity and market conditions. Mr. Jones explained Geac’s strategic intentions with respect to a possible acquisition of Extensity.

      On April 26, 2002, Geac sent a letter to Extensity outlining a preliminary set of proposed terms for a potential business combination, including a potential aggregate transaction value in the range of US$49 million to US$53 million.

      On May 1, 2002, Geac and Extensity signed a confidentiality agreement to facilitate each company’s review of the other’s confidential and proprietary information in connection with a possible acquisition transaction. Beginning in May 2002, Geac, both directly and with the assistance of its financial, accounting and legal advisors, conducted a due diligence investigation of Extensity. That effort included meetings by members of Geac’s management team and board of directors with members of Extensity’s management team and members of its board of directors, document review and follow-up questions by representatives of Geac and its financial and accounting advisors and its inside and outside counsel. As part of this investigation, representatives of Geac met with or spoke to a number of existing customers of Extensity, and Geac engaged an independent consultant to perform an analysis of Extensity’s customer pipeline and other issues. The due diligence investigation continued through August 26, 2002. Beginning in May 2002, Extensity, both directly and with the assistance of its financial advisors and outside counsel, conducted a due diligence investigation of Geac. That due diligence investigation continued through August 26, 2002.

      Beginning in May 2002, Geac and Extensity and their respective financial and legal advisors began negotiating the substantive terms of the merger. The Geac negotiating team was led by Mr. Jones and the Extensity negotiating team was led by Mr. Spinner. The initial phase of negotiations focused on valuation and on the nature of the consideration that Extensity stockholders would receive in the transaction. Extensity initially expressed an interest in a non-taxable, all-stock transaction. Geac wanted to assure the possibility of some cash in the transaction, at least for those Extensity stockholders who preferred cash. Extensity also stated that the transaction value would need to be significantly higher than the range offered by Geac in its April 26 letter in order to make a transaction attractive to Extensity. Despite this difference in valuation expectations, the parties agreed to continue with due diligence and with exploration of a possible transaction.

      As negotiations continued, Geac and Extensity agreed that it would be beneficial to afford Extensity stockholders an ability to elect between Geac shares and cash. At this point in the process, the parties both contemplated that the Geac shares to be issued in the merger would not constitute a tax gain or loss recognition event for the Extensity stockholders under U.S. federal income tax laws. The parties also discussed the maximum amount of cash (ranging from 20-40% of the transaction value) that could be included in the merger consideration, consistent with treatment of the transaction as a tax-free reorganization.

      On May 15, 2002, Heller Ehrman White & McAuliffe LLP (Geac’s California counsel) distributed preliminary drafts of a merger agreement and voting agreement to Extensity and Cooley Godward, and subsequently distributed a draft of the lock-up agreements with Geac that would restrict the ability of selected members of Geac’s management, directors and other stockholders affiliated with Extensity’s management and directors to transfer any Geac common shares received in the merger for a period after the merger closes.

      On May 31, 2002, Geac and Extensity signed a strategic alliance agreement providing for the marketing by Geac of Extensity software to Geac customers. Mr. Spinner and other representatives of

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Extensity attended Geac’s Alliance User Group meeting held in Florida from June 3 through June 5, 2002, and Mr. Spinner addressed the meeting.

      Negotiations regarding the merger then slowed as Geac continued its due diligence investigation. In June 2002, Geac reported improved financial results for the fiscal year ended April 30, 2002. On July 2, 2002, Mr. Jones proposed to Mr. Spinner a revised transaction value of US$40 million. This proposal was rejected by Extensity on July 10, 2002 in a written communication from Broadview.

      On July 11, 2002, Extensity’s board of directors met to review the rationale for the transaction, the status of negotiations and the outstanding issues. Also on July 11, Mr. Jones was advised by the Extensity directors that they had authorized Messrs. Spinner and Schlein to continue to negotiate on behalf of Extensity, and these three individuals agreed to proceed with negotiations based on an aggregate transaction value of US$46.5 million, subject to resolution of a number of outstanding issues and further subject to Geac promptly completing its due diligence investigation. On July 12, 2002, Mr. Jones met with Messrs. Spinner, Hahn, and Oney and Ms. Ireland to discuss their future plans and responsibilities following the proposed merger.

      Over the next few weeks, Geac, Extensity and their respective financial and legal advisors continued the negotiations. They discussed whether the acquisition price should vary as a function of changes in the Geac share price and whether one or the other party should be entitled to terminate the merger agreement, in response to substantial changes in that price. The parties decided that, in order to promote transaction stability, there should be no such walk-away rights. They also decided to express the Geac share component of the merger consideration in the form of a fixed ratio, rather than as a stated dollar value or number of Geac shares.

      Another issue addressed in the July negotiations concerned Extensity’s working capital. In the earlier discussions in May 2002, Geac originally proposed that Geac would not be required to close the merger if Extensity’s working capital were below a prescribed level. Extensity objected to such a condition, in part because it could promote transaction instability and also because, given that Extensity projected a decline in its working capital with time, Extensity’s ability to satisfy a working capital condition would decline the later the closing occurred.

      The parties also discussed whether the transaction should be structured as a forward or reverse triangular merger and the nature of the closing conditions to be included in the merger agreement, including Geac’s proposal that, as a condition to the consummation of the merger, Extensity should be required to obtain the consent to the merger of any third party that might be required under a lease or other material agreement between Extensity and such third party. Extensity objected to this provision on the ground that it would, by imposing a condition beyond Extensity’s control, create uncertainty as to whether the transaction, once announced, would be consummated.

      By July 25, 2002, Geac and Extensity had reached a tentative understanding that the formula for determining the ratio of Geac common shares to be issued in the transaction would be based on Geac’s share price as of July 11, 2002, and that there would be no walk-away rights associated with changes in Geac’s share price. As discussions continued in late July and early August, the parties decided to dispense with a working capital closing condition, and in its place agreed upon a price adjustment if Extensity’s pre-closing adjusted working capital varied significantly from a working capital standard that declined over time. Geac and its team conducted additional due diligence regarding Extensity’s business prospects and forecasts. Geac’s management and its representatives also continued their discussion with Extensity’s management and representatives concerning management transition and related employment agreements, as well as working capital adjustments and the necessity of obtaining third party consents.

      On August 1, 2002, Geac’s board of directors met to review the status of the transaction, during which the directors of Geac participated in an active discussion and review of the significant issues that had arisen in connection with the transaction. Geac’s financial and legal advisors also participated in this meeting. The results of Geac’s due diligence investigation of Extensity were discussed. Geac’s board of directors approved the transaction subject to confirmation of the preliminary views that had been expressed

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by its financial advisors, the resolution of a number of specified business and due diligence issues and the finalization of definitive merger documentation in form satisfactory to Messrs. Jones, Birch and Thorburn.

      On August 13, 2002, Heller Ehrman distributed a revised draft of the merger agreement and draft employment letters for the four management employees of Extensity (Ms. Ireland and Messrs. Oney, Smith and Yarnold) who ultimately signed such letters.

      On August 15, 2002, Extensity held a board meeting to consider the merger agreement and the merger at which Extensity’s financial advisor, Broadview International, made a presentation and provided its preliminary oral indication that the merger consideration was fair from a financial point of view to Extensity’s stockholders as of such date and based on information available at that time. At the meeting, at which all directors of Extensity were present except David Reed, Cooley Godward described the proposed terms of the merger agreement and the merger to Extensity’s board of directors. At the conclusion of this meeting, following an extensive discussion and numerous questions from Extensity’s board, the members of Extensity’s board of directors present at the meeting voted unanimously to approve the merger agreement and the merger, and granted members of Extensity’s management authority to complete the negotiation of the merger agreement provided that the final terms of the merger agreement were not materially different from those presented to the board.

      On August 19, 2002, Geac delivered to Extensity a revised proposal regarding the transaction value during a conference call in which members of each party’s management and their respective legal and financial advisors participated. At this time, Geac also proposed a cap on the number of Geac shares it could be required to issue in the transaction. This feature was necessary to enable Geac to state to the Toronto Stock Exchange, in connection with a required approval from the TSE, the maximum number of shares it would issue in the transaction.

      On August 21, 2002, after further negotiations conducted by Messrs. Jones, Spinner and Schlein, Geac and Extensity reached agreement in principle on a transaction value of US$46.1 million (including the value of Extensity options to be assumed). They also agreed to resolve the stalemate over the limit on the amount of cash consideration that could be paid, and Geac’s requirement to cap the number of shares that could be issued, by structuring the merger as a taxable transaction, in which there would be no limitation on the ability of Extensity stockholders to elect to receive cash, but there would be a cap on the total number of Geac common shares issuable in the transaction. They also agreed to eliminate the requirement that Extensity, as a condition to closing, obtain the consent of third parties under contracts between such third parties and Extensity.

      On August 23, 2002, Extensity’s board of directors met again to consider the revised merger agreement and the merger, including the US$46.1 million transaction value, and Broadview International delivered its fairness opinion. At the conclusion of the meeting, the members of Extensity’s board of directors voted unanimously to approve the revised merger agreement and the merger, and granted members of Extensity’s management authority to complete the negotiation of the merger agreement provided that the final terms of the merger agreement were not materially different from those presented to the board.

      From August 19 through August 26, 2002 representatives from Geac, Extensity and their respective financial and legal advisors participated in a series of conference calls during which they resolved the remaining open issues, including the details of the merger mechanics and the working capital adjustment, and exchanged and reviewed further draft language for the merger agreement, including the final version of the merger agreement which was distributed on August 26, 2002.

      After the close of trading for the Extensity common stock on the NASDAQ Market System and the Geac shares on the Toronto Stock Exchange on August 26, 2002, Extensity, Geac and Geac’s subsidiary signed the merger agreement. The voting agreements, lock-up agreements and employment letters were also executed and delivered contemporaneously with the execution and delivery of the merger agreement. Extensity and Geac then announced the merger agreement, in separate press releases, and on the evening of August 26, their management teams conducted a joint conference call about the transaction that was

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open to the public. In Geac’s press release, Mr. Birch noted that, subject to a number of stated assumptions, Geac estimated that the effect of the merger on Geac’s earnings would be approximately 10% dilutive in the first twelve months following the closing and accretive in the following six month period.

      On December 20, 2002, Geac, Extensity, Cage Acquisition, Inc. and Geac Computers, Inc., a subsidiary of Geac, entered into an amended and restated merger agreement. This amendment and restatement effected two substantive changes to the merger agreement. First, it modified the termination provisions of the merger agreement to extend the date on which the agreement could be terminated by either Geac or Extensity if the closing of the merger had not taken place from January 31, 2003 to March 15, 2003. The purpose of this amendment was to ensure that the merger agreement would remain binding on the parties in the event that delays in the regulatory review process made it impossible to mail the proxy statement/prospectus to Extensity stockholders in time to hold the special meeting of stockholders and complete the merger by January 31, 2003. The second substantive change effected by the amendment was to add Geac’s subsidiary Geac Computers, Inc. as a party to the merger agreement, and to make Geac Computers, Inc., together with Geac, responsible for paying or causing to be paid any cash merger consideration required to be paid as a result of elections by Extensity stockholders. The purpose of adding Geac Computers, Inc. as a party was to facilitate planning by Geac relating to its internal arrangements for financing the cash portion of the merger consideration. Except insofar as efficient financing arrangements by Geac will indirectly benefit Extensity stockholders who elect to receive Geac common shares in the merger, the addition of Geac Computers, Inc. as a party to the merger agreement is not expected to alter in any way the effect of the merger on Extensity stockholders or otherwise affect their interests.

      On February 4, 2003, Geac, Extensity, Cage Acquisition Inc. and Geac Computers, Inc. entered into a second amended and restated merger agreement. This amendment included an agreement of Geac and Extensity as to the amount of the Extensity WC had it been determined as of December 31, 2002, such amount referred to in the merger agreement as the “Interim Extensity WC.” The amendment modified the definition of Extensity WC in two respects: first, to clarify the intent of the parties that Extensity’s restricted cash and short-term investments are to be included in the computation of the Extensity WC; and second, to clarify the intent of the parties that certain types of changes in Extensity’s working capital, defined in the merger agreement as “Excluded Adjustments,” should not be taken into account in determining the amount of any increase in the merger consideration.

Geac’s Reasons for the Merger

      An important element of Geac’s strategy is the pursuit of acquisitions of companies, product lines and assets that are complementary to its business and that will contribute to the long-term growth of the company. Geac seeks, through selective acquisitions, to extend the breadth of its enterprise applications suite to provide more complete solutions demanded by the company’s enterprise customers. Geac also seeks to acquire advanced, web-enabled technologies that will enhance the accessibility, scalability and flexibility of Geac’s enterprise solutions.

      Geac believes there is substantial demand, both in its large installed base of enterprise customers, and among potential new customers, for enterprise applications that can offer extended financial management capabilities, particularly in the area of employee relationship management. Geac believes that adding Extensity’s innovative solutions for automating employee-based financial processes will help enable Geac to meet the demands of its enterprise customers around the world, promote customer loyalty, and create opportunities for incremental revenue growth from new and existing customers. Geac also believes that Extensity’s use of advanced web technology and product architecture based on open industry standards such as J2EE will facilitate integration of Extensity’s products with the Geac enterprise application suite and help provide the scalability and ease of integration demanded by Geac’s enterprise customers.

      Geac believes that the proposed merger presents significant opportunities for revenue and expense synergies. Geac expects to realize revenue synergies over time as Geac introduces Extensity’s products and technologies to Geac’s large installed customer base and also markets its own products and services to

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Extensity’s customer base. The revenue from these incremental sales, which might not have been made by either company in the absence of the merger, would include new license fees as well as professional services and maintenance fees related to the new licenses. Geac believes that its cost structure is lower than that of Extensity, so that the gross margins resulting from sales of Extensity’s products should be higher than Extensity’s historical gross margins. Geac also believes that potential exists for expense reduction synergies as a result of the proposed merger. In particular, Geac expects to reduce staffing at Extensity where appropriate to eliminate duplicative functions or expense. These reductions are expected to occur throughout most functional areas within Extensity’s operations. Geac also expects to significantly reduce or eliminate expenses associated with Extensity operating independently as a public company, including legal, accounting, investor relations and insurance expense. Geac plans to consolidate facilities where appropriate and to reduce Extensity’s rent expense. The parties also expect to consolidate sales and marketing programs to focus on Geac’s large customer base and eliminate duplicative efforts and expense. As a result of these anticipated synergies, Geac believes that the business opportunities available to the two companies combined will be greater than those available to the two companies operating separately.

Extensity’s Reasons for the Merger

      Extensity’s board of directors has determined that the proposed merger is advisable and fair to, and in the best interests of, Extensity and its stockholders and caused Extensity to enter into the merger agreement. Extensity’s board of directors took into account a number of factors in its deliberations concerning the merger, including, but not limited to, the following:

•  information concerning the financial performance and condition, results of operations, competitive position, management and business of Geac and Extensity before and after giving effect to the merger, such as the business and financial prospects of Extensity were it to remain an independent company in light of the continued consolidation of the software applications industry compared to the expanded business and financial prospects of a combined organization, which led Extensity’s board of directors to conclude that the opportunity to receive Geac common shares or cash would provide Extensity’s stockholders with a better chance of realizing a return on their investment than Extensity would as an independent company;

•  current financial market conditions and historical market prices, volatility and trading information with respect to Geac common shares and Extensity common stock, such as the adverse impact on Extensity’s stock price and trading volume related to the sharp decline in Extensity’s revenues, the relative stability of the Geac share price compared to the Extensity stock price, the greater trading volume of Geac shares relative to the trading volume of Extensity stock and the fact that Extensity was trading below $1.00 per share at the time which raised the possibility of a NASDAQ delisting and negatively impacted Extensity’s ability to rely on the equity markets to raise additional capital, if needed, which led Extensity’s board of directors to conclude that Extensity stockholders were more likely to benefit more from receiving cash and/or Geac common shares in the merger than from retaining their ownership of Extensity common stock;

•  the fact that Extensity stockholders will be able to elect to receive either cash or Geac common shares, subject to the terms and limitations described in this proxy statement/prospectus, in exchange for their Extensity shares;

•  the fact that, after the merger, Extensity stockholders who receive cash for their Extensity shares will not be subject to the risk of fluctuations in the price of Geac common shares;

•  the attractiveness of the fixed cash alternative to electing Geac common shares;

•  the combined company would have substantially greater resources than Extensity as a stand-alone company;

•  the combined company would have a broader, more diversified product development pipeline and product base than Extensity as a stand-alone company;

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•  the combined company would have increased marketing and sales opportunities, including enhanced opportunities in the carrier and OEM markets in light of the combined company’s pipeline of products and prospects for product introductions in the next several years;

•  the complementary product pipelines of the two companies;

•  the enhanced financial profile of the combined company, which should better position the combined company to negotiate corporate partnerships and pursue licensing opportunities and potential strategic acquisitions than could Extensity alone;

•  the consideration Geac will pay or issue in the merger in light of comparable merger transactions, representing, at the time of announcement, a premium of 84% over Extensity’s market value immediately prior to the announcement of the proposed merger (in the case of the US$1.75 per share cash merger price) and a premium of 87% (in the case of the 0.627 Geac common share per share of Extensity common stock merger exchange ratio), which premiums the Board considered to be comparable to those achieved by target companies in similar transactions;

•  the larger market capitalization of the combined company, which should help to maintain or improve growth or value opportunities for Extensity stockholders;

•  the belief that the terms of the merger agreement, including the parties’ respective representations, warranties and covenants, and closing conditions, are reasonable and that the prospects for successful consummation of the transaction are good;

•  the analyses of Extensity’s management, financial advisors and legal advisors, which provided significant information to Extensity’s board of directors regarding Geac’s business and financial condition;

•  operations, technology, legal matters and possible synergistic opportunities for the two companies;

•  the financial presentation of Broadview made to Extensity’s board of directors on August 23, 2002, setting forth among other things several valuation methodologies, some of which placed the proposed transaction with Geac lower than the median value and the range of values with respect to such methodologies relative to comparable merger transactions, but which allowed the board to consider the proposed transaction in multiple contexts and which collectively and in conjunction with the other factors considered by the board, supported the transaction;

•  the opinion of Broadview to the effect that, as of August 23, 2002, and based upon and subject to various considerations set forth in the opinion, the total merger consideration in the merger was fair, from a financial point of view, to the holders of Extensity common stock; and

•  the fact that Extensity had explored a number of strategic alternatives to the merger, including other opportunities to merge or consolidate or remain independent.

      The Extensity board of directors also considered a number of potentially negative factors in its deliberations concerning the merger, including:

•  the risk that the potential benefits of the merger may not be realized;

•  the fact that the proposed exchange ratio is fixed and will not change with increases or decreases in the market price of either company’s stock before completion of the merger, and the possibility that the Canadian dollar value of a Geac common share at the closing of the merger may be more or less than the Canadian dollar value of a Geac common share at the time of the signing of the merger agreement;

•  the general difficulties of integrating products, technologies and companies;

•  the loss of control over the future operations of Extensity following the merger;

•  risks associated with Geac’s product development pipeline;

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•  the risk that the public announcement of the merger may reduce Extensity’s sales, disrupt customer relations and harm operating results if the merger were perceived as detrimental to Extensity or Geac;

•  risks associated with the fact that Geac is a competitor of some of Extensity’s customers;

•  the risk of management and employee disruption associated with the merger, including the potential loss of key Extensity employees critical to the ongoing success of Extensity’s product development;

•  the fact that the proposed consideration to be paid or issued by Geac in the merger was less than the median value and the range of values implied by certain valuation methodologies utilized by Broadview in comparing the proposed transaction to selected other merger transactions;

•  the fact that the merger agreement requires Extensity to obtain Geac’s consent in order to take a variety of actions, which restricts Extensity’s management prior to the completion of the merger, and could have harmful repercussions if the merger were not completed;

•  the risk that the merger may not be completed in a timely manner, if at all, notwithstanding the voting agreements obtained from holders representing beneficial ownership, excluding any shares issuable upon the exercise of options, of approximately 25% of Extensity common stock as of August 26, 2002;

•  the fact that the voting agreements and prohibition on solicitation and related provisions in the merger agreement would discourage third parties from seeking to negotiate a superior proposal for the acquisition of Extensity; and

•  the other risks described above under “Risk Factors” beginning on page 24.

      This discussion of information and factors considered by the Extensity board of directors is not intended to be exhaustive but is intended to summarize all material factors considered by the Extensity board of directors. In view of the wide variety of factors considered by the Extensity board of directors, including the various valuation methodologies prepared by Extensity’s financial advisors, the Extensity board of directors did not find it practicable to quantify or otherwise assign relative weights to the specific factors considered. However, Extensity’s board of directors concluded that the potential benefits of the merger outweighed the potential negative factors and that, overall, the proposed merger had greater potential benefits for Extensity’s stockholders than other strategic alternatives. After taking into account all of the factors set forth above, the Extensity board of directors unanimously agreed that the merger agreement and the merger were fair to, and in the best interests of, Extensity’s stockholders and that Extensity should enter into the merger agreement.

Recommendation of Extensity’s Board of Directors

      After careful consideration of all of the factors set forth above, the Extensity board of directors unanimously approved and adopted the merger and the merger agreement and has determined that the merger and the merger agreement are fair to and in the best interests of Extensity and its stockholders. The Extensity board of directors unanimously recommends that Extensity stockholders vote FOR adoption and approval of the merger agreement and the merger.

      In considering the recommendation of Extensity’s board of directors with respect to the merger agreement and the merger, Extensity stockholders should be aware that certain directors and officers of Extensity have interests in the merger that are different from, or are in addition to, the interests of Extensity stockholders generally. See the section entitled “The Merger—Interests of Extensity’s Officers and Directors in the Merger.”

Opinion of Extensity’s Financial Advisor

      Pursuant to a letter agreement dated as of May 21, 2002, Broadview was engaged to act as financial advisor to the Extensity board and to render an opinion to the Extensity board regarding the fairness of the

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merger consideration, from a financial point of view, to Extensity stockholders. The Extensity board selected Broadview to act as financial advisor based on Broadview’s reputation and experience in the information technology, communication and media sector. At the meeting of the Extensity board on August 23, 2002, Broadview delivered its oral opinion, subsequently confirmed in writing, that, as of August 23, 2002, based upon and subject to various factors and assumptions, the merger consideration was fair, from a financial point of view, to Extensity stockholders.

      Broadview’s opinion, which describes the assumptions made, matters considered and limitations on the review undertaken by Broadview, is attached as Appendix B to this document. Extensity stockholders are urged to, and should, read the Broadview opinion carefully and in its entirety. The Broadview opinion is directed to the Extensity board and addresses only the fairness of the merger consideration from a financial point of view to the holders of shares of Extensity common stock as of August 23, 2002. The Broadview opinion does not constitute a recommendation to any holder of Extensity common stock as to how such holder should vote on the merger or whether such holder should elect to receive cash or Geac common shares. The summary of the Broadview opinion set forth in this proxy statement/prospectus, although materially complete, is qualified in its entirety by reference to the full text of such opinion.

      In connection with rendering its opinion, Broadview, among other things:

•  reviewed the terms of the draft of the merger agreement furnished to Broadview by Extensity on August 23, 2002;

•  reviewed certain publicly available financial statements and other information of Extensity and Geac, respectively;

•  reviewed certain financial projections for Extensity and Geac prepared and provided to Broadview by Extensity and Geac management, respectively;

•  participated in discussions with Extensity and Geac management concerning the operations, business strategy, financial performance and prospects for Extensity and Geac, respectively;

•  discussed the strategic rationale for the merger with Extensity and Geac management, respectively;

•  reviewed the reported closing prices and trading activity for Extensity common stock and Geac common shares, respectively;

•  compared certain aspects of the financial performance of Extensity with other comparable public companies;

•  reviewed equity research analyst reports covering Extensity and Geac;

•  analyzed available information, both public and private, concerning other comparable mergers and acquisitions;

•  analyzed the anticipated effect of the merger on the future financial performance of Geac;

•  assisted in negotiations and discussions related to the merger among Extensity, Geac and their respective financial and legal advisors; and

•  conducted other financial studies, analyses and investigations as Broadview deemed appropriate for purposes of its opinion.

      In rendering its opinion, Broadview relied, without independent verification, on the accuracy and completeness of all the financial and other information, including without limitation the representations and warranties contained in the merger agreement, that was publicly available or furnished to Broadview by Extensity, Geac or Geac’s advisors. With respect to the financial projections for Geac examined by Broadview, Broadview assumed that they were reasonably prepared and reflected the best available estimates and good faith judgments of the management of Geac, as to the future performance of Geac. With respect to the financial projections for Extensity examined by Broadview, Broadview assumed that they were reasonably prepared and reflected the best available estimates as to the future performance of

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Extensity. Broadview neither made nor obtained an independent appraisal or valuation of any of Extensity’s or Geac’s assets.

      Broadview’s opinion was rendered solely with respect to the merger consideration, and Broadview expressed no opinion as the fairness or value of any particular form or combination of consideration available in the merger to holders of Extensity common stock. Without limiting the foregoing, Broadview’s opinion did not take into account any tax or other individual considerations that may impact a stockholder’s decision as to which form (or combination) of consideration to receive in the merger.

      For purposes of the opinion, Broadview assumed that neither Extensity nor Geac is involved in any material transaction other than the merger, other publicly announced transactions, if any, and those activities undertaken in the ordinary course of conducting their respective businesses. The opinion was based upon market, economic, financial and other conditions as they existed and could be evaluated as of August 23, 2002, and any change in such conditions could require a reevaluation of Broadview’s opinion. The Broadview opinion did not express any opinion as to the price at which Geac common shares would trade at any time.

      The following is a brief summary of some of the sources of information and valuation methodologies employed by Broadview in rendering Broadview’s opinion. These analyses were orally presented to the Extensity board at its meeting on August 23, 2002 and delivered with the opinion on August 26, 2002. This summary includes the financial analyses used by Broadview and deemed to be material, but does not purport to be a complete description of analyses performed by Broadview in arriving at its opinion. Broadview did not explicitly assign any relative weights to the various factors of analyses considered. In order to fully understand the financial analyses used by Broadview, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

      Extensity Stock Performance Analysis — Broadview compared the recent stock performance of Extensity with that of the NASDAQ Composite and the Extensity Comparable Index. The Extensity Comparable Index is comprised of public companies that Broadview deemed comparable to Extensity. Broadview selected seven public company comparables in the North American Employee Relationship Management industry, with trailing twelve month (“TTM”) revenue between US$15 million and US$100 million. The Extensity Comparable Index consists of the following companies: Saba Software, Inc.; The Ultimate Software Group, Inc.; Concur Technologies, Inc.; Click2Learn, Inc.; Evolve Software, Inc.; Niku Corporation; and Docent, Inc.

      Public Company Comparable Analysis — Broadview considered ratios of market capitalization, adjusted for cash and debt when necessary, to selected historical and projected operating results in order to derive multiples placed on a company in a particular market segment. In order to perform this analysis, Broadview compared financial information of Extensity with publicly available information for the companies comprising the Extensity Comparable Index. For this analysis, as well as other analyses, Broadview examined publicly available information, as well as a range of estimates based on equity research analyst reports.

      The following table presents, as of August 23, 2002, the median multiples and the range of multiples for the Extensity Comparable Index of total market capitalization (defined as equity market capitalization

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plus total debt minus cash and cash equivalents) divided by selected operating metrics (“NM” (not meaningful) indicates a negative value):

	Median		Range
	Multiple		of Multiples
Total Market Capitalization to Last Twelve Months Revenue		0.18		NM — 2.04
Total Market Capitalization to Projected 12/31/02 Revenue		0.11		NM — 2.00
Total Market Capitalization to Projected 12/31/03 Revenue		0.09		NM — 1.71
Total Market Capitalization to Last Twelve Months Gross Profit		0.31		NM — 2.83

      The following table presents, as of August 23, 2002, the median implied values and the range of implied values of Extensity, calculated by using the multiples shown above and the appropriate Extensity operating metric:

	Implied		Range of
	Median Value		Implied Values
	(United States dollars; in thousands)
Total Market Capitalization to Last Twelve Months Revenue	$	44,731		NM — $92,689
Total Market Capitalization to Projected 12/31/02 Revenue	$	42,431		NM — $79,263
Total Market Capitalization to Projected 12/31/03 Revenue	$	42,022		NM — $75,678
Total Market Capitalization to Last Twelve Months Gross Profit	$	44,576		NM — $79,603

      No company utilized in the public company comparables analysis as a comparison is identical to Extensity. In evaluating the comparables, Broadview made numerous assumptions with respect to the North American Employee Relationship Management industry performance and general economic conditions, many of which are beyond the control of Extensity. Mathematical analysis, such as determining the median, average, or range, is not in itself a meaningful method of using comparable company data.

      Transaction Comparables Analysis. Broadview considered ratios of equity purchase price, adjusted for the seller’s cash and debt when appropriate, to selected historical operating results in order to indicate multiples strategic and financial acquirers have been willing to pay for companies in a particular market segment. In order to perform this analysis, Broadview reviewed a number of transactions that it considered similar to the merger based on market focus, business model, and size. Broadview selected these transactions by choosing transactions since January 1, 2001 involving sellers in the North American Administrative Enterprise Resource Planning and Employee Relationship Management Application Industries with TTM revenue less than US$100 million, excluding equity investments and divestitures. For this analysis, as well as other analyses, Broadview examined publicly available information, as well as information from Broadview’s proprietary database of published and confidential merger and acquisition transactions in the information technology, communication and media industries. These transactions consisted of the acquisition of:

Skillsoft Corp. by Smartforce PLC;

Skills Village Inc. by PeopleSoft Inc.;

Alysis Technologies Inc. by Pitney Bowes Inc.;

Micro Information Products by Sage Group PLC; and

Deltek Systems by a management buyout group.

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      The following table presents, as of August 23, 2002, the median multiple and the range of multiples of Adjusted Price (defined as equity price plus total debt minus cash and cash equivalents) divided by the seller’s revenue in the last reported twelve months prior to acquisition for the transactions listed above:

	Median
	Multiple
			Range
			of Multiples
Adjusted Price to Last Reported Twelve Months Revenue		2.00		1.14 — 4.46

      The following table presents, as of August 23, 2002, the median implied value and the range of implied values of Extensity’s common stock, calculated by multiplying the multiples shown above by the appropriate Extensity operating metric for the twelve months ended June 30, 2002:

	Median		Range of
	Implied Value		Implied Values
	(United States dollars; in thousands)
Adjusted Price to Last Reported Twelve Months Revenue	$	91,573		$69,560 — $154,678

      Broadview also reviewed a number of transactions that it considered similar to the merger from an industry and financial point of view. Broadview selected these transactions by choosing transactions since January 1, 2001 involving public sellers in the North American Software industry with cash equal to 50% or more of equity consideration at the time of announcement of the transaction, excluding equity investments and divestitures. These transactions consisted of the acquisition of:

Netspeak Corp. by ADIR Technologies, Inc.;

SignalSoft Corp. by Openwave Systems Inc.;

NetGenesis Corp. by SPSS Inc.;

Landmark Systems Corp. by Allen Systems Group, Inc.;

Mediaplex, Inc. by Valueclick Inc.;

PrimeResponse Inc. by Chordiant Software Inc.; and

Eprise Corporation by divine Inc.

      The following table presents, as of August 23, 2002, the median multiple and the range of multiples of Adjusted Price divided by the seller’s revenue in the last reported twelve months prior to acquisition for the transactions listed above:

	Median		Range
	Multiple		of Multiples
Adjusted Price to Last Reported Twelve Months Revenue		0.12		NM — 1.12

      The following table presents, as of August 23, 2002, the median implied value and the range of implied values of Extensity’s common stock, calculated by multiplying the multiples shown above by the appropriate Extensity operating metric for the twelve months ended June 30, 2002:

	Median		Range of
	Implied Value		Implied Values
	(United States dollars; in
	thousands)
Adjusted Price to Last Reported Twelve Months Revenue	$	43,340		NM — $69,010

      No transaction utilized as a comparable in the transaction comparables analysis is identical to the merger. In evaluating the comparables, Broadview made numerous assumptions with respect to the North American Administrative Enterprise Resource Planning and Employee Relationship Management Application industries’ performance and general economic conditions, many of which are beyond the control of Extensity or Geac. Mathematical analysis, such as determining the average, median, or range, is not in itself a meaningful method of using comparable transaction data.

      Transaction Premiums Paid Analysis. Broadview considered the premiums paid above a seller’s share price in order to determine the additional value strategic and financial acquirers, when compared to public stockholders, are willing to pay for companies in a particular market segment. In order to perform this analysis, Broadview reviewed a number of transactions involving North American Software Sellers from January 1, 2001 to August 23, 2002 with equity consideration between US$10 million and

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US$100 million. Transactions were selected from Broadview’s proprietary database of published and confidential merger and acquisition transactions in the information technology, communication and media industries. The transactions used were the acquisition of:

Wasatech Interactive Learning Corporation by Plato Learning, Inc.;

Credit Management Solutions, Inc. by The First American Corporation;

Telemate.Net Software, Inc. by Verso Technologies;

eshare communications, Inc. by divine inc.;

Applied Terravision Systems, Inc. by COGNICASE, Inc.;

Liquent, Inc. by Information Holdings, Inc.;

Eprise Corporation by divine inc.;

NetGenesis Corp. by SPSS, Inc.;

NetSpeak Corp. by Adir Technologies, Inc.;

Crosskeys Systems Corp. by Orchestream Holdings, plc.;

Exigent International, Inc. by Harris Corporation;

Fourth Shift Corporation by AremisSoft Corporation;

SignalSoft Corp. by Openwave Systems Inc.;

Ecometry Corporation by an investor group (SG Merger Corporation);

Landmark Systems Corporation by Allen Systems Group, Inc.;

Micrografx, Inc. by Corel Corporation;

Ezenet Corp. by COGNICASE, Inc.;

Ecometry Corporation by Syngistix, Inc.;

Mediaplex, Inc. by ValueClick, Inc.;

Softquad Software, Ltd. by Corel Corporation;

Accelio Corporation by Adobe Systems, Incorporated;

InfoInterActive, Inc. by America Online, Inc.;

MessageMedia, Inc. by DoubleClick, Inc.;

Microware Systems Corporation by Radisys Corporation;

Alysis Technologies, Inc. by Pitney Bowes, Inc.;

MGI Software Corporation by Roxio, Inc.;

Prime Response, Inc. by Chordiant Software, Inc.;

Momentum Business Applications, Inc. by PeopleSoft, Inc.;

Open Market, Inc. by divine inc.;

Dynamic Healthcare Technologies, Inc. by Cerner Corporation; and

CUseeMe Networks, Inc. by First Virtual Communications, Inc.

      The following table presents, as of August 23, 2002, the median premium and the range of premiums for these transactions calculated by dividing:

(1)	the offer price per share minus the closing share price of the seller’s common stock twenty trading days or one trading day prior to the public announcement of the transaction, by
(2)	the closing share price of the seller’s common stock twenty trading days or one trading day prior to the public announcement of the transaction:

	Median			Range
	Multiple			of Multiples
Premium Paid to Seller’s Stock Price 20 Trading Days Prior to Announcement		85.8	%		(18.9%) — 550.0%
Premium Paid to Seller’s Stock Price 1 Trading Day Prior to Announcement		46.0	%		(7.5%) — 176.9%

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      The following table presents the median implied value and the range of implied values of Extensity’s equity, calculated by using the premiums shown above and Extensity’s diluted shares outstanding and Extensity’s share price 20 trading days and one trading day prior to August 23, 2002:

	Median		Range of
	Implied Value		Implied Values
	(United States dollars; in thousands)
Premium Paid to Seller’s Stock Price 20 Trading Days Prior to Announcement	$	38,236		$16,684 — $133,758
Premium Paid to Seller’s Stock Price 1 Trading Day Prior to Announcement	$	30,817		$19,518 — $ 58,452

      No transaction utilized as a comparable in the transaction premiums paid analysis is identical to the merger. In evaluating the comparables, Broadview made numerous assumptions with respect to North American Software industry performance and general economic conditions, many of which are beyond the control of Extensity or Geac. Mathematical analysis, such as determining the average, median, or range is not in itself a meaningful method of using comparable transaction data.

      Exchange Ratio Analysis. Broadview reviewed the ratios of the closing prices of Extensity common stock divided by the corresponding prices of Geac common shares over the period from August 23, 2001 through August 23, 2002 in contrast with the exchange ratio defined for the merger. Based on this analysis, the historical exchange ratio has ranged from 0.2596 to 1.8168 with an average of 0.5998.

      Geac Stock Performance Analysis. Broadview compared the recent stock performance of Geac with that of the NASDAQ Composite and the Geac Comparable Index. The Geac Comparable Index is comprised of public companies that Broadview deemed comparable to Geac. Broadview selected nine public companies in the North American Enterprise Resource Planning Software market with revenues between US$50 million and US$1 billion in the last twelve months. The North American Enterprise Resource Planning Software public companies consist of:

J.D. Edwards & Company;

Infinium Software, Inc.;

The Ultimate Software Group, Inc.;

Mapics, Inc.;

Lawson Software, Inc.;

Frontstep, Inc.;

QAD Inc.;

Epicor Software Corporation; and

American Software, Inc.

      Evaluation of Geac Equity. Broadview compared financial information of Geac with publicly available information for companies comprising the Geac Comparable Index. For this analysis, as well as other analyses, Broadview examined publicly available information, as well as a range of estimates based on equity research analyst reports.

      Pro Forma Combination Analysis. Broadview calculated the pro forma impact of the merger on the combined entity’s projected earnings per share for Geac’s fiscal year ending April 30, 2003, taking into consideration various financial effects which will result from the consummation of the merger. This analysis relies upon certain financial and operating assumptions provided by equity research analysts and publicly available data about Extensity and Geac. Broadview examined a purchase scenario under the assumption that no opportunities for cost savings or revenue enhancements exist. Based on this scenario, the pro forma purchase model indicates a decrease of US$0.04 for earnings per share, excluding acquisition, non-cash, and extraordinary one-time charges, for the fiscal year ending April 30, 2003.

      Consideration of the Discounted Cash Flow Methodology. While discounted cash flow is a commonly used valuation methodology, Broadview did not employ such an analysis for the purposes of this opinion. Discounted cash flow analysis is most appropriate for companies that exhibit relatively steady or somewhat

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predictable streams of future cash flow. For a company such as Extensity, a preponderance of the value in a valuation based on discounted cash flow will be in the terminal value of the entity, which is extremely sensitive to assumptions about the sustainable long-term growth rate of the company. Given the uncertainty in estimating both the future cash flows and a sustainable long-term growth rate for the company, Broadview considered a discounted cash flow analysis inappropriate for valuing Extensity.

      In connection with the review of the merger by the Extensity board, Broadview performed a variety of financial and comparative analyses. The summary set forth above does not purport to be a complete description of the analyses performed by Broadview in connection with the merger.

      The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. In arriving at its opinion, Broadview considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered by it. Furthermore, Broadview believes that selecting any portion of its analyses, without considering all analyses, would create an incomplete view of the process underlying its opinion.

      In performing its analyses, Broadview made numerous assumptions with respect to industry performance and general business and economic conditions and other matters, many of which are beyond the control of Extensity or Geac. The analyses performed by Broadview are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. The exchange ratio and other terms of the merger agreement were determined through arm’s length negotiations between Extensity and Geac, and were approved by the Extensity board. Broadview provided advice to the Extensity board during such negotiations; however, Broadview did not recommend any specific consideration to the Extensity board or that any specific consideration constituted the only appropriate consideration for the merger. In addition, Broadview’s opinion and presentation to the Extensity board was one of many factors taken into consideration by the Extensity board in making its decision to approve the merger. Consequently, the Broadview analyses as described above should not be viewed as determinative of the opinion of the Extensity board with respect to the value of Extensity or of whether the Extensity board would have been willing to agree to a different consideration.

      Upon consummation of the merger, Extensity will be obligated to pay Broadview a transaction fee of US$400,000. Extensity has already paid Broadview a fairness opinion fee of US$500,000. In addition, Extensity has agreed to indemnify Broadview and its affiliates against certain liabilities and expenses related to their engagement, including liabilities under the federal securities laws. The terms of the fee arrangement with Broadview, which Extensity and Broadview believe are customary in transactions of this nature, were negotiated at arm’s length between Extensity and Broadview, and the Extensity board was aware of the nature of the fee arrangement, including the fact that a significant portion of the fees payable to Broadview is contingent upon completion of the merger.

Interests of Extensity’s Directors and Officers in the Merger

      When considering the recommendation of Extensity’s board of directors that Extensity’s stockholders adopt and approve the merger agreement and the merger, you should be aware that some Extensity directors and officers have interests in the merger that are different from, or are in addition to, your interests. The Extensity board of directors was aware of these potential conflicts and considered them. More specifically:

      Upon completion of the merger, based on the number of shares of common stock of Geac and Extensity outstanding on February 5, 2003, it is anticipated that the directors and executive officers of Extensity and their affiliates will beneficially own less than one percent of the then outstanding Geac common shares, calculated on the basis set forth under the heading “Security Ownership of Certain Beneficial Owners and Management of Extensity.”

      As of January 31, 2003, the executive officers and directors of Extensity held outstanding stock options to purchase an aggregate of 2,541,127 shares of Extensity common stock. Of the foregoing, 1,916,323 options have an exercise price greater than, or equal to, US$2.15, and the remaining 624,804

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options have an exercise price equal to, or less than, US$1.50. Pursuant to the merger agreement, all 624,804 of these outstanding options to purchase Extensity common stock with an exercise price equal to, or less than, US$1.50, will be assumed by Geac if and to the extent not exercised before the merger and such options will continue to vest and be exercisable according to their terms; however, such options shall be exercisable for Geac common shares after the merger. All of the 1,916,323 outstanding options to purchase Extensity common stock with an exercise price equal to, or greater than, US$2.15 will become fully vested and immediately exercisable prior to, and contingent upon, the completion of the merger. All of the 1,916,323 options to purchase Extensity common stock held by Extensity’s directors and executive officers subject to accelerated vesting as a result of the merger have an exercise price that is greater than the recent trading price of Extensity common stock, which has traded between US$1.65 and US$1.83 during the period beginning August 27, 2002, the day after the merger was publicly announced, and ending on February 5, 2003, the record date for the special meeting of Extensity stockholders. Unless exercised, these options will terminate and be cancelled prior to the completion of the merger.

      In connection with the merger, Elizabeth Ireland, Extensity’s Senior Vice President of Marketing, Mark Oney, Extensity’s Senior Vice President of Engineering, Donald Smith, Extensity’s Senior Vice President of Hosted Operations and Customer Advocacy, and David Yarnold, Extensity’s Senior Vice President of Worldwide Sales have each entered into new employment agreements, which will take effect upon the closing of the merger, providing these four executives with employment with Extensity following the merger. These new employment agreements are described more fully in the section entitled “Agreements Related to the Merger — Employment Agreements.”

      Under Extensity’s Executive Change in Control Severance Benefits Plan, each of Extensity’s executive officers with the title of Senior Vice President or higher is entitled to severance benefits in the event such officer is terminated without cause or is constructively terminated one month prior to or twelve months following the acquisition of Extensity by Geac. These benefits include salary continuation for six months, plus one month for each complete year of continuous service beyond two years, and twelve months’ accelerated vesting of such officer’s stock options that are not exercisable at the effective date of termination. Under the new employment agreements described above, Ms. Ireland and Messrs. Oney, Smith and Yarnold each have waived any entitlement to benefits under the Severance Benefits Plan or under any other agreement between themselves and Extensity. Robert Spinner, Extensity’s Chief Executive Officer, Sharam Sasson, Extensity’s Chairman of the Board, and Jennifer Burt, Extensity’s Senior Vice President of Human Resources, remain eligible for severance under the Severance Benefit Plan. Mr. Spinner is also entitled to six months salary continuation under the terms of his employment agreement in the event he no longer serves as Chief Executive Officer of Extensity, reporting to the Extensity board; however, in no event will Mr. Spinner receive an amount greater than the amount allowed under the Severance Benefits Plan.

      Extensity has entered into indemnification agreements with its directors and certain officers containing provisions that may require Extensity to, among other things:

•  indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of a culpable nature;

•  advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified; and

•  maintain directors’ and officers’ insurance if available on reasonable terms.

      In addition, Geac has agreed to cause Extensity to continue to honor and maintain for a period of six years certain indemnification arrangements in favor of those persons who were, as of August 26, 2002, officers and directors of Extensity and officers and directors of Extensity’s subsidiaries. Extensity’s officers and directors would benefit from this agreement because Extensity may be in a stronger position after the merger to honor any potential indemnification claims than it might have been without having completed the merger.

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      Geac has also agreed to cause Extensity to maintain directors’ and officers’ insurance that will cover the current officers and directors of Extensity on terms at least as favorable as the current directors’ and officers’ insurance policy maintained by Extensity, provided that the aggregate premiums are not to exceed US$2,500,000. Extensity’s officers and directors would benefit from this agreement as it provides that after the merger Extensity will maintain a directors’ and officers’ insurance policy, which Extensity would not be required to do if the merger were not completed, and the continuation of this coverage would protect them from potential future losses that will be covered by such insurance.

      As a result of the foregoing, the directors and executive officers of Extensity may be more likely to vote for the adoption of the merger agreement than Extensity stockholders generally.

Extensity Directors and Officers After Completion of the Merger

      It is currently anticipated that upon completion of the merger, the directors and executive officers of Extensity will be:

Name	Office to be Held at Extensity	Current Position
Paul D. Birch	Chairman of the Board, President and Chief Executive Officer	President and Chief Executive Officer of Geac
William G. Nelson	Director	Director of Geac
Arthur Gitajn	Chief Financial Officer	Chief Financial Officer of Geac
Elizabeth Ireland	Senior Vice President of Marketing and Business Development	Vice President of Marketing of Extensity
Mark Oney	Senior Vice President of Engineering	Vice President of Engineering of Extensity
Don Smith	Senior Vice President of Professional Services/ Customer Advocacy and Hosted Operations	Vice President of Hosted Operations and Customer Advocacy of Extensity
David Yarnold	Senior Vice President of North American Sales	Vice President of Worldwide Sales of Extensity
Hema Anganu	Treasurer	Treasurer of Geac

Other than Ms. Ireland, and Messrs. Smith, Oney and Yarnold, none of the current directors and officers of Extensity will remain in such positions following completion of the merger.

Completion and Effectiveness of the Merger

      The merger will be completed if and after all the conditions to the merger are satisfied or waived, including the adoption and approval of the merger agreement and the merger by the Extensity stockholders. The merger will become effective upon the filing of a Certificate of Merger with the Secretary of the State of Delaware. Geac will issue a press release if and promptly after the merger closes. Geac and Extensity are working toward closing the merger as soon as possible and currently expect the merger to be completed on March 3, 2003. However, the merger is subject to various conditions, and Geac and Extensity cannot predict the exact timing of the closing of the merger or whether the merger will close at all.

Structure of the Merger and Conversion of Extensity Common Stock

      Under the merger agreement, Cage Acquisition Inc., a subsidiary of Geac, will be merged with and into Extensity. The merger subsidiary is a recently-formed Delaware corporation created specifically for the merger with no prior business or history. Geac owns all of the merger subsidiary’s outstanding voting common stock. Shares of the merger subsidiary’s outstanding non-voting redeemable preferred stock, which are held by a third party, will be converted in the merger into preferred stock of Extensity having equivalent rights and privileges, and will remain outstanding following the merger.

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      As a result of the merger, the merger subsidiary will cease to exist as a separate entity and Extensity will continue in existence and be operated as a subsidiary of Geac.

     Your Right to Elect Cash or Geac Shares

      You will be entitled to elect to receive either cash or a fraction of a Geac share for each of your Extensity shares. You can make different elections for different Extensity shares and thus receive a mix of cash and Geac shares.

      You must make your election before the close of business on the day before the closing of the merger. See “The Merger — Election as to Form of Merger Consideration; Exchange of Extensity Stock Certificates” for a description of how you must elect between cash and Geac shares, including when your election and stock certificates must be received by the exchange agent in order for your election to be effective. If the exchange agent does not receive a properly completed election for your shares by the deadline described there, you will be treated as having elected to receive cash for any Extensity shares as to which an effective election was not made.

      In this proxy statement/ prospectus, Extensity shares whose owner properly and timely elects to receive Geac shares are referred to as “stock election shares.” Extensity shares whose owner properly and timely elects to receive cash or who fails to deliver a proper or timely election are referred to as “cash election shares.” However, Extensity shares whose holders exercise appraisal rights (see below) are neither stock election shares nor cash election shares, as those terms are used. See the section entitled “The Merger — Extensity Stockholders’ Appraisal Rights.”

     Amount of Cash and Number of Geac Shares

      If there is no working capital adjustment to the purchase price (see below), you will receive US$1.75 for each of your cash election shares, if any, and 0.627 of a Geac share for each of your stock election shares, if any. This 0.627 ratio is referred to in the merger agreement as the exchange ratio. Neither of these figures (the US$1.75 cash price or the 0.627 of a Geac share exchange ratio) will be adjusted upward or downward due to any changes in the Extensity stock price or the Geac stock price.

      Geac will not issue any fractional shares in the merger. Rather, it will combine all the fractional Geac shares that any one Extensity stockholder would otherwise receive for stock election shares (probably determined by book entry or account in the Extensity stock records) and issue a check for the resulting, single, fractional Geac share. Geac will calculate the value of that fraction based on Geac’s closing stock price on the day before the merger closes and the Canadian/ US dollar exchange rate for that day as quoted thereafter in the Wall Street Journal.

     Possible Working Capital Adjustment

      The merger agreement provides for a downward adjustment to the purchase price, with respect both to cash election shares and stock election shares, in the event of a deterioration in Extensity’s adjusted working capital, referred to in the merger agreement as the “Extensity WC,” relative to a standard set forth in the merger agreement. The merger agreement also provides for an upward adjustment in the purchase price with respect both to cash election shares and stock election shares if the Extensity WC is greater than the specified standard. Accordingly, just before the merger is set to close, the parties will determine the Extensity WC and will make whatever purchase price adjustment, if any, is required under the merger agreement.

      The parties will determine the Extensity WC by following a procedure set forth in the merger agreement. This procedure provides that at the closing Extensity’s chief financial officer will deliver a certificate to Geac certifying as to the Extensity WC as of the close of business on the day before the merger is completed. Geac will have the opportunity to ask questions and otherwise reasonably satisfy itself regarding the contents of this certificate.

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      The merger agreement defines the “Extensity WC” as the amount equal to Extensity’s consolidated cash and cash equivalents and accounts receivables, minus Extensity’s consolidated accounts payable and current accrued liabilities. Extensity will not be charged, under this definition, for certain expenses related to the merger unless they exceed US$1,850,000.

      In the merger agreement, Geac and Extensity agreed that, if calculated in the manner specified therein as of December 31, 2002, the amount of Extensity WC as of such date would have been US$31,297,000. This amount is referred to in the merger agreement as the “Interim Extensity WC.”

      The merger agreement provides that for purposes of calculating the amount of any possible increase to the merger consideration by reason of the working capital adjustment, Extensity WC will not be increased as a result of any change in estimate (whether such change in estimate is effected by way of reversal or omission of an accrual or other item, or in any other manner), which is made in respect of any period beginning after December 31, 2002 and which relates to assets or liabilities that were taken into account in determining the Interim Extensity WC or that are otherwise reflected on Extensity’s balance sheet at December 31, 2002, other than changes in estimates that are made in response to transactions or payments actually made or entered into by Extensity, to actions of third parties or to events or changes of circumstances external to Extensity. The merger agreement also provides that the determination of the Extensity WC shall be made in a manner that is consistent with the manner in which the Interim Extensity WC was determined by Geac and Extensity.

      The Extensity WC will then be compared to what the merger agreement calls the “Extensity WC Standard.” The Extensity WC Standard is equal to US$34,019,000 minus a per diem amount for the period beginning and including October 1, 2002 and ending and including the day before the merger closes. That per diem figure is US$50,000 for each day during the first month of each calendar quarter, US$40,000 for each day during the second month of each calendar quarter, and US$10,000 for each such day during the third month of each calendar quarter. For example, if the merger closes on February 15, 2003, the Extensity WC Standard will be US$28,849,000.

      The purchase price payable in the merger will not be adjusted if the Extensity WC is within three percent of the Extensity WC Standard. Accordingly, there is a range, which declines with time, within which changes in the Extensity WC will not affect the purchase price. However, the purchase price will be adjusted downward if the Extensity WC is more than three percent below the Extensity WC Standard and the purchase price will be adjusted upward if the Extensity WC is more than three percent above the Extensity WC Standard. The adjustment (if any) to the cash price payable for each cash election share would be approximately US$0.01 for each US$264,000 by which the Extensity WC is above or below the Extensity WC Standard by more than three percent. The adjustment (if any) to the 0.627 of a Geac share issuable for each stock election share would be approximately 0.004 of a Geac share for each US$264,000 by which the Extensity WC is above or below the Extensity WC Standard by more than three percent.

      The merger agreement limits the maximum number of Geac common shares that can be issued in the merger. Regardless of the magnitude of any Extensity WC Increment, the maximum number of Geac common shares that can be issued in the merger, including shares issuable upon exercise of Extensity stock options that are assumed in the merger, cannot exceed 17,650,000, and the Exchange Ratio will be adjusted if necessary to ensure this result in the event that this number would otherwise be exceeded. Assuming that Extensity stockholders holding an aggregate of 25,199,457 shares of Extensity common stock each elect to receive Geac common shares in the merger, and that Geac assumes Extensity options to purchase approximately 911,615 shares of Extensity common stock in the merger, this limit would be reached if Extensity’s working capital at the closing exceeds one hundred and three percent of the working capital standard by approximately US$3.6 million. There is no comparable limit to the maximum amount of cash payable in the merger.

      Extensity has incurred operating losses in each of the first three quarters of fiscal year 2002, and expects to continue to incur operating losses in the near term. If the merger had been completed on December 31, 2002, there would have been no working capital adjustment.

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      The following table sets forth the amount of the Extensity WC Increment or Extensity WC Decrement and the resulting cash price and fraction of a Geac common share that would be payable in the merger, based upon a range of assumptions as to the Extensity WC and assuming the merger closes either on February 15, 2003 or, alternatively, on March 15, 2003.

	Assumed Closing Date
	February 15, 2003(1)									March 15, 2003(2)
	Extensity WC									Extensity WC
Assumed	Increment/						Exchange			Increment/						Exchange
Extensity WC	Decrement(3)			Cash Price			Ratio			Decrement(3)			Cash Price			Ratio(4)
(in thousands)	(in thousands)									(in thousands)
US$27,000		US$(984	)(5)		US$1.712720	(6)		0.613878	(7)		US$(305	)(8)		US$1.738457	(9)		0.623103	(10)
29,000		—	(11)		1.750000			0.627240			7			1.750248			0.627329
31,000		1,286			1.798727			0.644705			2,007			1.826056			0.654500

(1)	The Extensity WC Standard at February 15, 2003, after giving effect to US$5,170,000 in per diem adjustments, will be US$28,849,000.
(2)	The Extensity WC Standard at March 15, 2003, after giving effect to US$5,870,000 in per diem adjustments, will be US$28,149,000.
(3)	Indicates (in the case of an Extensity WC Decrement) the amount by which the assumed Extensity WC is less than 97% of the Extensity WC Standard at the applicable date, or (in the case of an Extensity WC Increment) the amount by which the assumed Extensity WC exceeds 103% of the Extensity WC Standard at the applicable date.
(4)	Assuming that Extensity stockholders holding an aggregate of 25,199,457 shares of Extensity common stock each elect to receive Geac common shares in the merger, and that Geac assumes Extensity options to purchase approximately 911,615 shares of Extensity common stock in the merger, the 17,650,000 Geac share limit will be reached if Extensity’s working capital at closing exceeds one hundred and three percent of the working capital standard in effect at the closing by approximately US$3.6 million. This could occur, for example, if the closing were to occur on March 15, 2003 and if on that date the Extensity WC were in excess of approximately US$32.6 million. Geac and Extensity regard such an occurrence as unlikely. There is no comparable limit on the amount of cash payable in the merger.
(5)	Calculated as follows: US$27,000,000 - (US$28,849,000 × 0.97) = -US$983,530.
(6)	Calculated as follows: (US$46,168,889 - US$983,530) / 26,382,222 = US$1.712720.
(7)	Calculated as follows: US$1.71271999 / US$2.79 = 0.613878.
(8)	Calculated as follows: US$27,000,000 - (US$28,149,000 × 0.97) = -US$304,530.
(9)	Calculated as follows: (US$46,168,889 - US$304,530) / 26,382,222 = US$1.738457.

(10)	Calculated as follows: US$1.73845702 / US$2.79 = 0.623103.
(11)	The assumed Extensity WC is within three percent of the Extensity WC Standard, and therefore there is no adjustment to the US$1.75 cash price or the 0.627 share exchange ratio.

      At December 31, 2002, Geac had 81,059,942 common shares outstanding. Following the merger, the current stockholders and optionholders of Extensity could own up to an additional 17,650,000 Geac common shares, assuming that all Extensity stockholders elect to receive Geac common shares in the merger, that all Extensity options assumed by Geac are exercised following the merger, and that, due to a working capital adjustment in Extensity’s favor, the maximum number of Geac common shares permissible under the merger agreement are issued in the merger.

Election as to Form of Merger Consideration; Exchange of Extensity Stock Certificates

      The conversion of Extensity common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger. After the effective time of the merger, Computershare Trust Company, in its capacity as exchange agent, will exchange certificates representing shares of Extensity common stock for merger consideration to be received in the merger.

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      At the time this proxy statement/ prospectus is made available to Extensity stockholders, Extensity will mail to each Extensity stockholder an election form and other transmittal materials. Extensity will also make available election forms to each holder of Extensity stock options and each holder of a right to purchase shares of Extensity common stock under the Extensity employee stock purchase plan who exercises that option or right on or before the second business day immediately before the date of the closing of the merger.

      Each election form will allow an Extensity stockholder to make a cash election or stock election, and will permit each stockholder to make different elections with respect to different shares held by such stockholder. Each election form will also address procedures for revoking or changing elections and will indicate the election deadline, which is 5:00 p.m. on the business day immediately before the date of the closing of the merger.

      Extensity stockholders who wish to elect the type of merger consideration they will receive in the merger should carefully review and follow the instructions set forth in the election form. Stockholders who hold their shares in “street name” should follow their broker’s instructions for making an election with respect to such shares.

      To make a valid election, each Extensity stockholder must surrender to the exchange agent a properly completed and signed election form, together with the related Extensity stock certificates, so that they are actually received by the exchange agent on or before the election deadline in accordance with the instructions on the election form. The exchange agent and Geac will be authorized in their sole discretion to determine whether an election has been validly and timely made and to disregard what they consider to be immaterial defects. An election form will be properly completed only if accompanied by certificates representing all shares of Extensity common stock covered by the election form or a notice of guaranteed delivery of the shares.

      Generally, an election may be revoked or changed, but only by written notice received by the exchange agent prior to the election deadline accompanied, in the case of a change of election, by a properly completed and signed election form indicating the changed election. If an election is revoked, or the merger agreement is terminated, and any certificates have been transmitted to the exchange agent, the exchange agent will promptly return those certificates to the stockholder who submitted those certificates via first-class mail promptly following the termination of the merger or revocation of the election. Stockholders will not be entitled to change or revoke their elections following the election deadline.

      If the exchange agent and Geac determine that any purported cash election or stock election was not properly made, the purported election will be deemed to be of no force or effect and the holder making the purported election will be deemed not to have made an election for these purposes, unless a valid election is subsequently made on a timely basis. Shares of Extensity common stock as to which the holder has not made a valid election prior to the election deadline, including as a result of revocation, will be treated as though the holder had made a cash election.

      If Geac declares a share dividend, share split or other similar change or adjustment in its common shares with a record date before the effective time of the merger, the exchange ratio (determined as set forth above) will be adjusted proportionately to reflect that change or adjustment but such a dividend, split or other change would have no effect on cash election shares. If Geac declares or makes any dividends or other distributions on its common shares with a record date after the date of the closing of the merger to which a holder of record of Extensity common stock who has made a stock election would otherwise be entitled, these dividends or other distributions will not be paid until the holder surrenders his or her Extensity stock certificate or other documentation. After the stockholder surrenders his or her Extensity stock certificates or other documentation, Geac will pay such dividends or other distributions, without interest, to the record holder.

      After the closing of the merger, the exchange agent will deliver to each Extensity stockholder who has properly surrendered his, her or its Extensity stock certificates the amount of cash or Geac share certificates representing the number of full Geac common shares to which they are entitled under the

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merger agreement, depending on their elections. The exchange agent will also deliver to these stockholders cash, without interest, in place of any aggregated fractional Geac common share to which they would otherwise have been entitled in the merger in respect of any stock election shares. All payments of cash will be made by check. Unless the exchange agent is instructed otherwise by the holder, each Geac share certificate will be registered in the same name as the surrendered Extensity stock certificate. Geac will issue a share certificate in a name other than this registered name only if the exchange agent is provided with documents that show and effect the unrecorded transfer of ownership and show that any applicable stock transfer taxes have been paid according to the instructions on the letter of transmittal.

      No transfer of shares of Extensity common stock will be made on the stock transfer books of Extensity after the closing of the merger, and each surrendered Extensity certificate will be cancelled. If certificates representing shares of Extensity common stock are surrendered after the completion of the merger, they will be exchanged for the merger consideration, without interest, into which those shares of Extensity common stock have been converted in the merger.

      Extensity stockholders surrendering their Extensity stock certificates for exchange should carefully follow the letter of transmittal and instructions sent by the exchange agent. Computershare Trust Company can be reached at:

          Computershare Trust Company of Canada

          Attn: Corporate Actions

          100 University Avenue, 9th Floor,

          Toronto, Ontario M5J 2Y1

          Toll Free Tel: 1-800-564-6253

          Email: caregistryinfo@computershare.com

      In order to make a valid election or to receive merger consideration, an Extensity stockholder whose certificate or certificates representing Extensity shares has been lost, stolen or destroyed must complete an affidavit of lost or destroyed certificate following the instructions that accompany the election form. These instructions require, among other things, that the Extensity stockholder furnish to Computershare appropriate evidence as to the loss, theft or destruction of the certificate and the ownership of the certificate by the claimant, and provide appropriate and customary indemnification.

      Neither Geac, Cage Acquisition Inc., Extensity, nor the exchange agent will be liable to any Extensity stockholder or Geac shareholder for any undistributed Geac common shares or cash amounts that are delivered to a public official under applicable abandoned property, escheat or similar laws.

      Geac will be entitled to deduct and withhold from the merger consideration otherwise payable to any Extensity stockholder any amounts it is required to deduct and withhold under any federal, state, local or foreign tax law. If Geac withholds any amounts, these amounts will be treated for all purposes of the merger as having been paid to the stockholders from whom they were withheld. If withholding is required from Geac common shares, Geac will be treated as having sold those shares on behalf of their holder for an amount, in cash, equal to the fair market value of such consideration at the time of the deemed sale and paid the cash proceeds to the taxing authority.

Accounting Treatment

      Geac will account for the merger in its financial statements prepared in accordance with US GAAP using the purchase method of accounting pursuant to Statement of Financial Accounting Standards No. 141, “Business Combinations.” The assets acquired and liabilities assumed from Extensity will be recorded at their fair values as of the date of the merger. Any excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets acquired will be recorded as goodwill. The results of operations of Extensity will be included in Geac’ results of operations from the date of the closing of the merger. A final determination of the required purchase accounting adjustments and the fair value of the assets and liabilities of Extensity has not yet been made. Accordingly, the purchase accounting adjustments reflected in the unaudited pro forma condensed combined financial information and the

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comparative pro forma per share financial information appearing elsewhere in this proxy statement/prospectus are preliminary and subject to change.

Regulatory Approvals

      Geac and Extensity do not expect the merger to be subject to the reporting obligations and statutory waiting period applicable to transactions falling within the jurisdiction of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. However, because the applicability of this Act is based in part on the value, during the 45-day period preceding the closing of the merger, of the Geac common shares that may constitute merger consideration Geac and Extensity will closely monitor their respective trading prices during the period following the mailing of this proxy statement/prospectus to Extensity’s stockholders and prior to the closing of the merger. The value of the merger consideration currently is below the Hart-Scott-Rodino reporting threshold, and if it remains below the threshold at any time during the 45-day period preceding the close of the merger, no Hart-Scott-Rodino notification or waiting period will be required. If the value of the merger consideration exceeds the statutory threshold throughout this 45-day period, each of Geac and Extensity may be subject to the reporting obligations and statutory waiting period under this Act. Additionally, at any time before or after the completion of the merger, either the Antitrust Division of the Department of Justice or the Federal Trade Commission could take any action under U.S. antitrust laws as it deems necessary or desirable, including seeking to enjoin the merger prior to its completion or seeking the divestiture of substantial assets of Geac or Extensity before or after the merger. Private parties and state attorneys general may also bring actions under U.S. antitrust laws depending on the circumstances.

Listing on the Toronto Stock Exchange of Geac Common Shares to be Issued in the Merger

      Geac has undertaken to file with the Toronto Stock Exchange an application for listing the Geac common shares to be issued in the merger. The approval of the Toronto Stock Exchange for the listing of the common shares is a condition to the closing of the merger.

Certain U.S. and Canadian Securities Laws Considerations

      The Geac common shares to be issued in the merger are registered under the Securities Act. Those shares will be freely transferable under the Securities Act, except for Geac common shares issued to any person or entity that is an “affiliate” of Geac or Extensity under the Securities Act. Persons and entities that may be considered affiliates include individuals or entities that control, are controlled by or are under common control with Extensity. Extensity’s affiliates may not sell their Geac common shares acquired in the merger, except pursuant to:

•  an effective registration statement under the Securities Act covering the resale of those shares;

•  an exemption under Rule 145 under the Securities Act; or

•  any other applicable exemption under the Securities Act.

      Geac and certain stockholders of Extensity have signed lock-up agreements that restricts the ability of those stockholders to transfer Geac common shares received in the merger during the period ending eight months after the merger closes. The transfer restrictions imposed by the lock-up agreements lapse with respect to one-sixth of the Geac common shares the stockholder receives in the merger in six equal monthly installments beginning three months after the merger closes.

      The Geac common shares issued to residents of Canada, if any, pursuant to the merger will be subject to issuance and resale provisions of the applicable securities laws of the province in which the recipient of the Geac common shares is resident. Accordingly, any holder of Geac common shares acquired in the merger should consult with a legal advisor prior to any resale of these shares acquired pursuant to the merger.

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Extensity Stockholders’ Appraisal Rights

      If the merger is approved by Extensity’s stockholders and completed, any Extensity stockholders who do not vote in favor of the merger and who have previously taken necessary steps under Delaware law may exercise rights of appraisal under Delaware law, rather than receive the merger consideration in the merger. Under Section 262 of the Delaware General Corporation Law, a stockholder who:

•  holds shares of Extensity’s stock on the date that the stockholder makes a demand in accordance with Section 262 with respect to those shares, which demand must be made before the Extensity stockholders vote on the merger;

•  continuously holds those shares through the effective time of the merger; and

•  has not voted in favor of the merger;

will be entitled to an appraisal by the Delaware Court of Chancery of the fair value of those shares, excluding any appreciation or depreciation resulting from the anticipation or accomplishment of the merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. The surviving corporation in the merger will then be required to pay the stockholder the fair value determined by the court. A stockholder who wishes to exercise appraisal rights must deliver a written demand for appraisal to Extensity before the vote of Extensity’s stockholders is completed.

      An Extensity stockholder who properly perfects appraisal rights and later withdraws the demand for appraisal will receive merger consideration in the same amount as other Extensity stockholders but, pursuant to the merger agreement, the form of such consideration (i.e., cash, Geac common shares or a combination of both) will be determined in the sole discretion of Geac.

      The provisions of Delaware law governing appraisal rights are complex, and you should study them carefully if you wish to exercise appraisal rights; certain actions, or failure to take certain actions, by a stockholder can prevent that stockholder from successfully asserting these rights, and multiple steps must be taken to properly perfect the rights. See “Appraisal Rights” on page 176 for more detail.

Delisting and Deregistration of Extensity Common Stock After the Merger

      If the merger is completed, Extensity’s common stock will be delisted from the Nasdaq National Market and will be deregistered under the Exchange Act.

Material United States Federal Income Tax Consequences

      Set forth below is a discussion of the material United States federal income tax consequences of the merger applicable to you, as a stockholder of Extensity, if you are a “United States person” as defined for United States federal income tax purposes and you hold your shares of Extensity common stock as a capital asset.

      For United States federal income tax purposes, a “United States person” is:

•  a United States citizen or resident alien as determined under the United States Internal Revenue Code of 1986, as amended (the “Code”),

•  a corporation or partnership (as defined by the Code) that is organized under the laws of the United States or any state,

•  an estate, the income of which is subject to United States federal income taxation regardless of its source, and

•  a trust if a court within the United States is able to exercise primary supervision over its administration and at least one United States person is authorized to control all of its major decisions.

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      This discussion is based on the Code, existing and proposed Treasury Regulations and judicial and administrative determinations, as in effect as of the date of this proxy statement/prospectus. All of the foregoing are subject to change at any time, possibly with retroactive effect, and all are subject to differing interpretation. No advance ruling has been sought or obtained from the Internal Revenue Service regarding the United States federal income tax consequences of the merger. The statements in this proxy statement/prospectus and the legal opinion described herein are not binding on the Internal Revenue Service or a court. As a result, none of Extensity, Geac or Cage Acquisition Inc., the merger subsidiary, can assure you that the tax consequences described here will not be challenged by the Internal Revenue Service or sustained by a court if so challenged.

      This discussion does not address aspects of United States taxation other than United States federal income taxation. It does not address all aspects of United States federal income taxation that may apply to you if you are subject to special rules under the Code, including, without limitation, rules that apply to persons who acquired shares of Extensity common stock as a result of the exercise of employee stock options, tax-exempt organizations, financial institutions, broker-dealers, insurance companies, persons having a “functional currency” other than the United States dollar, persons who hold their Extensity shares as part of a straddle, wash sale, hedging or conversion transaction, and certain United States expatriates. In addition, this summary does not address the state, local or foreign tax consequences of the merger.

      As a stockholder of Extensity, you are urged to consult and rely on your own tax advisors with respect to the United States federal, state and local, and foreign tax consequences of the merger based upon your particular circumstances.

      It is the opinion of Heller Ehrman White & McAuliffe LLP, special tax counsel to Geac, that if more than twenty percent of the merger consideration paid by Geac or Geac Computers, Inc. is paid in the form of cash as a result of Extensity stockholders electing to receive cash or failing to make valid elections, the merger will constitute a taxable acquisition and that even if twenty percent or less of the merger consideration paid by Geac or Geac Computers, Inc. is paid in the form of cash, the merger should constitute a taxable acquisition. In rendering its opinion, Geac’s special tax counsel received and relied upon a certificate from Geac containing representations as to certain factual matters. If any of these representations is inaccurate, the conclusion stated in its opinion could be affected.

      The opinion of Geac’s special tax counsel that even if twenty percent or less of the merger consideration paid by Geac or Geac Computers, Inc. is paid in the form of cash the merger should constitute a taxable transaction is based on certain facts and structural features of the merger, including the fact that outstanding shares of non-voting preferred stock of the merger subsidiary are held by a third party and in the merger those shares will be converted into preferred stock of Extensity and will remain outstanding in the hands of the third party. Notwithstanding the foregoing, it is possible that the Internal Revenue Service could seek to challenge the treatment of the merger as a taxable acquisition and assert that it should be instead characterized as a tax-free reorganization.

      A stockholder in Extensity should be aware that the degree of certainty that the merger is taxable depends on the amount of the merger consideration that is paid is cash. Geac’s special tax counsel is of the opinion that if more than 20% of the merger consideration paid by Geac or Geac Computers, Inc. is paid in cash, the merger “will” constitute a taxable transaction, whereas if 20% or less of the merger consideration paid by Geac or Geac Computers, Inc. is paid in cash, the merger “should” constitute a taxable transaction. Special tax counsel is providing a “will” opinion under the first assumption because the result is well established under existing authorities that adequately cover the question. Special tax counsel is able to provide only a “should” opinion under the second assumption because, while counsel believes that the likelihood of the merger being taxable under those circumstances is still substantially greater than “more likely than not,” authority on the precise question is lacking, and the ability of counsel to reach a firm conclusion by analogy to cases that arose in areas other than that of tax-free mergers but that have involved similar legal principles is limited due to conflicts in the ways that courts have resolved those cases.

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      The following discussion sets forth the material United States federal income tax consequences of the merger if, as we expect, the merger is characterized as a taxable acquisition. We also discuss the material United States federal income tax consequences if the merger is characterized as a tax-free reorganization.

     Taxable Acquisition

      If, as we expect, the merger is characterized as a taxable acquisition, for federal income tax purposes you will recognize gain or loss equal to the difference between your adjusted tax basis in the shares of Extensity common stock that you exchange for cash or Geac common shares in the merger and the amount of cash plus the fair market value of any Geac common shares that you receive.

•  Such gain or loss will be capital gain or loss and will be long-term gain or loss if, on the date of the merger, your shares of Extensity common stock were held for more than one year. Long-term capital gains of individual taxpayers are generally taxed at a maximum federal rate of 20.0%. Capital gain on assets held for one year or less at the time of their disposition is taxed as short-term capital gain at a current maximum United States federal rate of 38.6% for individual taxpayers. Phase-outs of tax benefits, limitations on deductions, and the alternative minimum tax can increase the marginal rates actually payable by particular taxpayers above these levels. The deductibility of capital losses is subject to limitation, as discussed below.

•  The aggregate tax basis of any Geac common shares received by you in the merger (including any fractional share deemed received as discussed below) generally will equal the fair market value of such Geac common shares, measured on the date of the merger.

•  The holding period (for capital gain purposes) for the Geac common shares you receive in the merger will begin the day after the date the merger closes.

•  If you exercise appraisal rights with respect to a share of Extensity common stock and receive a cash payment for such share, you generally should recognize capital gain or loss measured by the difference between the amount of cash received and your adjusted tax basis in such share.

•  Capital losses are subject to limitations. To determine the deductibility of capital losses, all capital gains and losses (without distinction between long-term and short-term) incurred during the year must be added together. Any capital losses are deductible only to the extent of any capital gains plus, in the case of non-corporate taxpayers, ordinary income up to US$3,000. Any excess net capital loss may be carried forward into future tax years.

•  Neither Geac nor Extensity will recognize gain or loss in the merger.

•  You may be subject, under certain circumstances, to “backup withholding” at a 30.0% rate with respect to payments made in connection with the merger. Backup withholding generally applies if a stockholder fails to furnish a social security number or other taxpayer identification number (“TIN”); furnishes an incorrect TIN; fails properly to report interest or dividends; or under certain circumstances; fails to provide a certified statement, signed under penalties of perjury, that the TIN provided is correct and that the stockholder is not subject to backup withholding. Backup withholding is not an additional tax but merely an advance payment, which may be refunded to the extent it results in an overpayment of tax. Certain persons generally are exempt from backup withholding, including corporations and financial institutions.

Tax-Free Reorganization

      If the Internal Revenue Service asserts successfully that the merger should be treated as a tax-free reorganization, then:

•  you, as a stockholder of Extensity, will recognize no gain or loss upon the conversion of your shares of Extensity common stock into Geac common shares; however, you will recognize gain, but not loss, to extent that you receive cash in exchange for your shares of Extensity common stock;

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•  your aggregate tax basis of the Geac common shares that you receive in the merger in exchange for your shares of Extensity common stock will be the same as the aggregate tax basis of those shares of Extensity common stock, decreased by the amount of cash that you receive in the transaction and increased by the amount of any capital gain that you recognize in the transaction; and

•  your holding period for the Geac common shares that you receive in the merger in exchange for your shares of Extensity common stock will include your holding period for those shares of Extensity common stock.

      THE FOREGOING DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY AND IS BASED ON THE LAW IN EFFECT ON THE DATE OF THIS PROXY STATEMENT/ PROSPECTUS. BECAUSE OF THE INDIVIDUAL NATURE OF TAX CONSEQUENCES, HOLDERS OF EXTENSITY COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE EFFECTS OF FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND OF CHANGES IN SUCH TAX LAWS.

Material Canadian Federal Income Tax Consequences

      Set forth below is a discussion of the material Canadian federal income tax considerations under the Income Tax Act (Canada) (the “Canadian Tax Act”) of receiving Geac common shares or cash pursuant to the merger, or of receiving cash upon exercise of statutory dissenters’ rights, generally applicable to Extensity stockholders who, for purposes of the Canadian Tax Act and at all relevant times, hold their Geac common shares as capital property and deal at arm’s length with Geac and Extensity and are not affiliated with Geac or Extensity. This discussion is applicable only to Extensity stockholders who are not and have not been at any time when they held Extensity stock (or any other property exchanged for Extensity stock in a tax deferred transaction) or will hold Geac common shares resident or deemed to be resident in Canada for purposes of the Canadian Tax Act and who do not use or hold and are not deemed to use or hold, the shares of Extensity common stock or the Geac common shares in connection with carrying on business in Canada and for whom the shares of Extensity common stock and the Geac common stock are not “designated insurance property.” (The Extensity stockholders to whom this summary applies are referred to here as “Non-resident Holders.”) This discussion does not apply to a non-resident insurer which carries on business in Canada and elsewhere.

      This discussion is based on the Canadian Tax Act, the regulations thereunder and the current published administrative policies and assessing practices of the Canada Customs and Revenue Agency (“CCRA”), all in effect as of the date of this proxy statement/prospectus. This discussion also takes into account proposed amendments (the “Proposed Amendments”) to the Canadian Tax Act publicly released by the Department of Finance Canada prior to the date of this proxy statement/prospectus, although no assurances can be given that the Proposed Amendments will be enacted in the form proposed, or at all. This discussion does not take into account or anticipate any other changes in law, whether by judicial, governmental or legislative action or decision, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations described herein. This discussion is based on the assumption that the Geac common shares will at all times be listed on a prescribed stock exchange for purposes of the Canadian Tax Act (which includes the Toronto Stock Exchange).

      This discussion is of a general nature only and is not intended to be, and should not be considered to be, legal, business or tax advice to any particular Extensity stockholder. Extensity stockholders should consult their own tax advisors as to the tax consequences of the transactions described in this proxy statement/prospectus in their particular circumstances.

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Disposition of Shares of Extensity Common Stock

      The disposition of the shares of Extensity common stock and the receipt of cash or Geac common shares pursuant to the merger or the receipt of cash upon exercise of statutory dissenters’ rights will not give rise to tax to a Non-resident Holder under the Canadian Tax Act.

Dividends

      Dividends, if any, paid or credited (or deemed to have been paid or credited) on the Geac common shares to a Non-resident Holder will be subject to non-resident withholding tax under the Canadian Tax Act of 25% of the gross amount of such dividends (subject to reduction in accordance with an applicable international tax treaty between Canada and the Non-resident Holder’s country of residence). Where the Non-resident Holder is a resident of the United States for purposes of the Canada-United States Income Tax Convention (1980) (the “Convention”), the rate of such withholding tax is generally 15%. Under the Convention, dividends paid to certain religious, scientific, literary, educational or charitable organizations and certain pension organizations that are resident in, and generally exempt from tax, in the United States, are generally exempt from Canadian non-resident withholding tax. Provided that certain administrative procedures are observed by such an organization, Geac would not be required to withhold such tax from dividends paid or credited to the organization.

Disposition of Geac Common Shares

      A Non-resident Holder will not be subject to tax under the Canadian Tax Act in respect of any capital gain realized by such Non-resident Holder on a disposition of a Geac common share, other than to Geac, unless the Geac common share constitutes “taxable Canadian property” of the Non-resident Holder for purposes of the Canadian Tax Act and the Non-resident Holder is not entitled to relief under an applicable tax treaty or convention. Provided that, at the time of disposition, the Geac common shares are listed on a prescribed stock exchange (which includes the Toronto Stock Exchange), the Geac common shares will generally not constitute taxable Canadian property to a Non-resident Holder unless, at any time during the 60 month period immediately preceding the disposition of the Geac common shares, the holder, persons with whom the holder does not deal at arm’s length or the holder together with such persons, owns not less than 25% of the issued shares of any class or any series of shares of the capital stock of Geac. For this purpose, the CCRA takes the position that a Non-resident Holder and a person with whom such Non-resident Holder does not deal at arm’s length will be considered to own shares which any such person has a right to acquire.

      Even if the Geac common shares are taxable Canadian property to a Non-resident Holder, the Convention will generally exempt a Non-resident Holder who is a resident of the United States for purposes of the Convention from tax under the Canadian Tax Act on any capital gain arising on the disposition of a Geac common share unless the value of the shares of Geac at the time of disposition is derived principally from real property situated in Canada.

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THE MERGER AGREEMENT

      The following is a description of the material provisions of the amended and restated merger agreement (the “merger agreement”), a copy of which is attached to this proxy statement/ prospectus as Annex A. While Geac and Extensity believe this description covers the material terms of the merger agreement, it may not contain all the information that is important to you and is qualified in its entirety by reference to the merger agreement. You are urged to read the merger agreement carefully and in its entirety.

Structure of the Merger

      The merger agreement provides for the acquisition of Extensity by Geac through the merger of Cage Acquisition Inc., a subsidiary of Geac, into Extensity. As a result of the merger, Cage Acquisition Inc. will cease to exist and Extensity will be the surviving corporation. Shares of the merger subsidiary’s outstanding non-voting redeemable preferred stock, which are held by a third party, will be converted in the merger into preferred stock of Extensity having equivalent rights and privileges, and will remain outstanding following the merger.

Timing of Closing

      The closing of the merger will take place no later than the third business day after satisfaction or waiver of the conditions to the merger set forth in the merger agreement (see “Conditions to the Merger” below), unless Geac, Extensity and Cage Acquisition Inc. agree to another time or date. Extensity will file a certificate of merger with the Secretary of State of the State of Delaware at the closing. The merger will be effective at the time that the certificate of merger is filed, unless a later date is specified in the certificate of merger and agreed to in writing by Geac, Extensity and Cage Acquisition Inc.

Consideration Extensity Stockholders Will Receive in the Merger

      At the effective time of the merger, Extensity stockholders (other than stockholders exercising rights of appraisal under Delaware law) will have the right, with respect to each of their shares of Extensity common stock, to elect to receive merger consideration consisting of either cash or a fraction of a Geac common share. The actual amount of consideration to be paid to stockholders will not be determined until immediately prior to the closing of the merger. Any Extensity stockholder who does not make a valid election to receive cash or Geac common shares will be treated as having elected to receive cash. Extensity stockholders may specify different elections with respect to different shares held by such stockholders, and thus receive a mix of cash and Geac common shares. For example, a stockholder with 100 shares could make a cash election with respect to 40 of those shares and a stock election with respect to the other 60 shares.

      Cash Election. Each Extensity stockholder who makes a valid cash election, or who fails to make a valid cash election or stock election, will have the right to receive, in exchange for each share of Extensity common stock, an amount in cash equal to US$1.75, subject to possible working capital adjustment. The amount of cash to be received per share of Extensity common stock is determined using a formula contained in the merger agreement. The merger agreement provides that each Extensity stockholder who makes a valid cash election, or who fails to make a valid cash election or stock election, will have the right to receive, in exchange for each share of Extensity common stock, an amount in cash equal to the Cash Price.

•  The “Cash Price” is the amount obtained by dividing (A) US$46,168,889, adjusted by (i) addition of the Extensity WC Increment or (ii) subtraction of the Extensity WC Decrement, as the case may be, by (B) 26,382,222. Assuming no working capital adjustment, the cash price will be equal to US$1.75.

•  The “Extensity WC Increment” is the amount, if any, by which the Extensity WC exceeds 103.0% of the Extensity WC Standard.

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•  The “Extensity WC Decrement” is the amount, if any, by which 97.0% of the Extensity WC Standard exceeds the Extensity WC.

•  The “Extensity WC” is an amount equal to Extensity’s consolidated accounts receivable and cash (including restricted cash), cash equivalents and short-term investments, less Extensity’s consolidated accounts payable and the accrued liabilities included in Extensity’s consolidated current liabilities, each determined as of the close of business on the day before the closing of the merger. For purposes of this calculation, certain merger expenses of up to US$1,850,000 that have been paid or accrued by Extensity through the day before the closing are added back to the Extensity WC and thus will not affect the amount of the merger consideration. In the merger agreement, Geac and Extensity agreed that, if calculated as of December 31, 2002 in the manner specified, the amount of Extensity WC as of such date would have been US$31,297,000. This amount is referred to in the merger agreement as the “Interim Extensity WC.” The merger agreement provides that for purposes of calculating any Extensity WC Increment, the Extensity WC will not take account of any Excluded Adjustment. An Excluded Adjustment is any change in estimate (whether such change in estimate is effected by way of reversal or omission of an accrual or other item, or in any other manner), which is made in respect of any period beginning after December 31, 2002 and which relates to assets or liabilities that were taken into account in determining the Interim Extensity WC or that are otherwise reflected on Extensity’s balance sheet at December 31, 2002, other than changes in estimate that are made in response to transactions or payments actually made or entered into by Extensity, to actions of third parties or to events or changes of circumstances external to Extensity. The merger agreement also provides that the determination of the Extensity WC shall be made on a basis that is consistent with the basis on which the Interim Extensity WC was determined by Geac and Extensity.

•  The “Extensity WC Standard” is equal to US$34,019,000 minus a per diem amount for each day in the period beginning on and including October 1, 2002 and ending on and including the day before the closing of the merger. The per diem deduction is equal to US$50,000 for each day during the first month of each calendar quarter, US$40,000 for each day during the second month of each calendar quarter, and US$10,000 for each day during the third month of each calendar quarter.

      Stock Election. Each Extensity stockholder who makes a valid stock election will receive in exchange for each share of Extensity common stock approximately 0.627 of a Geac common share, subject to a possible working capital adjustment. The number of Geac common shares to be received is determined using a formula contained in the merger agreement, which is summarized below.

      The merger agreement provides that each Extensity stockholder who makes a valid stock election will receive, in exchange for each share of Extensity common stock, a number of Geac common shares equal to the Exchange Ratio. The “Exchange Ratio” is defined in the merger agreement as the number obtained by dividing the Cash Price (determined as described above, after giving effect to any working capital adjustment) by US$2.79. Assuming no working capital adjustment, the Exchange Ratio would be approximately 0.627.

      If there is an Extensity WC Increment and the resulting arithmetic would cause the sum of the total number of Geac common shares issuable in the merger plus the total number of Geac common shares issuable pursuant to the exercise of options to be granted by Geac in the merger to exceed 17,650,000 Geac common shares, then the Exchange Ratio will be reduced by the amount necessary to assure that such sum equals 17,650,000 Geac common shares.

      Geac will not issue to holders of stock election shares any fractional Geac common shares in connection with the merger. Instead, Geac will pay in cash, rounded to the nearest whole cent, an amount equal to the product of the fractional part of a Geac common shares each such holder would otherwise be entitled to receive (taking into account all shares held by such holder) multiplied by the closing price of one Geac common share on the Toronto Stock Exchange on the last trading day before the closing date of

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the merger, converted to United States dollars at the exchange rate for that day as quoted thereafter in the Wall Street Journal.

      Non-Election Shares. Each Extensity stockholder who makes no election to receive cash or Geac common shares in the merger, or whose election is not made on a timely basis or who otherwise fails to comply with the instructions accompanying this proxy statement/ prospectus will be deemed to have made a cash election, and will be paid an amount in cash as described under “Cash Election” above.

Treatment of Extensity Stock Options

      At the effective time of the merger, each outstanding Extensity stock option will be treated in one of two ways, depending on the exercise price of such option.

      In the case of Extensity options outstanding immediately before the effective time of the merger that have an exercise price per share of Extensity common stock equal to or less than US$1.50, each such option will be assumed by Geac and will be converted into an option to purchase Geac common shares, upon the same terms and conditions that were applicable to the option immediately prior to the effective time of the merger. Each such option will entitle the holder to purchase a number of Geac common shares equal to the number of shares of Extensity common stock subject to such option immediately prior to the effective time of the merger multiplied by the Exchange Ratio (determined as described above), rounded down to the nearest whole number of Geac common shares. The exercise price per Geac common share of such assumed option will equal the exercise price for each share of Extensity common stock subject to such option divided by the Exchange Ratio, rounded to the nearest whole cent.

      In the case of Extensity options outstanding immediately before the effective time of the merger that have an exercise price per share of Extensity common stock greater than US$1.50, each such option will become fully vested immediately before the effective time of the merger. Extensity will give notice to the holders of such options of such accelerated vesting prior to the effective time of the merger, indicating in such notice that the holder will be given the opportunity to exercise his or her option in whole or in part on or before the second business day immediately before the closing of the merger, contingent upon the closing of the merger. If and to the extent that such option is unexercised prior to the effective time of the merger, the option will terminate at the effective time of the merger in accordance with the terms of the option plan under which such option was granted.

Treatment of Rights under Extensity Employee Stock Purchase Plan

      Extensity will shorten the offering period that would otherwise be in progress on the date the merger closes under the 2000 Extensity Employee Stock Purchase Plan by setting a new exercise date that precedes the day before the closing of the merger. Each participant will have the opportunity to withdraw from the plan and be paid his or her accumulated withholdings under the plan, or to have the accumulated withholdings applied to the purchase of shares of Extensity common stock on the accelerated exercise date in accordance with the plan. Extensity will notify the participants of the plan of this change before the new exercise date.

Elections as to Form of Consideration

      The merger agreement provides that at the time this proxy statement/prospectus is made available to stockholders, Extensity will mail to Extensity stockholders an election form and other transmittal materials. Extensity will also make available election forms to each holder of Extensity stock options and each holder of a right to purchase shares of Extensity common stock under the Extensity employee stock purchase plan who exercises that option or right on or before the second business day immediately before the date of the closing of the merger. See “The Merger — Election as to Form of Merger Consideration; Exchange of Extensity Stock Certificates.”

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Representations and Warranties

      The merger agreement contains representations and warranties of Extensity relating to, among other things:

•  corporate organization and authority;

•  authority to execute and validity of the merger agreement;

•  absence of conflicts, violations and defaults as a result of the merger;

•  the recommendation of the Extensity board with respect to the merger;

•  the fairness opinion received by the Extensity board;

•  capital structure;

•  SEC filings;

•  financial statements;

•  absence of undisclosed liabilities;

•  absence of specified adverse changes or events;

•  capital stock of its subsidiaries;

•  litigation;

•  insurance;

•  contracts and commitments;

•  labor matters;

•  compliance with laws;

•  intellectual property rights;

•  taxes;

•  employee benefit plans;

•  environmental matters;

•  corporate books and records;

•  finders and brokers;

•  this proxy statement/prospectus and the registration statement of which it is a part;

•  title to and condition of property;

•  the non-existence of discussions with respect to competing acquisition proposals; and

•  full disclosure.

      The merger agreement contains representations and warranties of Geac and its merger subsidiary relating to, among other things:

•  corporate organization and authority;

•  absence of conflicts, violations and defaults as a result of the merger;

•  capital structure;

•  Canadian regulatory filings;

•  financial statements;

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•  absence of changes or events

•  litigation

•  status of Geac common shares

•  this proxy statement/prospectus and the registration statement of which it is a part;

•  Canadian securities laws;

•  intellectual property rights;

•  compliance with laws; and

•  full disclosure.

      The merger agreement provides that these representations and warranties of Extensity, Geac and Geac’s merger subsidiary will not survive, or continue in effect, after the closing date of the merger.

Covenants

      Extensity has agreed that, until the closing of the merger or the termination of the merger agreement, it will:

•  conduct its business in the ordinary course of business and consistent with past practice;

•  not authorize, propose or implement a plan to dissolve, acquire securities, issue securities, dispose of securities, acquire or dispose of any material amount of assets, or change its capitalization;

•  not enter into or propose any partnership association, joint venture, joint development, technology transfer or other business alliance, except in certain situations;

•  not enter into, materially breach, or extend, amend or otherwise modify or waive any material terms of any of its contracts, except in the ordinary course of business consistent with past practice;

•  not fail to renew any insurance policy naming it as a beneficiary or a loss payee, or not take any steps or fail to take any steps that would permit such an insurance policy to be cancelled, terminated or materially altered, except in the ordinary course of business consistent with past practice;

•  not maintain its books and records in a manner other than in the ordinary course of business consistent with past practice;

•  not enter into any hedging, option, derivative or similar transaction, or any foreign position or contract of the exchange of currency;

•  not institute any change in its accounting methods, principles or practices or revalue any of its assets;

•  not make or change any tax election, change any accounting method for taxes, enter into any closing agreement with respect to taxes, settle any tax claim or assessment, or consent to any extension or waiver of a limitations period applicable to any tax claim or assessment except as required by law;

•  not purchase or acquire, or agree to purchase or acquire, any shares of its capital stock or its indebtedness, or declare, set aside or pay any dividend or otherwise make a distribution in respect of its capital stock or that of any of its subsidiaries;

•  not authorize for issuance, issue, sell, deliver, grant or issue any options, warrants, calls, subscriptions or other rights for, or otherwise agree or commit to issuing, selling or delivering any shares of any class of its capital stock or that of any of its subsidiaries or any securities convertible into or exchangeable or exercisable for shares of any class of its capital stock or that of any of its subsidiaries;

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•  not create or incur any indebtedness for borrowed money exceeding US$100,000 in the aggregate, assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual or entity, make any loans or advances to any other individual or entity exceeding US$100,000 in the aggregate or enter into any oral or written agreement, commitment or transaction or incur any liability involving, in any one case, in excess of US$100,000;

•  not suffer any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, exceed US$100,000;

•  not increase in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, any of its other employees, grant any severance or termination pay or contingent entitlement to any such pay to any individual or entity, enter into any oral or written employment, consulting, indemnification or severance agreement with any individual or entity, other than as required by law, adopt, become obligated under, or amend any employee benefit plan, program or arrangement or reprice any options to purchase its capital stock;

•  not sell, transfer, lease, license, pledge, mortgage, encumber, or otherwise dispose of, or agree to sell, transfer, lease, license, pledge, mortgage, encumber or otherwise dispose of, any material properties (including intangibles, real, personal or mixed), other than in connection with the licensing of software to customers in the ordinary course of business;

•  not amend its certificate of incorporation, bylaws or any other charter document, or effect or become a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

•  not make any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of it or any of its subsidiaries in such calendar month, resulted in such capital expenditures exceeding US$100,000 in the aggregate;

•  not pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collect, or accelerate the collection of, any amounts owed (including accounts receivable) other than its collection in the ordinary course of business;

•  not waive, release, assign, settle or compromise any material claim or litigation, or commence a legal action other than for the routine collection of bills;

•  not enter into any contract or agreement requiring or contemplating the payment or receipt, whether in cash or otherwise, of more than US$100,000 or its equivalent; and

•  not take any action that could make any of its representations or warranties contained in the merger agreement untrue or incorrect or prevent it from performing or cause it not to perform any of its covenants in the merger agreement.

No Solicitation of Competing Acquisition Proposals

      The merger agreement provides that, until the earlier of the effective time of the merger or the termination of the merger agreement, Extensity will not, nor will it authorize or permit any of its subsidiaries or their respective officers, directors, affiliates or employees (including any investment banker, attorney or other advisor or representative retained by it or any of its subsidiaries) to:

•  solicit, initiate, negotiate, encourage or induce the making, submission or announcement of any Extensity acquisition proposal, or take any action or omit to take any action, the taking or omission of which could reasonably be expected to lead to an Extensity acquisition proposal;

•  participate in any discussion or negotiations regarding any Extensity acquisition proposal or furnish any non-public information with respect to any Extensity acquisition proposal;

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•  approve, endorse or recommend any Extensity acquisition proposal; or

•  enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Extensity acquisition transaction, with specified exceptions (described below).

      However, in response to an unsolicited Extensity acquisition proposal that the Extensity board determines in good faith (after consultation with its outside counsel and its financial advisor) is an Extensity superior offer, Extensity may:

•  participate in discussions and negotiations regarding the Extensity acquisition proposal;

•  furnish information to the person making the Extensity acquisition proposal to Extensity if that person signs a customary confidentiality agreement not less restrictive on such person than the confidentiality agreement Geac signed with Extensity; and

•  approve an unsolicited Extensity superior offer.

      In the merger agreement, “Extensity acquisition proposal” is defined to mean any offer or proposal (other than an offer or proposal by Geac) relating to any Extensity acquisition transaction.

      In the merger agreement, “Extensity acquisition transaction” is defined to mean any transaction or series of transactions involving any:

•  purchase from Extensity of, or acquisition by any person or group of persons of, more than 15% of the total outstanding voting securities of Extensity;

•  any tender offer or exchange offer that, if closed, would result in any person or group of persons beneficially owning 15% or more of the total outstanding voting securities of Extensity;

•  any merger, consolidation, business combination or similar transaction involving Extensity;

•  any sale, lease, exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 15% of the assets of Extensity;

•  any liquidation or dissolution of Extensity; or

•  any of the above transactions or events relating to an Extensity subsidiary.

      In the merger agreement, “Extensity superior offer” is defined as any unsolicited, bona fide written offer, made by a third party, as to which financing is committed to complete any of the following transactions:

•  a merger or consolidation involving Extensity pursuant to which the stockholders of Extensity immediately preceding the transaction hold less than a majority of the equity interests in the surviving or resulting entity of such transaction; or

•  the acquisition by any person or group (including by way of a tender offer or an exchange offer or a two-step transaction involving a tender offer followed with reasonable promptness by a cash-out merger), directly or indirectly, of ownership of all of the then-outstanding shares of Extensity common stock on terms (including, without limitation, the conditions to the prospective acquirer’s obligation to close) that the board of directors of Extensity determines, in its reasonable good faith judgment (based on the advice of its financial advisor) to be materially more favorable to the Extensity stockholders than the merger.

      Extensity must advise Geac orally and in writing of any Extensity acquisition proposal, the terms and conditions of such Extensity acquisition proposal, and the identity of the person or group making the Extensity acquisition proposal. Extensity shall keep Geac informed as promptly as practicable in all material respects of the status and details (including amendments or proposed amendments) of any Extensity acquisition proposal. In addition, as promptly as is practical, Extensity must advise Geac, both

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orally and in writing, of any request for non-public information that Extensity reasonably believes could lead to an Extensity acquisition proposal or an Extensity acquisition transaction.

      Except in the circumstances described below, the Extensity board of directors may not withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Geac or to the prospects for completing the merger, the recommendation of the board that Extensity’s stockholders vote in favor of and adopt and approve the merger agreement and the merger.

      The Extensity board of directors may withhold, withdraw, amend or modify its recommendation in favor of the merger agreement and the merger if it receives an Extensity superior offer which is not withdrawn and if the board is advised by Extensity’s outside counsel that to do so is required for the board to comply with its fiduciary duty to Extensity’s stockholders under Delaware law. Extensity must first give 72 hours’ written notice to Geac, specifying the identity of the offeror and the terms and conditions of the Extensity superior offer. During this 72-hour period, Geac will have the opportunity to propose to modify the terms of the merger agreement. The Extensity board must also give Geac at least three business days’ prior notice of any meeting of Extensity’s board of directors at which the board is expected to consider any Extensity acquisition transaction.

      Even if the Extensity board of directors changes or withdraws its recommendation, the merger agreement requires Extensity to hold the special meeting of stockholders to seek approval of the merger. Also, withdrawal, amendment or modification of the Extensity board’s recommendation in a manner adverse to Geac or to the prospects for completion of the merger would constitute a triggering event that would entitle Geac to terminate the merger agreement and to receive a termination fee of US$1.5 million, plus expenses, as more fully described below under “The Merger Agreement — Fees and Expenses.”

Conditions to the Merger

      The obligations of Extensity, Cage Acquisition Inc. and Geac to complete the merger depend upon the satisfaction or waiver of a number of conditions, including the following:

•  the effectiveness of, and the absence of stop order proceedings with respect to, the registration statement that includes this proxy statement/ prospectus;

•  the adoption and approval of the merger agreement and the merger by Extensity’s stockholders holding a majority of Extensity’s outstanding common stock;

•  the approval for listing on the Toronto Stock Exchange of the Geac common shares issuable in connection with the merger and pursuant to the exercise of the Extensity options to be assumed by Geac in connection with the merger;

•  the expiration or termination of the waiting period, if any, under the Hart-Scott-Rodino Act;

•  the filing of the certificate of merger;

•  the issuance by governmental and regulatory authorities of all other authorizations, consents, orders and approvals necessary to complete the merger, unless the failure to obtain such authorizations, consents, orders and approvals would not reasonably be expected to have a material adverse effect on the business, financial condition or the results of operations of Geac or Extensity; and

•  the absence of writs, orders, temporary restraining orders, preliminary injunctions, permanent injunctions or other legal or regulatory restraints prohibiting the merger or seeking to enjoin, restrain or prohibit the merger.

      The obligation of Extensity to complete the merger also depends on the satisfaction or waiver of the following additional conditions:

•  the representations and warranties of Geac and its merger subsidiary in the merger agreement must be true and correct, except where the failure or failures to be true or correct, individually or in the aggregate, would not have a Geac material adverse effect, as defined in the agreement;

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•  Geac and its subsidiary must perform and comply in all material respects with all of their agreements and covenants under the merger agreement;

•  there must have been no Geac material adverse effect; and

•  Geac and its subsidiary must have furnished a certificate or certificates signed by one or more of their respective officers as to their respective compliance with the conditions listed immediately above and as to Geac’s compliance with Canadian securities laws.

      In the merger agreement, a “Geac material adverse effect” is defined as any change, event or effect that is or is reasonably likely to become materially adverse to the affairs, business, operations, assets, financial condition or results of operations of Geac and its subsidiaries taken as a whole. However, none of the following will constitute a “Geac material adverse effect” and none of the following will be taken into account in determining whether a Geac material adverse effect has occurred or is reasonably likely to occur:

•  the consequences of the announcement or pendency of the merger;

•  any adverse change, effect, event, occurrence, state of facts or development attributable to conditions affecting Geac’s industry or the U.S. or Canadian economy as a whole;

•  any adverse change in the trading price of Geac common shares, as quoted on the Toronto Stock Exchange;

•  any adverse change, effect event, occurrence, state of facts or development arising from or relating to acts of terrorism or war;

•  any adverse change, effect, event, occurrence, state of facts or development arising from or relating to any change in law;

•  the entry of a competitor in Geac’s industry;

•  any effect relating to compliance with the terms of, or taking action required by, the merger agreement or the taking of any action consented to by Extensity;

•  the consequences of any purchase by Geac of Geac common shares or any indebtedness of Geac;

•  the consequences of any payment of dividends or other distributions to Geac shareholders;

•  the consequences of Geac entering into specified types of transactions involving its creation of debt, extension of loans, or incurrence of capital expenditures or liabilities;

•  the consequences of Geac assuming or guaranteeing any obligations of other individuals or entities;

•  the consequences of any sale, transfer, lease, license, pledge, mortgage, encumbrance or disposition of any material properties of Geac other than software licenses in the ordinary course of business;

•  the consequences of Geac proposing or implementing a plan to liquidate, dissolve, acquire securities, issue securities, dispose of securities, acquire or dispose of any material amounts of assets, or change Geac’s capitalization; or

•  the consequences of Geac entering into or proposing to enter into any partnership, association, joint venture, joint development, technology transfer or other business alliance.

      The obligations of Geac and its merger subsidiary to complete the merger also depends on the satisfaction or waiver of the following additional conditions:

•  the representations and warranties of Extensity in the merger agreement must be true and correct, except where the failure or failures to be true or correct, individually or in the aggregate, would not have an Extensity material adverse effect, as defined in the agreement;

•  Extensity must perform and comply in all material respects with all of its agreements and covenants under the merger agreement;

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•  there must have been no Extensity material adverse effect;

•  Extensity must have furnished a certificate or certificates signed by one or more of its officers as to its compliance with the conditions listed immediately above and as to its customer and revenue pipeline as defined in the merger agreement;

•  the holders of no more than seven percent of the outstanding shares of Extensity common stock shall have exercised their appraisal rights under Delaware law; and

•  None of Elizabeth Ireland, Mark Oney, Don Smith or David Yarnold shall have expressed an intention to discontinue their employment with Geac (other than due to physical disability or medical condition) or demanded that one or more terms of their respective employment letters be modified.

      In the merger agreement, an “Extensity material adverse effect” is defined as any change, event or effect that is or is reasonably likely to become materially adverse to the affairs, business, operations, assets, financial condition or results of operations of Extensity and its subsidiaries taken as a whole, including an aggregate increase greater than US$500,000 in the consolidated liabilities of Extensity or an aggregate decrease greater than US$500,000 in the book value of the consolidated assets of Extensity. However, none of the following will constitute an “Extensity material adverse effect” and none of the following will be taken into account in determining whether an Extensity material adverse effect has occurred or is reasonably likely to occur:

•  the consequences of the announcement or pendency of the merger;

•  any adverse change, effect, event, occurrence, state of facts or development attributable to conditions affecting Extensity’s industry or the U.S. economy as a whole;

•  any adverse change in the trading price of Extensity’s common stock, as quoted on the Nasdaq National Market;

•  any adverse change, effect event, occurrence, state of facts or development arising from or relating to acts of terrorism or war;

•  any adverse change, effect, event, occurrence, state of facts or development arising from or relating to any change in law;

•  the entry of a competitor in Extensity’s industry;

•  any effect relating to compliance with the terms of, or taking action required by, the merger agreement or the taking of any action consented to by Geac;

•  the effect of depreciation of depreciable assets in accordance with generally accepted accounting principles; or

•  any changes (by themselves) in any of the elements used to calculate Extensity WC.

Termination

      The merger agreement may be terminated, and the merger may be abandoned, at any time before Extensity and Geac complete the merger, under the following circumstances:

•  by mutual written consent of Geac and Extensity;

•  by either party if there is an order, decree, injunction, ruling or other action by a court or government entity in effect permanently prohibiting the consummation of the merger;

•  by either party if Extensity’s stockholders do not adopt and approve the merger agreement and the merger after a final vote at the special meeting, or if the special meeting is completed without adjournment or postponement and without a final vote having been taken on the merger (provided that Extensity may not terminate for these reasons if the failure to obtain stockholder approval is

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	caused by Extensity action or failure to act and such action or failure constitutes a breach by Extensity of the merger agreement);
•	by Geac if any of the following triggering events occurs: (i) the board of directors of Extensity or any committee of its board withdraws, amends or modifies in any manner adverse to Geac or to the prospects for completing the merger, the board’s recommendation in favor of the adoption and approval of the merger agreement and the merger; (ii) Extensity fails to include in the proxy statement/prospectus for the special meeting the recommendation of its board of directors in favor of the adoption and approval of the merger agreement and the merger; (iii) the Extensity board fails to reaffirm its recommendation in favor of the adoption and approval of the merger agreement and the merger within five days after Geac requests in writing that that recommendation be reaffirmed; (iv) the Extensity board or a committee of that board approves or recommends any Extensity acquisition proposal; or (v) a tender or exchange offer relating to any securities of Extensity is commenced by a third party, and Extensity does not notify its security holders within 10 business days that Extensity’s board of directors unanimously recommends rejection of the tender or exchange offer;
•	by either party if the other party (including, in Geac’s case, its merger subsidiary) has breached any representation, warranty, covenant or agreement in the merger agreement or has breached a representation or warranty in the merger agreement which individually or in the aggregate, together with all other such breaches, has had or is reasonably likely to have a material adverse effect, as defined in the agreement, on the breaching party, unless such breach has been cured within ten business days after written notice by the non- breaching party. The merger agreement may not be terminated due to another party’s breach if the terminating party is itself in material breach of the merger agreement; and
•	by either party if the merger is not completed by March 15, 2003, provided that either party may be required to pay the other party a termination fee plus expenses if the termination occurs under specified circumstances (see “The Merger Agreement — Fees and Expenses”).

Fees and Expenses

      Generally, all fees and expenses incurred by either party will be paid by the party incurring the expenses, whether the merger is consummated or not, except that Geac and Extensity will share equally all fees and expenses (other than attorneys’ and accountants’ fees) incurred in connection with the printing, filing and mailing of the registration statement which includes this proxy statement/prospectus, and any filing fees or other fees payable to any governmental entities.

      Geac and Extensity have agreed that Extensity will pay Geac a US$1.5 million termination fee plus the reasonable out-of-pocket expenses of Geac and Geac’s subsidiary incurred in connection with this transaction if:

•  either party terminates the merger agreement because either of the following occurs: (i) Extensity’s stockholders do not approve the merger agreement and the merger after a final vote at the special meeting, or (ii) the special meeting is completed without adjournment or postponement and without a final vote having been taken on the merger;

•  Geac terminates the merger agreement because any of the following triggering events occurs: (i) the board of directors of Extensity or any committee of its board amends, withdraws or modifies, in any manner adverse to Geac or to the prospects for completing the merger, the board’s recommendation in favor of the adoption and approval of the merger agreement and the merger; or (ii) Extensity fails to include in the proxy statement/ prospectus for the special meeting the recommendation of its board of directors in favor of the adoption and approval of the merger agreement and the merger; or (iii) the Extensity board fails to reaffirm its recommendation in favor of the adoption and approval of the merger agreement and the merger within five days after Geac requests in writing that that recommendation be reaffirmed; or (iv) the Extensity board or a

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	committee of that board approves or recommends any Extensity acquisition proposal; or (v) a tender or exchange offer relating to any securities of Extensity is commenced by a third party, and Extensity does not notify its security holders within 10 business days that Extensity’s board of directors unanimously recommends rejection of the tender or exchange offer;
•	Geac terminates the merger agreement because Extensity is in breach of a representation, warranty or covenant in the merger agreement; or
•	Extensity terminates the merger agreement because the merger has not been completed by March 15, 2003 and either of the following has occurred: (i) Geac would have been entitled as of such date to terminate the merger agreement due to a breach by Extensity of its representations, warranties or covenants in the agreement had it given proper notice to Extensity; or (ii) Extensity was unwilling as of such date to close the merger even though the conditions to its obligation to close the merger have been satisfied or waived.

      Geac and Extensity have agreed that Geac will pay Extensity a US$1.5 million termination fee plus the reasonable out-of-pocket expenses of Extensity incurred in connection with this transaction if:

•  Extensity terminates the merger agreement because Geac is in breach of a representation, warranty or covenant in the merger agreement; or

•  Geac terminates the merger agreement because the merger has not been completed by March 15, 2003 and either of the following has occurred: (i) Extensity would have been entitled as of such date to terminate the merger agreement due to a breach by Geac of its representations, warranties or covenants in the agreement had it given proper notice to Geac or; (ii) Geac was unwilling as of such date to close the merger even though the conditions to its obligation to close the merger have been satisfied or waived.

Amendment

      The parties may amend the merger agreement in writing at any time prior to the effective time of the merger, provided that Extensity’s stockholders must approve any amendment that occurs after their adoption and approval of the merger agreement and the merger that has any of the effects set forth in Section 251(d) of the Delaware General Corporation Law.

Waivers

      Either party may waive any failure of the other party to comply with any provision of the merger agreement. Any waiver must be in writing and must be signed by the party giving the waiver.

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AGREEMENTS RELATED TO THE MERGER

Voting Agreements

      The following summary of the voting and proxy agreements is qualified by reference to the complete text of the voting and proxy agreements, the form of which is attached as Annex C to this proxy statement/ prospectus. You are encouraged to read the form of voting and proxy agreement in its entirety.

      On August 26, 2002, as an inducement to Geac to enter into the merger agreement, several directors and officers of Extensity and entities affiliated with these directors and officers entered into voting and proxy agreements with Geac and Cage Acquisition Inc. under which they agreed, among other things, to vote or cause the vote of all of the shares of Extensity common stock owned by them, as set forth in each voting and proxy agreement, as well as any shares of Extensity common stock acquired by them (i) in favor of the adoption and approval of the merger agreement and the merger, and (ii) against any other extraordinary transaction such as another merger or a consolidation, business combination, reorganization, recapitalization, liquidation, sale or transfer of all or substantially all of the assets or more than 50% of the voting securities of Extensity or any subsidiary of Extensity. Each person also agreed generally not to grant any proxies or transfer his or her shares of Extensity common stock during the term of the voting and proxy agreement, except that he or she may assign or transfer shares to an affiliate or for estate planning or charitable purposes, provided that the transferee of the shares agrees to be bound by the voting and proxy agreement. The Extensity stockholders who entered into the voting and proxy agreements did not receive any additional consideration for entering into these voting and proxy agreements.

      The following stockholders of Extensity entered into voting and proxy agreements: The Spinner Family Trust UA 8/03/99, of which Robert Spinner, the President and Chief Executive Officer and a Director of Extensity, is a trustee; The Sasson Family Trust U/D/T 12/28/94, of which Sharam Sasson, the Chairman of the Board of Directors of Extensity, is a trustee; The Donald E. Smith & Jeanine M. Smith Living Trust UA 1/24/97, of which Donald Smith, Vice President of Hosted Operations and Customer Advocacy of Extensity, is a trustee; John Hummer, a director of Extensity; Hummer Winblad Venture Partners II L.P.; Hummer Winblad Venture Partners III L.P.; Kleiner Perkins Caufield and Byers VIII, L.P.; Elizabeth Ireland, Vice President of Marketing of Extensity; KPCB Java Fund, L.P.; and David Yarnold, Vice President of Worldwide Sales of Extensity. As of the record date for the special meeting, 6,305,695 shares of Extensity common stock were subject to the voting and proxy agreements, representing approximately 25.0% of the outstanding shares of Extensity common stock entitled to vote at the Extensity special meeting.

      As part of the voting and proxy agreements, each person listed above also granted an irrevocable proxy to Geac to vote the shares of Extensity common stock owned or acquired by them in favor of the merger agreement and the merger, as more fully described in the agreements. The voting and proxy agreements expire on the earlier of the effective time of the merger or the termination of the merger agreement in accordance with its terms.

Lock-up Agreements

      The following summary of the lock-up agreements is qualified by reference to the complete text of the lock-up agreements, the form of which is attached as Appendix D to this proxy statement/ prospectus. You are encouraged to read the form of lock-up agreement in its entirety.

      On August 26, 2002, as an inducement to Geac to enter into the merger agreement, several directors and officers of Extensity and entities affiliated with these directors and officers entered into lock-up agreements with Geac under which they agreed, among other things, that they will not sell, transfer or otherwise dispose of any common shares of Geac received by them in the merger or any other security

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issued by Geac in exchange for any of such shares or in respect to any of such shares unless one or more of the following conditions are met:

•  the sale, transfer or other disposition has been registered under the Securities Act;

•  the sale, transfer or other disposition is made in conformity with the volume, holding period and other applicable limitations of Rule 145 under the Securities Act;

•  the sale, transfer or other disposition is otherwise exempt from registration under the Securities Act; or

•  an authorized representative of the SEC takes a position, in writing, that the SEC would take no action or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition.

      In addition to the above conditions, the lock-up agreements prohibits those stockholders from selling, transferring or otherwise disposing their Geac common shares except according to the following schedule:

•  16.7% of such shares may be sold on or after the day after the three month anniversary of the effective time of the merger; and

•  an additional 16.7% of such shares may be sold on or after the day after each subsequent monthly anniversary of the effective time of the merger.

      Each of the following stockholders of Extensity entered into lock-up agreements: Christopher Brennan; Heather Hahn; Ken Hahn; The Donald E. Smith & Jeanine M. Smith Living Trust UA 1/24/97; John Hummer; Hummer Winblad Venture Partners II L.P.; Hummer Winblad Venture Partners III L.P.; Elizabeth Ireland; Kleiner Perkins Caufield & Byers VIII, L.P.; KPCB VIII Founders Fund, L.P.; KPCB Information Sciences Zaibatsu Fund II, L.P.; KPCB Java Fund, L.P.; Gail Anne Oney; Mark Oney; David A. Reed; The Sasson Family Trust U/ D/ T 12/28/94; Theodore E. Schlein; Donald E. Smith; The Spinner Family Trust UA 8/03/99; and David Yarnold. Robert Spinner, the President and Chief Executive Officer and a director of Extensity, is a trustee of The Spinner Family Trust UA 8/03/99; Sharam Sasson, the Chairman of the Board of Directors of Extensity, is a trustee of The Sasson Family Trust U/ D/ T 12/28/94; Messrs. Brennan, Hummer, Reed and Schlein are directors of Extensity; Mr. Hummer is affiliated with Hummer Winblad Venture Partners, which in turn is affiliated with Hummer Winblad Venture Partners II L.P. and Hummer Winblad Venture Partners III L.P.; Mr. Schlein is affiliated with Kleiner Perkins Caufield and Byers, which in turn is affiliated with Kleiner Perkins Caufield & Byers VIII, L.P.; KPCB VIII Founders Fund, L.P.; KPCB Information Sciences Zaibatsu Fund II, L.P.; KPCB Java Fund, L.P.; Ken Hahn is the former Chief Financial Officer of Extensity; Elizabeth Ireland is the Vice President of Marketing of Extensity; Donald Smith, Vice President of Hosted Operations and Customer Advocacy of Extensity, is also the trustee of The Donald E. Smith & Jeanine M. Smith Living Trust UA 1/24/97; and David Yarnold is the Vice President of Worldwide Sales of Extensity.

      As of the record date for the special meeting, 6,597,164 shares of Extensity common stock were subject to the lock-up agreements, representing approximately 26.2% of the outstanding shares of Extensity common stock entitled to vote at the Extensity special meeting. The Extensity stockholders that entered into the lock-up agreements did not receive any additional consideration for entering into the lock-up agreements.

Employment Agreements

      Four executive officers of Extensity have signed employment agreements with Extensity dated August 26, 2002, each of which will become effective upon the closing of the merger. These new agreements, which take effect upon the close of the merger, are intended to supersede and replace any rights of the four executives under Extensity’s Executive Change in Control Severance Plan or any other agreement between these individuals and Extensity. Each of these individuals also signed a confidentiality

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and non-solicitation agreement with Extensity, and released Extensity from specified claims that the individual may have against Extensity. The following is a summary of these agreements:

      Elizabeth Ireland. Elizabeth Ireland, Extensity’s Vice President of Marketing, signed an employment agreement with Extensity whereby she will serve as Extensity’s Senior Vice President of Marketing and Business Development after the merger. The employment of Ms. Ireland by Extensity will be at will. Under the agreement, Extensity will pay Ms. Ireland an annual salary of US$180,000, as well as a cash bonus of US$60,000 if the Extensity business achieves financial performance targets to be specified by Extensity or up to US$120,000 if these performance targets are exceeded. Ms. Ireland is also entitled to receive the benefits that Geac generally provides from time to time to its senior executives.

      Pursuant to the agreement, Geac will grant Ms. Ireland options to purchase 80,000 Geac common shares after the closing of the merger. These options will have an exercise price equal to the trading price of Geac common shares on the date of grant and will vest over a three year period. This amount may be reduced if, before the merger, Ms. Ireland exercises options to purchase shares of Extensity common stock having an exercise price of greater than US$1.50 per share.

      The agreement provides that if Ms. Ireland voluntarily terminates her employment or if Extensity terminates her employment for cause, she will not be entitled to any severance payment. If Extensity terminates Ms. Ireland’s employment without cause, or if Ms. Ireland voluntarily terminates her employment within 90 days after certain changes affecting her employment as specified in the agreement, she will receive severance that will include payment of her salary and benefits for six months following the termination. In addition, if such termination without cause or voluntary termination occurs within 13 months after the merger, the vesting of the 80,000 stock options to be granted to Ms. Ireland as described above will be accelerated by 12 months.

      Mark Oney. Mark Oney, Extensity’s Vice President of Engineering, signed an employment agreement with Extensity whereby he will serve as Extensity’s Senior Vice President of Engineering after the merger. The employment of Mr. Oney by Extensity will be at will. Under the agreement, Extensity will pay Mr. Oney an annual salary of US$190,000, as well as a cash bonus of US$60,000 if the Extensity business achieves financial performance targets to be specified by Extensity or up to US$120,000 if these performance targets are exceeded. Mr. Oney is also entitled to receive the benefits that Geac generally provides from time to time to its senior executives. In addition, under certain specified conditions, Extensity will pay Mr. Oney a bonus equal in amount to the then-outstanding indebtedness of Mr. Oney under an August 20, 1999 promissory note payable to Extensity.

      Pursuant to the agreement, Geac will grant Mr. Oney options to purchase 100,000 Geac common shares after the closing of the merger. These options will have an exercise price equal to the trading price of Geac common shares on the date of grant and will vest over a three year period. This amount may be reduced if, before the merger, Mr. Oney exercises options to purchase shares of Extensity common stock having an exercise price of greater than US$1.50 per share.

      The agreement provides that if Mr. Oney voluntarily terminates his employment or if Extensity terminates his employment for cause, he will not be entitled to any severance payment. If Extensity terminates Mr. Oney’s employment without cause, or if Mr. Oney voluntarily terminates his employment within 90 days after certain changes affecting his employment as specified in the agreement, he will receive severance that will include payment of his salary and benefits for six months following the termination. In addition, if such termination without cause or voluntary termination occurs within 13 months after the merger, the vesting of the 100,000 stock options to be granted to Mr. Oney as described above will be accelerated by 12 months.

      Don Smith. Don Smith, Extensity’s Vice President of Hosted Operations and Customer Advocacy, signed an employment agreement with Extensity whereby he will serve as Extensity’s Senior Vice President of Professional Services, Customer Advocacy and Hosted Operations after the merger. The employment of Mr. Smith by Extensity will be at will. Under the agreement, Extensity will pay Mr. Smith an annual salary of US$190,000, as well as a cash bonus of US$60,000 if the Extensity business achieves

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certain financial performance targets, or up to US$120,000 if these performance targets are exceeded. Mr. Smith is also entitled to receive the benefits that Geac generally provides from time to time to its senior executives. In addition, under certain specified conditions, Extensity will pay Mr. Smith a bonus equal in amount to the then-outstanding indebtedness of Mr. Smith under a January 17, 2000 promissory note payable to Extensity.

      Pursuant to the agreement, Geac will grant Mr. Smith options to purchase 80,000 Geac common shares after the closing of the merger. These options will have an exercise price equal to the trading price of Geac common shares on the date of grant and will vest over a three year period. This amount may be reduced if, before the merger, Mr. Smith exercises options to purchase shares of Extensity common stock having an exercise price of greater than US$1.50 per share.

      The agreement provides that if Mr. Smith voluntarily terminates his employment or if Extensity terminates his employment for cause, he will not be entitled to any severance payment. If Extensity terminates Mr. Smith’s employment without cause, or if Mr. Smith voluntarily terminates his employment within 90 days after certain changes affecting his employment as specified in the agreement, he will receive severance that will include payment of his salary and benefits for six months following the termination. In addition, if such termination without cause or voluntary termination occurs within 13 months after the merger, the vesting of the 80,000 stock options to be granted to Mr. Smith as described above will be accelerated by 12 months.

      David Yarnold. David Yarnold, Extensity’s Vice President of Worldwide Sales, signed an employment agreement with Extensity whereby he will serve as Extensity’s Senior Vice President of North American Sales following the closing of the merger. The employment of Mr. Yarnold by Extensity will be at will. Under the agreement, Extensity will pay Mr. Yarnold an annual salary of US$200,000, as well as a cash bonus of US$140,000 if the Extensity business achieves certain financial performance targets, or up to US$280,000 if these performance targets are exceeded. Mr. Yarnold is also entitled to receive the benefits that Geac generally provides from time to time to its senior executives. In addition, under certain specified conditions, Extensity will pay Mr. Yarnold a bonus equal in amount to the then-outstanding indebtedness of Mr. Yarnold under an August 20, 1999 promissory note payable to Extensity.

      Pursuant to the agreement, Geac will grant Mr. Yarnold options to purchase 100,000 Geac common shares after the closing of the merger. These options will have an exercise price equal to the trading price of Geac common shares on the date of grant and will vest over a three year period. This amount may be reduced if, before the merger, Mr. Yarnold exercises options to purchase shares of Extensity common stock having an exercise price of greater than US$1.50 per share.

      The agreement provides that if Mr. Yarnold voluntarily terminates his employment or if Extensity terminates his employment for cause, he will not be entitled to any severance payment. If Extensity terminates Mr. Yarnold’s employment without cause, or if Mr. Yarnold voluntarily terminates his employment within 90 days after certain changes affecting his employment as specified in the agreement, he will receive severance that will include payment of his salary and benefits for six months following the termination. In addition, if such termination without cause or voluntary termination occurs within 13 months after the merger, the vesting of the 100,000 stock options to be granted to Mr. Yarnold as described above will be accelerated by 12 months.

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GEAC BUSINESS

Overview

      Geac is a global provider of business-critical software applications and systems. Geac is organized around two business groups: the Enterprise Application Systems, or EAS group, and the Industry Specific Applications, or ISA group. The Enterprise Application Systems group serves global and medium-sized enterprises by providing software systems that form the backbone of their information technology infrastructures. The Enterprise Application Systems group offers enterprise resource planning, or ERP, systems that consist of integrated business applications for accounting, financial administration and human resources functions, as well as systems for manufacturing, distribution and supply chain management. The Industry Specific Applications group provides industry-specific business applications that are used by customers in the restaurant, construction, property management, library and real estate industries, and by government and public safety agencies, to manage their businesses and operations. In fiscal 2002, Geac generated revenue of CDN$719.5 million. The Enterprise Application Systems group contributed CDN$534.4 million in revenue in fiscal 2002, or 74.3% of Geac’s total revenue, while the Industry Specific Applications group contributed CDN$185.1 million, or 25.7% of Geac’s total revenue in the fiscal year.

Industry Overview

      Enterprise resource planning systems, such as those provided by Geac’s Enterprise Application Systems group, form the core of a company’s mission-critical information systems. The need to collect and disseminate to management and employees accurate and timely information has driven, and continues to drive, the growth of enterprise resource planning systems. These systems integrate data and reporting across various organizational functions, including financial reporting, human resources and payroll, manufacturing, procurement, sales and logistics. Integrated enterprise applications systems provide the backbone of an organization’s information technology infrastructure, with which all value-added applications, such as e-commerce, must be integrated. Companies use these systems to improve budgeting, accounting and financial reporting, facilitate efficient management of personnel information, enhance coordination between departments, reduce inventory and shorten product development, manufacturing and delivery cycles.

      Initially, organizations relied on separate software products that were designed to manage data stored on a mainframe computer, with each software application typically providing a different function and serving a different population of end users. In the 1980s, the opportunity emerged to integrate multiple back-office applications into a single solution to address business needs that could not readily be addressed by these stand-alone applications. These business requirements included the need to:

•  Integrate financial data across the enterprise;

•  Coordinate manufacturing and distribution systems to facilitate production and logistics planning;

•  Standardize human resource systems to enhance control over labor, facilitate the movement of people throughout organizations and enhance workforce management practices, such as time reporting; and

•  Promote uniform practices within, and the flow of commonly accessible financial and operating information across, functional areas.

      New technology such as client/ server computing facilitated rapid growth of integrated enterprise resource planning systems in the 1990s. The scalability, supportability and performance improvements made possible by client/ server and other open systems technologies, based on operating systems such as Unix and Microsoft NT and data management systems such as Microsoft SQL Server, encouraged many organizations to implement enterprise business applications for the first time. Aggressive investment by Fortune 1000 companies in information technology to help them streamline and integrate disparate business processes was followed by demand from small to medium-sized businesses for enterprise-wide software applications.

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      As available technology and the needs of the marketplace have continued to evolve, all but the smallest companies must now be able to conduct business online. As a result, enterprise resource planning system vendors have recently begun to extend the capabilities of their products beyond the enterprise to include their customers’ suppliers, customers and other business partners. The advent of this extended enterprise has made it more economically viable for organizations at both ends of the value chain to conduct business electronically than was previously the case, when only very large corporations could afford to build electronic-data-interchange networks for their purchasing, logistics and sales activities. Today, software that is Web-enabled allows businesses to communicate with business partners without having to build dedicated wide-area networks. Early examples of such e-business applications have included software solutions for procurement, supply-chain management and customer relationship management. By integrating such applications with core enterprise applications functionality, enterprise resource planning system vendors can both leverage their existing customer bases for new sales opportunities as well as offer comprehensive e-business solutions to new prospects.

      Over the past several years, growth of the enterprise resource planning system market has slowed as a result of several factors. The enterprise resource planning system market is approaching saturation, as many of the large enterprises that were early adopters of these systems, typically manufacturing and service companies in North America with annual sales of more than US$1.0 billion, have already implemented such systems. Since 2000, growth of investments in enterprise applications, which in the late 1990s was stimulated by Year 2000 remediation projects, has been slowed by a worldwide economic slowdown and a consequent reduction in information technology spending in general. Most companies have been significantly reducing their information technology budgets and many are reluctant to replace existing enterprise resource planning applications with new systems, perceiving the adoption of the latest enterprise application and e-commerce technology as an expensive and potentially disruptive process that may not yield expected returns on investment. Enterprise resource planning system vendors have thus been forced to compete for ever smaller portions of their customers’ shrinking information technology budgets.

      The slowing growth of the enterprise resource applications systems market has adversely affected demand for, and Geac’s revenues from, new licenses of Geac’s enterprise applications systems. However, in this environment of reduced information technology budgets and risk-averse customers, Geac believes it is well positioned to maintain its existing installed customer base and to offer enhanced products and services to its customers. Geac also believes that it has the industry and domain expertise and global presence necessary to support Geac’s customers worldwide, and that many of Geac’s new product initiatives, which are intended to extend the functionality of Geac’s installed software, will enable Geac’s customers to maximize the value of their existing investments in information technology and avoid the expense and disruption of replacing those systems.

Competitive Strengths

      Geac believe that its success in the markets that it serves is attributable to the following key competitive strengths.

•  Large Installed Customer Base. Geac believes that it has one of the largest installed customer bases in the enterprise software industry. At October 31, 2002, Geac had approximately 18,000 customers in over 90 countries worldwide. No single customer accounted for more than 2% of Geac’s total revenues for fiscal 2002. Annual maintenance contracts and professional services purchased by this large, diverse installed base provide Geac with a relatively predictable and recurring revenue stream. Geac believes that its large customer base also makes it an attractive partner for other software application providers whose products Geac can offer to its existing customers in order to extend the functionality of Geac’s product solutions and to gain additional sources of revenue.

•  Significant Global Presence. Geac is a multi-national company with 55 offices and more than 2,500 employees in 22 countries as of October 31, 2002. Geac’s customers increasingly seek enterprise software vendors that are able to meet their worldwide systems needs. Geac’s global

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	network of sales and support operations enables Geac to service Geac’s customers worldwide, and to support them as they expand internationally. Geac also believes that its global presence diversifies its geographic market risk and thereby helps it to withstand difficult market conditions in any particular region of the world.
•	Industry and Domain Expertise. The E Series and M Series systems that form the core of Geac’s Enterprise Application Systems product offerings and that are Geac’s most mature enterprise resource planning system products were introduced in 1972 and 1983, respectively. Geac’s years of experience providing business-critical applications to customers in a variety of industries have equipped Geac with valuable domain expertise in the hardware, operating systems, applications and database technologies used by its customers, their critical business processes and the special requirements of their industries. This expertise better enables Geac to enhance, implement and support its existing products to meet the needs of its customers.
•	Strong Customer Relationships through Extending Product Functionality. Geac believes that its ability to retain customers depends, in large part, upon its ability to respond to their evolving needs and to provide incremental enhancements to the functionality and performance of its software products. Geac seeks to extend product functionality through a combination of internal development and acquisitions, by integrating its products with additional software applications provided by other vendors, and by offering responsive, high quality service and support. These efforts have enabled Geac to extend the life cycle of its existing software products and, Geac believes, have helped it to maintain market share and retain existing customers.

Geac’s Strategy

      Geac’s objective is to enhance its competitive position as a global provider of business critical software applications and systems through the following growth strategies:

•  Continue to Improve Margins through Operating Initiatives. Geac intends to continue to actively focus on operating initiatives to improve profitability across its product groups. For example, Geac is continuing to streamline its operations by consolidating its back office accounting operations and eliminating surplus facilities. Geac is also reorganizing its key functional areas, such as product development and sales and marketing, by product line rather than regionally. Geac believes this will reduce redundant development efforts and enable it to more effectively manage its resources. In addition, Geac is continuing to evaluate the profitability of each of its product lines and service offerings, with a view to increasing its focus on those product offerings and markets that offer the highest margins.

•  Extend Reach of Enterprise Applications Suite. Geac intends to extend the reach of its suite of integrated applications, particularly in the area of financial management applications designed to help enterprise customers improve their business performance. Geac will seek to acquire, through internal development, strategic relationships and acquisitions, new financial management applications that can be added to its enterprise applications suite to help customers more effectively manage and predict their revenues, control their expenses, plan and analyze their business performance and manage resource portfolios such as assets, personnel or projects. At the same time, Geac is accelerating its efforts to develop a common application framework, based on a Java 2 Enterprise Edition service-oriented architecture, that will enable these new applications to be more readily integrated with Geac’s E Series, M Series, System21, SmartStream and Anael enterprise application systems.

•  Broaden Relationships with Existing Customer Base. Geac believes that as it extends the reach of its enterprise applications suite there exists an opportunity to expand its relationships with existing customers. Geac plans to offer new features, functionality and services that enable its customers to enhance the value of their existing information technology investments while improving their business processes. Many of Geac’s new products were developed in response to evolving customer requirements. This not only increases the likelihood of market acceptance, but also provides Geac

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	with new, more advanced products which it can then market to customers with similar software requirements. Geac is also increasing the account management resources that it commits to its highest value accounts in order to increase customer satisfaction and maximize potential sales to these customers.
•	Partner with Best-of-Breed Software Vendors. Geac intends to continue to pursue strategic relationships and alliances with best-of-breed application developers. Geac believes this will enable it to deliver new applications that provide increased functionality to its customers’ information processes and to broaden its revenue stream. By entering into strategic relationships, Geac expects to reduce the amount of its investment in product development that is necessary to offer new functionality to customers, and accelerate the time to market for such new functionality. For example, Geac entered into an alliance with Cognos Corporation, a global provider of business intelligence solutions. Under the alliance, Geac resells the Cognos Finance® solution to Geac’s enterprise customers to assist them in planning and analyzing their business performance, offering these customers a simplified integration framework for the management of their budgeting and accounting consolidation processes.
•	Pursue Strategic Acquisitions. Geac intends to pursue other acquisitions of companies, product lines and assets that Geac believes are complementary to its existing businesses and that will help extend the reach of its applications suite. Geac intends to target companies that provide strong customer aggregation prospects and that, like Extensity, extend the functionality of Geac’s existing Enterprise Application Systems products. Geac will seek acquisition opportunities that it believes would add specific financial management functionality of the kind that is increasingly being requested by its customers, strengthen its domain expertise, enhance its distribution capabilities and extend its global support infrastructure.

Acquisitions and Divestitures

      Geac was founded in 1971. Since the mid-1980s, Geac has been broadening its product portfolio, expanding its customer base and growing its business by acquiring and integrating software companies. By the mid-1990s, Geac had developed a portfolio of software products consisting primarily of discrete, industry-specific applications for vertical niche markets, including the banking, construction and hospitality industries. Geac was also a reseller of computer hardware and provided many of its customers with turnkey solutions, incorporating hardware, operating systems, applications software and related services.

      The acquisition of Atlanta, Georgia-based Dun & Bradstreet Software Services, Inc. and its worldwide affiliates, for CDN$256.5 million in November 1996 represented a turning point in the development of Geac’s business. Dun & Bradstreet Software Services, itself the product of the 1990 merger of McCormack & Dodge Corporation and Management Science of America, Inc., was a supplier of enterprise resource planning software to large and medium sized businesses throughout the world. Its products included its Expert and Millennium suites of enterprise applications for mainframe computers and its SmartStream suite of client-server enterprise applications for mid-range and PC-based networks of computers. With the acquisition of Dun & Bradstreet Software Services, Geac tripled its revenues and transformed itself into a global supplier of enterprise software applications. Geac’s Dun & Bradstreet Software Services acquisition was the foundation for the development of the Enterprise Application Systems group and the products and services it acquired from Dun & Bradstreet Software Services form the core of Geac’s present Enterprise Application Systems group’s product offerings.

      Since the Dun & Bradstreet Software Services acquisition, Geac has acquired 28 businesses and grown its revenue from CDN$201.5 million in fiscal 1996 to CDN$719.5 million in fiscal 2002, for a compound annual growth rate of 23.6%. The largest of these acquisitions was Geac’s acquisition of JBA Holdings plc, or JBA, for September 1999 for CDN$261.9 million, consisting of CDN$228.2 million of cash and CDN$33.7 million of restructuring provisions. JBA was a supplier of enterprise resource planning software headquartered in the United Kingdom. Its products included the System21 enterprise application suite for the IBM AS/400 server (now known as the IBM e-server iSeries), which was marketed globally

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to mid-size companies, and country-specific enterprise applications systems that JBA marketed primarily in France and Germany. This acquisition significantly expanded the breadth of Geac’s enterprise application offerings and increased Geac’s installed customer base and geographical presence, particularly in the United Kingdom and Europe.

      Geac has also expanded its Enterprise Application Systems business through smaller, tactical acquisitions that provided opportunities to aggregate customers or add complementary products and technologies. For example, in March 2000, Geac acquired Run Time A/ S, a Danish supplier of visual product configuration software for the apparel, footwear, textile and furniture industries for CDN$24.6 million. Geac initially integrated Run Time’s innovative technology with Geac’s System21 product, which was already widely deployed in those industries. Geac now markets the Run Time product on a stand-alone basis both to users of Geac’s enterprise resource planning systems and to others.

      Geac has also built the Industry Specific Applications group largely through acquisitions. For example, Geac assembled the core of its restaurant applications business by purchasing assets of Fasfax Corporation in fiscal 1995, acquiring Control Transaction Corporation in fiscal 1996 and assets of Tranti Systems, Inc. in fiscal 1997, and purchasing Remanco International, Inc., in fiscal 1999, for an aggregate purchase cost of CDN$6.7 million. Through these acquisitions, Geac developed a set of integrated solutions, including software applications and proprietary hardware (such as touch screen point-of-sale terminals), for automating both fast-food and table-service operations. In April 1999 Geac acquired a state-of-the-art client-server restaurant back office system, along with a talented development team, through the purchase of the assets of Phoenix Systems Limited for CDN$1.9 million. By integrating all of these elements, Geac is now able to offer operators of restaurant chains a comprehensive restaurant management software solution, including point-of-sale, back-office and inventory control capabilities. The other businesses in the Industry Specific Applications group have also largely been built through a series of acquisitions.

      Geac continually evaluates the performance of acquired businesses and products and seek opportunities to divest those that no longer meet Geac’s goals for revenue growth and profitability. For example, in July 2000 Geac sold the assets related to the Enterprise Application Systems group’s SmartStream Reconciliations product, a back-office transaction reconciliation system for banks and financial institutions, for CDN$159.2 million. Included in the sale was a company called Management Data GmbH and its international affiliates, which Geac acquired for CDN$42.3 million in May 2000 in order to package and sell the business together with the Smartstream Reconciliations sale. This divestiture resulted in a CDN$96.0 million gain. In fiscal 2001, Geac also disposed of the Industry Specific Applications group’s hotel management systems business for CDN$1.6 million, and in the second quarter of fiscal 2002, Geac sold its publishing systems business for CDN$1.5 million.

      In September 1999, Geac acquired JBA Holdings Plc for CDN$261.9 million, consisting of CDN$228.2 million of cash and CDN$33.7 million of restructuring provisions. For a variety of reasons, the return on Geac’s investment from the acquisition of JBA has been disappointing. The principal factor was a greater than expected decline in revenues from software licenses and professional services in fiscal 2001. Much of this occurred after January 1, 2000, as Year 2000-related engagements were concluded and not replaced. This decline in Year 2000-related expenditures coincided with a period of worldwide economic uncertainty, which resulted in reduced spending on information technology generally. Geac also encountered unexpected difficulties and costs in integrating JBA’s business and its financial reporting and other systems, as well as unanticipated customer commitments, which were costly to resolve. Since the acquisition, Geac has strategically consolidated or discontinued certain JBA product lines. During the third quarter of fiscal 2001, Geac’s management reviewed the carrying value of the intangible assets acquired in the JBA acquisition, including acquired software and goodwill, and wrote off CDN$229.1 million of these intangible assets after concluding that the value of these intangible assets was impaired. Geac also recorded an CDN$11.4 million pre-tax provision for the settlement of legal claims, the majority of which related to contract disputes inherited with the acquisition of JBA.

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      During fiscal 2001 and fiscal 2002, Geac did not make any material acquisitions. Instead, Geac concentrated on completing the integration of its prior acquisitions and on implementing a series of initiatives designed to enhance its management team, improve its profitability and cash flow, repay its bank debt, strengthen its balance sheet and realign its development, sales and marketing efforts.

      With these initiatives substantially underway, Geac now intends to selectively pursue other acquisition opportunities, product lines and assets that offer strong customer aggregation potential and that, like Extensity, can extend the functionality of Geac’s existing Enterprise Application Systems products. Geac believes such extensions of the functionality of its enterprise resource planning systems will enhance the value of Enterprise Application Systems customers’ existing investments in Geac’s enterprise applications, and increase customer satisfaction and retention. This, in turn, should help generate maintenance contract renewals, professional services engagements and the sale of new software licenses.

Products and Services

     Enterprise Applications Systems

      The Enterprise Application Systems group serves large, often global, enterprises, as well as smaller, middle market companies. Enterprise Application Systems products include cross-industry business applications for accounting, financial administration and human resources functions, as well as enterprise resource planning systems for manufacturing, distribution and supply chain management.

      The Enterprise Application Systems products are designed to enable Geac’s customers to standardize the management of information throughout the enterprise. This facilitates performance comparisons between different sites, offices, countries, product lines, brands, and profit centers. Geac believes the Enterprise Application Systems products help businesses to reduce inventories and working capital and improve productivity and efficiency by providing accurate and flexible reporting, production planning and scheduling systems.

      At October 31, 2002, the Enterprise Application Systems group had approximately 6,100 customers, including approximately 50% of the Fortune 100 companies. Geac provides enterprise solutions to customers in a variety of industries, including apparel, textile and furniture manufacturing and retailing, auto-parts manufacturing, financial services, food and beverage processing and retailing, healthcare and local government administration.

      Depending on the specific product, Geac’s Enterprise Application Systems products run on a number of hardware platforms, including mainframe and mid-range computer and client/ server architectures, and use industry-standard databases such as IBM’s DB2, Sybase and Microsoft SQL Server.

      Geac’s Enterprise Application Systems products offer simple, consistent user interfaces, flexible reporting options and sophisticated analytical tools, including third party solutions provided by Geac’s alliance partners. These reporting and analysis tools enable Geac’s customers to analyze information contained within their enterprise management systems as they require. Geac also designs its systems to be easily integrated with its customers’ other business applications, as well as with new, best-of-breed applications as they emerge, enabling customers to extend the functionality of their Geac enterprise resource planning systems and to maximize the value of their existing information technology investments.

      The Web extensions incorporated in Geac’s Enterprise Application Systems products support Geac’s customers by facilitating communication and transactions with their customers, suppliers and other business partners. Customers can use the e-commerce functionality offered in Geac’s Enterprise Application Systems products to reduce costs and attain more effective management control, while at the same time decentralizing business processes. The systems offered by the Enterprise Application Systems group are Web-enabled to permit anytime-anywhere browser-based access. As a result, users with Web access can access and input data via the Internet using a standard Web browser. This allows business

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processes to be made faster and more efficient. For example, Geac’s customers can use Geac’s Web-enabled self-service applications to:

•  facilitate their sales processes by enabling their customers to check product prices and availability online;

•  allow their employees to update their own personal data in the customer’s employee benefits system, increasing convenience and relieving human resources managers of administrative tasks; and

•  empower their employees to procure necessary goods and services when they need them by using e-procurement features available in Geac’s Enterprise Application Systems products.

      Geac’s principal Enterprise Application Systems products include:

      E Series and M Series. Geac’s E Series and M Series products, formerly known as Geac’s Expert and Millennium products, are integrated suites of financial, human resource and procurement applications designed to run on mainframe computers, including the IBM S/390 and e-server zSeries. Large and mid-sized enterprises in more than 35 countries, primarily in North America and Europe, use Geac’s E Series and M Series products, which are available in English, French and Spanish language versions. The industries that use Geac’s E Series and M Series products most widely include financial services, manufacturing, healthcare and education. Seven of the ten largest companies in the Fortune 500 use Geac’s E Series or M Series products.

      One customer that has used Geac’s M Series products to strengthen its accounting and administrative infrastructure is National Australia Group, a large financial institution based in Australia. National Australia implemented Geac’s M Series product to migrate disparate systems to a centralized mainframe after National Australia Group increased its presence in the British Isles through a series of acquisitions. These acquisitions required National Australia Group to create a common accounting infrastructure and a central data processing facility for shared group functions in Europe. The benefits that National Australia Group reports having achieved from its implementation of Geac’s M Series product include use of a common chart of accounts and reporting system, which have enabled it to reduce administration costs, and the replacement of multiple systems with a single, centralized facility, which has saved overhead and maintenance costs. National Australia Group now has a central purchasing function, using Geac’s M Series purchase order module, which enables it to take advantage of volume discounts and economies of scale. The M Series system processes over 80,000 transactions a day for the various business units. National Australia Group reports that on stand-alone machines, a regular update formerly took between 12 and 14 hours, while on a single enterprise server running Geac’s M Series software, the process takes a fraction of the time.

      System21. System21 is a fully integrated suite of financial, manufacturing, customer service and logistics and service management applications based on the mid-range IBM e-server iSeries (formerly known as AS/400) platform. Geac’s System21 products are used by companies worldwide, particularly in the food and beverage, apparel and shoe manufacturing, automotive parts manufacturing and electronics industries.

      Geac’s experience working with users of Geac’s System21 product in these industries have enabled it to tailor Geac’s products to the specific needs of customers and, in many cases, to develop industry-specific versions of Geac’s System21 product. For example:

•  Geac’s System21 Drinks system, widely deployed in the beverage industry, incorporates specialized features required by liquor producers and importers that operate across multiple jurisdictions. These include the ability to handle the complex tax and regulatory requirements that apply to bonded warehouses, and to manage excise tax issues that are specific to the beverage industry.

•  Geac’s System21 Style product, a fully integrated distribution and manufacturing solution for the apparel and footwear industries, offers apparel manufacturers and retailers a complete end-to-end solution, with applications that address design, product lifecycle development and definition,

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sourcing, manufacturing, contract and stock management, customer services, customer relationship management and retail.

      Jiangsu Senda Group, a large footwear and shoe manufacturer in China, selected Geac’s System21 Style product for the implementation of an enterprise resource planning initiative designed to help them maintain their market position and lay the foundations for their global expansion. Geac believes that its strong industry focus was a primary factor in Jiangsu Senda Group’s selection of Geac’s products. Jiangsu Senda Group is planning to use Geac’s products in many aspects of their operations, including planning, production, sales, marketing, distribution and financial control.

      SmartStream. SmartStream is a suite of financial, procurement and human resource solutions that can be deployed on a local area network or wide area network or on a Web-based infrastructure using the Windows NT or Unix operating systems and Microsoft SQL and Sybase SQL databases in a two-tiered client-server architecture. Hundreds of companies use SmartStream, ranging from large global enterprises to mid-sized and smaller businesses, primarily in North America and Europe and, to a lesser extent, in the Asia Pacific region and in South America. The industries in which SmartStream is most widely deployed include banking, insurance and other financial services, manufacturing, retail, healthcare, government and education.

      An example of a customer that uses Geac’s SmartStream product is Societe Generale, one of the largest banks in France, with 64,600 employees and 3,200 branches worldwide. Societe Generale wanted to rebuild its in-house financial system in order to implement a state-of-the-art solution that would meet the new technical and functional requirements of the then-approaching euro changeover. After conducting extensive technical and functional studies, Societe Generale chose Geac’s SmartStream product in 1998 to help rebuild its integrated accounting and financial client/server system. Societe Generale reports that SmartStream is now the backbone of its central office accounting system, with 200 users, 200,000 annual invoices, 12,000 active suppliers and euro 1.3 billion in annual payments.

      Anael. Anael solutions is a fully integrated suite of financial, accounting, human resources, e-commerce and customer relationship management applications, consisting of eleven products and services based on the IBM iSeries platform, as well as Windows NT and Windows 2000. Nearly 1,900 customers, primarily in France, as well as in 33 other French-speaking countries, use Anael solutions at April 30, 2002.

      The Concorde Hotels Group owns 82 hotels located in the center of major business and tourist locations worldwide, including the Hotel Crillon and Hotel Lutétia and four other hotels in Paris, making them the leading luxury hotel operator in the French capital. The Concorde Hotels Group chose Anael financial to run its entire accounting operation. The Concorde Hotels Group reports that the Geac solution has enhanced the reliability and the level of service offered to its 82 hotels. Geac believes Anael financial was chosen because of its scalability, its ease of integration with other software, and Geac’s ability to implement the solution in less than six months.

Industry Specific Applications

      Geac provides software products and related support, maintenance, development and consulting services to meet the specific management and data processing needs of organizations in selected vertical niche markets, including the real estate, restaurant, construction, property management, public safety and library markets.

Residential Real Estate Applications

      Geac’s Interealty Corp. subsidiary provides Web-based information systems, services and products to multiple listing services and real estate brokers primarily in North America. Interealty provides real estate professionals with online multiple listing systems, desktop productivity software, agent website development and hosting, and customer relationship management systems. Interealty’s new MLXchange product has advanced, Web-enabled features that can automatically page a real estate broker on her mobile phone

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when the price is reduced on a property she is watching or when a prospect expresses interest in a listing on the realtor’s website.

Restaurant Applications

      The Restaurant Systems group provides applications to quick-service and table-service restaurants and food service providers designed to improve customer service and to manage production and administrative operations. Applications include point-of-sale, back office reconciliation and inventory control. The group primarily serves franchisers and franchisees of chain restaurant companies. The group’s advanced store management and executive information software systems enable the group’s customers to meet high volume transaction management needs.

      One example of a customer that has used Geac’s restaurant applications to improve its efficiency is Wagamama, a noodle restaurant company with 14 locations in the United Kingdom and Europe serving over 50,000 customers a week. Wagamama implemented Geac’s new mPOS (mobile Point of Sale) system, a Microsoft Windows® Powered® mobile solution using Compaq’s iPAQ Pocket PC H3650 and a wireless local area network. Wagamama reports that Geac’s mobile solution has significantly improved the efficiency and speed of its table ordering service.

Architecture, Electrical and Construction Applications

      Geac’s Architecture, Electrical and Construction group provides integrated software suites, including project management, job-costing, bidding and estimating, and financial and accounting solutions to engineers, architects and general and specialty trade contractors in the residential and commercial construction business. The Architecture, Electrical and Construction group is one of the largest suppliers of construction application software solutions in North America.

Property Management Applications

      Geac’s Property Management Systems group provides software applications designed to improve productivity in the day-to-day management of residential and commercial buildings. The group’s products, which primarily service the multi-unit residential market, help to monitor traffic and conduct marketing, leasing and rent collection operations. Accounting and financial applications and on-site management tools complete the product offering. New Web-based applications provide easy-to-use and cost effective data collection. Clients include real estate investment trusts, pension funds, insurance companies, property management companies and other real estate investors.

Public Safety Applications

      Geac’s Public Safety Systems group provides computer-aided dispatch and records management systems for emergency services such as law enforcement agencies, fire departments and ambulance service organizations. The group’s systems assist critical services delivery organizations of all sizes to improve call response times and to disseminate important information to response personnel.

Library Applications

      Geac’s Libraries Systems group provides automation solutions for public, academic and specialty libraries. The division’s key competitive advantages are its ability to handle records in different formats and character sets, as well as to provide interconnectivity with other information services. For example, Geac’s Vubris Smart library application, developed in conjunction with Brussels Vrije Universiteit and Eindhoven Technische Universiteit, enables libraries to implement a Web-based service to provide users with greater flexibility and interconnectivity with the library’s database.

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Product Development

      Geac believes that the ability to deliver new and enhanced products to customers is critical to its future success. In particular, Geac believes that its research and development efforts can strengthen relationships with customers by increasing the functionality of their existing installed systems, enabling them to avoid having to upgrade to different, new systems, which may not be Geac systems. Geac has historically developed products through a consultative process with existing and potential customers. Geac expects that continued dialogue will result in incremental enhancements to existing products and the development of new products. Geac intends to support product development through a combination of internal development, strategic partnerships with other software providers and acquisitions of suitable businesses and product lines.

Enterprise Application Systems Group Product Development

      Geac seeks to increase the functionality of the Enterprise Application Systems product line through incremental product enhancements to the core applications, expanded integration capabilities and the continued development of Web extensions to Geac’s existing applications. One important goal of these efforts is to help reduce Geac’s historical levels of customer attrition and increase the likelihood that Geac’s customers will renew their maintenance contracts and add onto their existing Geac systems rather than replacing them with competing products.

      To meet customer expectations, Geac’s systems must share information internally with applications provided by other vendors, as well as externally through Web applications, business-to-business (B2B) exchanges and value added networks. These exchanges and transactions must be real time, online and immediate — conducted anytime, anywhere and without compromise to security or transaction integrity. Geac is continuing to build the Enterprise Application Systems integration framework based on the Java 2 Enterprise Edition platform. This includes making the outward-facing components of Geac’s enterprise applications available through Web services. By focusing Geac’s research and development efforts on the integration of Web extensions and value-enhancing add-on software solutions, Geac believes its can assist customers in improving their business processes through the use of the Internet.

      Selected highlights of the product development efforts in the Enterprise Application Systems group in fiscal 2002 include the following:

•  Geac delivered new Active Access applications for the E Series and M Series, allowing its customers to access vendor self-service, benefits enrollment and employee self-service applications from anywhere on the Internet via a Web browser. Geac also shipped a new release of its human resources module that accommodates larger payrolls.

•  Geac’s System21 business continued development on its “commerce.connect” initiatives for collaborative supply chain and e-business applications. Geac also began development on a major new release of System21, dubbed “Aurora,” intended to exploit current Java, XML and IBM iSeries technologies.

•  Geac’s SmartStream business delivered new as well as improved releases of Active Access, thus extending access to the core human resources and financial modules to new classes of users who can now connect to SmartStream via the Web to perform vendor self-service, employee self-service, benefits enrollment and requisition and invoice approval functions. SmartStream also provided the latest release of euro currency support.

•  Geac also improved the integration between its SmartStream general ledger product and the FRx® Financial Reporting financial reporting and business analytics application from FRx Software Corp.

Industry Specific Applications Group Product Development

      In addition to enhancing the value of Enterprise Application Systems products, Geac intends to continue to add new capabilities and technologies in each vertical market served by Geac’s Industry

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Specific Applications products, such as the use of handheld technology and wireless networks that Geac has recently introduced in the products of Geac’s Restaurant Systems group and Geac’s Interealty group.

      Selected highlights of the product development efforts in the Industry Specific Applications group in fiscal 2002 include the following:

•  Geac’s Restaurant Systems division delivered its mPOS mobile point of sale system based on wireless handheld PCs using the Microsoft Pocket PC operating system as point of sale devices to speed order processing and payment.

•  Geac’s Interealty group delivered its second-generation MLXchange offering for Multiple Listing Service customers in the real estate industry. This brought together several tools for realtors, including Web-enabled listing management, lead capture and client management technology.

•  Geac’s property management division released a new version its eSite product for managing a portfolio of multifamily housing units, to track rental leads, prepare resident applications, collect rents and distribute property management reports.

•  Geac’s Architectural, Electrical and Construction Applications business delivered a new release of StarProject for Notes 2.0, providing collaborative, Web-enabled project management, with full integration with Geac’s StarBuilder® job cost accounting software, for use by construction management companies and contractors.

•  Geac’s Library Systems division delivered its Vubis Smart product, incorporating advanced web-based functionality for searching information and objects, to better manage a library’s collection of books, CDs, DVDs and videos.

•  Geac’s Public Safety division delivered a new version of its EnRoute Law Enforcement Computer-Aided Dispatch software, with enhanced features that allow it to meet the unique requirements of toll highway public safety requirements.

      Consistent with the growth of Geac’s business through acquisitions, Geac’s product development strategy has historically been decentralized, with separate product development centers devoted to each product, in some cases in more than one geographical region. However, Geac intends increasingly to organize its product development efforts by product line rather than operating multiple regional development centers. At October 31, 2002, Geac had 462 product development personnel and 14 development centers in the metropolitan areas of Atlanta, Southborough, Markham, Vancouver, Paris, Studley, Tampa, Houston, Brussels, Hertogenbosch, Villingen, Tokyo, Adelaide and Sydney.

      Geac’s product development expenses were CDN$117.3 million in fiscal 2001 and CDN$92.8 million in fiscal 2002. Product development expenses, net of government grants and other amounts recoverable, are expensed as incurred unless they meet the criteria under US GAAP for deferral and amortization. To date, Geac has not capitalized any product development costs, and have expensed all such costs as incurred.

Sales, Marketing and Account Management

      Geac derives most of its revenues from annual software maintenance contracts and from professional services related to Geac’s software, and as a result, Geac’s sales and marketing efforts are focused on account management and retention of existing customers. Geac believes selling incremental products and services to extend the functionality of its customers’ systems is the most effective way to increase customer retention.

      Geac sells its software and services in North America and internationally through its own direct sales force, which includes separate direct sales organizations for each product group. In smaller markets, or where lower price points or geography make direct sales coverage impractical, Geac augments its own sales force with a network of distributors and value-added resellers. Geac selects value-added resellers for their expertise in meeting the needs of local customers in specific vertical markets. Geac train these resellers on

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the use, installation and implementation of Geac’s products. The sales cycle for Geac’s products varies considerably and ranges from two to four months for an entry-level PC-based product in one of Geac’s Industry Specific Applications businesses to a year or more for a fully-integrated enterprise application system in the Enterprise Applications Systems group.

      In the EAS group, Geac’s sales efforts are focused on account management with the primary goal of customer satisfaction and retention. Each customer account has a team managed by a representative focused on building long-term relationships with customers. The account representative also sells incremental products and modules, third-party add-ons and professional services. The team also includes sales engineering personnel who provide technical sales support and assist in implementation of the product and customization of the user interface. In the Industry Specific Applications group, each vertical has direct sales representatives focused on that industry. Geac also makes use of telesales and trade advertising in the Industry Specific Applications group.

      Geac’s sales and marketing group consisted of approximately 374 persons at October 31, 2002 distributed throughout the world, including 265 persons in the Enterprise Application Systems group and 109 in the Industry Specific Applications group.

Customer Support and Professional Services

     Maintenance and Customer Support

      Customers that have purchased current maintenance contracts are entitled to receive periodic software updates from Geac. Geac also maintains a staff of customer support and customer care personnel who provide technical support to Geac’s customers and partners. Geac offers technical support services via toll-free telephone through its local offices in the US in Atlanta, Fort Lauderdale, Houston, Nashua, Southborough, and Tampa; in the U.K. in Bristol, Manchester, and Twickenham; and in Sydney, Australia; Garches, France; Christchurch, New Zealand; and Markham, Canada.

      In addition to telephone service, Geac provides support via facsimile, email and the Internet. Geac’s Web-enabled AnswerLink self-service technical support system allows it to provide online problem reporting and resolution, access to Geac’s best practices and expertise and the ability to download information from Geac’s technical libraries, for users of Geac’s E Series and M Series, SmartStream and System21 products.

     Professional Services

      Geac’s professional services group provides technical consulting, implementation and integration services, remote application management services and training to assist customers in deploying, using and maintaining Geac’s products. Geac’s technical consulting services include analyzing the customer’s technical and functional requirements and project planning. Geac’s implementation and integration services include installation of Geac’s software, customization of features such as the user interface and input screens to suit the customer’s requirements, integration of Geac’s products with the customer’s existing or later acquired third party applications, and assisting customers with implementing upgrades to their systems.

      Geac’s AppCare remote application management service is intended to relieve customers of the burden of managing the maintenance and support of their Geac enterprise resource planning systems. Geac’s AppCare service supplements or replaces the customer’s information technology staff who would otherwise be dedicated to the routine tasks of maintaining the application, responding to users’ technical questions and problems and generating management reports. With AppCare, the performance of the Geac application can be monitored remotely from Geac’s AppCare service center, where users’ questions and problems can be resolved and product updates installed by Geac’s dedicated staff of trained applications specialists, and key management information can be collected and disseminated to the customer. By outsourcing the management of their Geac enterprise resource planning applications to Geac via AppCare, Geac’s customers are able to free information technology resources to focus on more strategic projects.

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      Geac offers basic and advanced training courses in the implementation and administration of its Enterprise Application Systems and Industry Specific Applications software products at Geac’s facilities in Markham, Atlanta, Southborough, Studley, Paris and Tampa. Geac also provides customers with on-site training when necessary.

Competition

     Enterprise Application Systems

      Geac’s Enterprise Application Systems customers require applications that are reliable, scalable and can be easily integrated with other applications. When making investments in new enterprise application systems applications, customers are primarily influenced by vendor and product reputation; expertise and experience in implementing products in the customer’s industry sector; total cost of ownership; ease and speed of implementation; customer support; product architecture; quality, price and performance; product attributes such as flexibility, scalability, compatibility, functionality and ease of use; and vendor financial stability.

      Geac’s principal competitors for new Enterprise Application Systems license sales, as well as for the replacement of Geac’s installed systems in the enterprise application systems market, are Oracle Corp., Lawson Software, PeopleSoft, Inc., SAP AG and J.D. Edwards and Company and Intentia. These large, well capitalized firms have significantly more resources at their disposal than Geac has, and therefore can invest more in research and development, sales and marketing and can sustain price reductions for longer periods than Geac is able to do. Because competitors can easily penetrate the software market, Geac anticipates additional competition. In the enterprise application systems market, large, multinational enterprise resource planning vendors have begun targeting mid-sized businesses as their traditional market of large, multi-national businesses becomes increasingly mature. In addition, current and potential competitors have established, or may in the future establish, cooperative relationships among themselves or with third parties. Geac expects that the software industry will continue to consolidate. It is possible that new competitors or alliances among competitors will emerge and rapidly acquire significant market share.

      Given that Geac derive most of its revenue from maintenance and professional services provided to existing Enterprise Application Systems customers, Geac’s competitive strategy is largely based on avoiding customer attrition, protecting long-term relationships with customers and strengthening these relationships by selling add-on products and services that extend the functionality of Geac’s customers’ systems.

      In the market for maintenance and support of Enterprise Application Systems products, Geac competes with third party service providers who support other software vendors’ products. Geac also faces internal competition from the in-house IT departments of Geac’s customers, particularly in industries that are under intense pressure to contain costs, such as the automotive parts manufacturing industry. These customers may choose not to purchase Geac’s maintenance services but rather to support Geac’s Enterprise Application Systems products themselves.

      Cost is the principal factor that motivates customers in deciding to use a third-party maintenance provider or to support Geac’s product themselves. Other competitive factors affecting the purchase of maintenance services include the availability of upgrades for Geac’s products, which generally only Geac can provide, product and industry knowledge, and the ability to provide global support. Geac believes that it is difficult for third-party service providers to offer maintenance programs for Geac’s Enterprise Application Systems software that are as cost effective as Geac’s maintenance services, because these third-party providers do not have the knowledge of Geac’s products or the extensive domain expertise that Geac has, nor do they have access to the source code for Geac’s products.

     Industry Specific Applications

      Geac’s Industry Specific Applications customers require applications that are affordable, easy to use and provide functionality that meets the specific needs of the businesses in which they operate. When making investments in ISA applications, customers in this market are primarily influenced by industry-specific functionality, price and customer support.

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      Competition in the markets served by the Industry Specific Applications group is generally fragmented and each of Geac’s industry-specific product groups faces competition from numerous sources, ranging from large, publicly traded companies that market a broad range of software products to small, privately held software vendors whose businesses are focused on serving a particular vertical market. Geac’s larger Industry Specific Applications competitors often have significantly greater resources than it does, potentially enabling them to invest more in research and development, sales and marketing and can sustain price reductions for longer periods than Geac is able to do.

      Geac expects increased competition in its Industry Specific Applications segment to come from providers of lower-priced shrink-wrapped software, many of which are large, well capitalized software companies. Many of these providers are increasingly tailoring their offerings to specific vertical markets, such as the construction industry, as part of an effort to compete with vendors of more expensive integrated applications designed specifically for these industries. In addition, as the market for mid-range enterprise application systems becomes increasingly saturated, providers of general purpose integrated enterprise application systems products are also re-packaging their products and targeting specific vertical markets.

Intellectual Property

      Geac has relied, and expects to continue to rely, on a combination of copyright, trademark, patent and trade secret laws, as well as confidentiality procedures and contractual provisions to establish, maintain and protect Geac’s proprietary rights. Upon discovering misuse of Geac’s technology, Geac vigorously pursues those who copy or use Geac’s technology without its authorization as part of its efforts to protect its proprietary rights. Despite Geac’s considerable efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of Geac’s products or obtain information Geac regards as proprietary. Policing unauthorized use of Geac’s technology, if required, may be difficult, time-consuming and costly. Geac’s means of protecting its technology may be inadequate.

      Third parties may apply for patent protection for processes that are the same or similar to Geac’s processes or for products which use the same or similar processes as Geac’s products. Third parties may also independently develop similar or superior technology without violating Geac’s proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States and Canada. Furthermore, certain of Geac’s products may be licensed under shrink wrap license agreements that are not signed by licensees and therefore may not be binding under the laws of certain jurisdictions.

      Geac believes that trademark protection is an important factor in establishing product recognition. The extent of Geac’s inability to protect its trademarks from infringement could result in damage to any goodwill associated with Geac’s trademarks. Moreover, Geac may be unable to use or to prevent others from using one or more of Geac’s trademarks due to successful third-party claims.

      Claims of infringement are becoming increasingly common as the software industry develops and legal protections, including patents, are applied to software products. Although Geac believes that its products and technology do not infringe proprietary rights of others, litigation may be necessary to protect Geac’s proprietary technology, and third parties may assert infringement claims against Geac with respect to their proprietary rights. Any claims or litigation can be time-consuming and expensive regardless of their merit. Infringement claims against Geac could cause product release delays, require Geac to redesign its products or enter into royalty or license agreements, which agreements may not be available on terms acceptable to Geac or at all.

Employees

      As of October 31, 2002, Geac employed 2,586 people worldwide, including 1,824 in the Enterprise Application Systems group and 762 in the Industry Specific Applications group. Of these employees, 376 are in sales and marketing, 712 are in customer support, 661 are in professional services, 462 are in research and development, 318 are in finance and administration and 57 others are in miscellaneous

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operations. Of these employees, 1,345 are located outside of North America, primarily in Europe. None of Geac’s employees is represented by a labor union (other than by statutory unions or workers’ committees required by law in some European countries). Geac has not experienced any work stoppages and considers its relations with employees to be good. Geac operates in a rapidly-evolving, advanced information technology market in which highly skilled professionals are a scarce resource. Attracting and retaining a highly skilled workforce is a continuing challenge for all high technology companies, including Geac.

Properties

      Geac’s corporate headquarters are located in Markham, Ontario, where Geac has occupied space since 1973. Geac currently has a lease for 25,200 square feet of space at 11 Allstate Parkway, Suite 300, Markham, Ontario, for a term expiring April 30, 2005. In addition to Geac’s corporate headquarters, Geac’s business is conducted most significantly from leased offices and facilities in the United Kingdom in High Wycombe, Buckinghamshire and in the United States in Southborough, Massachusetts and Atlanta, Georgia. Geac and its subsidiaries operate 52 other offices and facilities in 22 countries around the world. These offices and facilities are operated under leases of varying duration, with no lease extending beyond 2014.

      In addition, Geac owns real estate in the United Kingdom and the United States. Geac Computer Systems UK Limited owns three properties in Studley, Warwickshire, United Kingdom, which support the operations of Geac’s System21 business. All three of these properties are currently encumbered by a mortgage granted to the Bank of Scotland. Geac Computers, Inc. owns real property in Tampa, Florida and in Nashua, New Hampshire. Interealty Corporation owns property in Decatur, Georgia, which houses a multiple listing book publishing operation. The Florida, New Hampshire and Georgia properties are free and clear of liens.

Legal Proceedings

      On May 8, 2001, Cels Enterprises, Inc. filed a complaint against Geac Computer Corporation Limited and Geac Enterprise Solutions, Inc. claiming that Geac breached its contract with Cels by providing experimental software that did not work. Cels was a JBA customer and paid JBA approximately US$400,000. The complaint alleges US$28.3 million in damages but provides no specifications as to how that figure was derived. On May 10, 2001, JBA filed a complaint against Cels Enterprises, Inc. alleging that JBA is owed US$241,000 for goods and services provided to Cels, and claiming an additional US$81,000 for the improper employment by Cels of a former JBA employee. The claim has been dismissed as against Geac Computer Corporation Limited.

      On March 21, 2002, Grace Consulting, Inc., a provider of software maintenance and consulting services, filed a lawsuit against Geac Enterprise Solutions, Inc. and Geac Computer Corporation Limited claiming antitrust violations and seeking approximately US$75 million in damages.

      Geac believes this lawsuit is based on facts and circumstances substantially similar to Grace’s claims in an earlier lawsuit. In 1995, before its acquisition by Geac, Dun & Bradstreet Software Services, Inc. filed a complaint against Grace Consulting claiming copyright infringement. Grace Consulting asserted counterclaims against Dun & Bradstreet Software Services, Inc. for violations of antitrust law, tortious interference with contract and breach of contract. On September 24, 2002, the United States Circuit Court for the Third Circuit granted judgment for Geac Enterprise Solutions against Grace on Geac Enterprise Solution’s claims of copyright infringement against Grace, reinstated Geac’s claim for theft of trade secrets against Grace and affirmed the dismissal of Grace’s counterclaims of antitrust, tortious interference with contract and breach of contract against Geac Enterprise Solutions.

      Geac believes that the claims raised in Grace’s March 2002 antitrust action are similarly without merit. However, there can be no assurance that Geac will be successful in defending against these new claims.

      Geac is subject to other legal proceedings and claims arising in the ordinary course of Geac’s business, including pending actions not described above.

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GEAC MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      We provide the following discussion and analysis to enhance your understanding of Geac’s consolidated financial statements and the related notes. You should read this discussion in conjunction with Geac’s consolidated financial statements and the related notes that are included elsewhere in this proxy statement/prospectus. References in this Geac Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us” or “we” refer to Geac and its subsidiaries on a consolidated basis.

      The discussion in this proxy statement/prospectus contains forward-looking statements concerning Geac that involve risks and uncertainties. Geac’s actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this section and in the “Risk Factors” section included in this proxy statement/prospectus.

Overview

      Geac is a global provider of business-critical software applications and systems. We are organized around our EAS group and our ISA group. Our EAS group serves global and medium-sized enterprises by providing software systems that form the backbone of their information technology infrastructures. Our EAS group provides enterprise resource planning systems, consisting of integrated business applications for accounting, financial administration and human resources functions, as well as systems for manufacturing, distribution and supply chain management. Our ISA group provides industry-specific business applications that are used by customers in the restaurant, construction, property management, library management and real estate industries, and by government and public safety agencies, to manage their businesses and operations. We also resell third party software and hardware products, for use in conjunction with our software products, where appropriate to provide our customers with more complete solutions.

Factors Affecting Our Results of Operations

Sources of Revenue

      We derive our revenues from sales of maintenance contracts and professional services related to our software and, to a lesser extent, from sales of new software licenses and computer hardware.

      Maintenance services accounted for CDN$416.0 million, or 57.8% of our total revenues in fiscal 2002. Maintenance services include the right to receive product upgrades and technical support by telephone, fax, e-mail and Internet. Maintenance contracts are typically priced as a percentage of the software license fee and are subject to periodic renewal, generally on an annual basis. As a result, maintenance revenues are recurring in nature and are relatively predictable, as the majority of our customers who purchase new licenses of our software typically also initially purchase maintenance contracts, and historically most customers have renewed their maintenance contracts as they expire.

      Professional services revenues accounted for CDN$149.1 million, or 20.7% of our total revenues in fiscal 2002. Professional services include technical consulting, implementation and integration services, remote application management services and training. Revenues from professional services are more predictable and stable than revenues from new product licenses. This is because professional services typically involve projects that extend over multiple quarters with revenue recognized as services are performed. Also, professional services are often generated in connection with new software license sale or follow a competitive bidding process in which we have participated and of which we therefore have advance notice.

      Sales of new software licenses, including licenses of third party software products that we resell to our customers where appropriate to provide them with a more complete solution, accounted for CDN$83.7 million, or 11.6% of our total revenue in fiscal 2002. Sales of new software licenses are the culmination of a sales cycle that typically extends from two to four months, in the case of an entry-level product of one of our ISA businesses, to 12 to 18 months in the case of an integrated enterprise resource

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planning system sold by our EAS group. The timing of new software license sales is often difficult to predict. Particularly in our EAS group, delay in the consummation of a small number of large license transactions in any quarter can contribute significantly to fluctuations in our revenue from quarter to quarter.

      We offer sales of computer hardware, such as IBM e-server iSeries (formerly AS/400) servers, for use in conjunction with our software systems where appropriate to provide a more complete solution. Computer hardware sales accounted for CDN$52.0 million, or 7.2% of our total revenue in fiscal 2002.

      Maintenance and professional services represent relatively predictable and recurring revenue sources that reduce our dependency on other, more variable sources of revenue, such as the sale of new software licenses. We believe that we are substantially less dependent on new software license revenues than are many other vendors of enterprise resource planning systems software. However, the high percentage of our revenues derived from maintenance and professional services makes us relatively more vulnerable to the impact on our maintenance contract renewals and on new professional services engagements.

      Attrition in our customer base takes place when existing customers elect not to renew their maintenance contracts and cease purchasing professional services from us. This can occur for a variety of reasons, including a customer’s decision to replace our product with that of a competing vendor, to purchase maintenance or consulting services from a third-party service provider or to forgo maintenance altogether. It can also occur when a customer is acquired or ceases operations.

      To date we have experienced relatively predictable and stable customer attrition, and we have been able in part to replace the revenue lost through attrition with new revenue from maintenance contracts and professional services associated with new license sales and from maintenance contract price increases. However, any factors that adversely affect the ability of our installed systems to compete with those available from others, such as availability from our competitors of products offering more advanced product architecture, superior functionality or performance or lower prices than ours, or factors that reduce demand for our maintenance and professional services, such as intensifying price competition, could lead to increased rates of customer attrition. We closely monitor attrition in our customer base and have devoted, and will continue to devote, substantial resources to reducing the rate of attrition among our customers.

Revenues of Our Business Groups

      The following table sets forth our revenues for the fiscal periods indicated for our EAS and ISA segments (Canadian dollars in millions):

		Fiscal Year Ended April 30
												Six Months
												Ended October 31,
		2001					2002					2002
				% of					% of					% of
		Revenues		Total			Revenues		Total			Revenues		Total
		(Canadian dollars; in millions)
EAS Group		$	594.0		70.9	%	$	534.4		74.3	%	$	237.4		75.5	%
ISA Group			243.7		29.1			185.1		25.7			77.0		24.5
	Total	$	837.7		100.0	%	$	719.5		100.0	%	$	314.4		100.0	%

Acquisitions and Divestitures

      We have grown our business substantially through acquisitions. These acquisitions have enabled us to broaden our product suite, expand our customer base and provide access to new markets. As we acquire and integrate businesses, we also look for opportunities to divest portions of our business that no longer meet our goals for revenue growth and profitability.

      Fiscal 2001. In May 2000, we acquired the business assets of Management Data GmbH of Vienna, Austria, together with the capital shares of 13 of its subsidiaries, for CDN$42.3 million. We held these assets as a temporary investment and subsequently sold them as part of our SmartStream Reconciliations

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Systems divestiture on July 13, 2000. After concluding that the functionality of the SmartStream Reconciliations Systems product was not critical to our enterprise resource planning systems product offerings, we had sought and ultimately identified an opportunity to package the SmartStream Reconciliations and Management Data businesses and sell them at a favorable price. From this divestiture, we realized cash proceeds of CDN$159.2 million, and the transaction resulted in a gain of CDN$96.0 million. For more information regarding this divestiture and the related gain, see note 21 to our consolidated financial statements included in this proxy statement/prospectus.

      In June 2000, we acquired the assets of Praxa Limited’s local government software business for CDN$2.1 million.

      In March 2001, we sold the assets of our ISA group’s unprofitable hotel division for CDN$1.6 million.

      Fiscal 2002. We made no acquisitions during fiscal 2002. In August 2001, we sold the assets of our ISA group’s newspaper publishing applications business for CDN$1.5 million. We had concluded that the market for our high-end integrated publishing solutions was smaller than we had anticipated and was insufficient to support the required development effort and to operate the business profitably.

      Fiscal 2003. Geac announced on August 26, 2002 that it had entered into an agreement to acquire Extensity, Inc. pursuant to which each Extensity stockholder may elect to receive either 0.627 of a Geac common share or US$1.75 in cash (subject to a working capital adjustment) for each share of Extensity common stock. Assuming that synergies and revenue growth attributable to the merger are consistent with Geac’s expectations, and assuming no more than 9.1 million Geac common shares are issued in the merger, Geac anticipates that the Extensity merger will be approximately 10% per share dilutive to its earnings per share in the first twelve months following closing of the merger and accretive to earnings in the following six-month period.

      Geac announced on August 29, 2002 that it had entered into an agreement to acquire the IBM e-server iSeries software assets, customer agreements and employee base of EBC Informatique, a European hardware and software solutions provider, for approximately CDN$3.8 million.

      All of the above acquisitions have been accounted for in our consolidated financial statements under the purchase method of accounting. The results of operations for each of the other entities acquired or divested as described above are included in our net income (loss) from the date of acquisition (in the case of acquisitions), or until the date of divestiture (in the case of divestitures) for all periods presented.

Net Restructuring and Other Unusual Items

      Fiscal 2001. In fiscal 2001 we confronted several challenges, including an industry-wide reduction in demand for software and professional services following the Year 2000 transition. In addition, our fiscal 2001 results were adversely affected by the initiation of a review process whereby we considered the possible sale of all or parts of our company. This created uncertainty among our customers and workforce and adversely affected our revenues. To help mitigate the impact of these issues, we undertook a number of cost reduction initiatives in fiscal 2001 aimed at strengthening our balance sheet and reducing losses. Implementation of these initiatives throughout the year resulted in a year-end headcount reduction of 1,353 employees worldwide, from 5,150 employees at April 30, 2000 to 3,797 worldwide at April 30, 2001. Also, as required by US GAAP, we reviewed the carrying value of our acquired intangibles and goodwill to determine whether any impairment existed. In connection with these initiatives, we recorded CDN$295.9 million of net restructuring and other unusual items in fiscal 2001, including:

•  the write down of CDN$171.3 million of goodwill and CDN$81.5 million of acquired software;

•  a CDN$28.1 million pre-tax provision for severance, premises rationalization and other restructuring expenditures;

•  an CDN$11.4 million pre-tax provision for the settlement of legal claims, the majority of which related to contract disputes inherited with the acquisition of JBA; and

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•  the write down of CDN$3.6 million of property, plant and equipment.

      During the last half of fiscal 2001, Geac completed a comprehensive review of its acquired software and goodwill. As a result of management’s determination that there was no longer reasonable assurance of their recoverability, CDN$252.8 million of intangible assets and goodwill were written down, of which CDN$229.1 million related to the acquisition of JBA Holdings plc.

      Workforce reduction charges of CDN$21.3 million were related to the cost of severance and benefits associated with the elimination of approximately 1,353 positions from April 30, 2000, to April 30, 2001. The terminated employees were primarily from the support and services, development, sales and marketing and general and administrative areas, and were located in North America and Europe. At October 31, 2002, the workforce reduction provision balance had been drawn down by cash payments to a closing balance of CDN$77,000.

      In connection with the workforce reduction, Geac identified a number of leased facilities, primarily office space, that were no longer required. As a result, Geac recorded net lease costs of approximately CDN$6.6 million, primarily consisting of Geac’s future contractual obligations under operating leases. At October 31, 2002, the provision balance for lease premise restructuring had been drawn down by cash payments to a balance of CDN$261,000. The remaining provision is expected to be substantially drawn down by the end of fiscal 2004.

      Geac recorded a provision for CDN$11.4 million for legal claims related to contract disputes involving JBA Holdings plc. At October 31, 2002, the provision balance had been drawn down by cash settlement payments to a balance of CDN$298,000.

      Property, plant and equipment write-downs of approximately CDN$3.6 million consisted of the write down of computer equipment, office equipment and leasehold improvements that provided no future benefit to Geac as a result of its premises rationalization and other restructuring activities.

      Fiscal 2002. In fiscal 2002, we undertook a comprehensive review of our operations with the objective of reducing costs and increasing effectiveness. As a result of this effort, we have streamlined operations, centralized management of our global enterprise applications, refocused development, and reduced the size of our workforce. We incurred net restructuring and other unusual charges of CDN$45.9 million in fiscal 2002, including:

•  a CDN$39.6 million pre-tax provision for severance, premises rationalization and other costs related to the restructuring of our business;

•  a CDN$5.4 million net provision for the settlement of legal claims, primarily related to the JBA acquisition;

•  a CDN$4.6 million charge for strategic planning costs;

•  a CDN$2.9 million one-time charge for unamortized financing costs for the credit facility that we terminated in March 2002; and

•  an offsetting CDN$6.9 million net reversal of excess accrued liabilities and other provisions relating to prior acquisitions and restructuring activities.

      Workforce reduction charges of CDN$16.8 million were related to the cost of severance and benefits associated with the termination of approximately 643 employees, primarily from the support and services, general and administrative, development and sales and marketing areas. The workforce reduction was primarily in North America and Europe and extended to both segments of the business. At October 31, 2002, the workforce reduction provision balance had been drawn down by cash payments to a balance of CDN$6.8 million. The remaining provision is expected to be substantially drawn down by the end of fiscal 2003.

      In connection with the workforce reduction, Geac identified a number of leased facilities, primarily office space, that were no longer required. As a result, Geac recorded premises rationalization costs of

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approximately CDN$17.7 million, consisting primarily of its future contractual obligations under these operating leases, offset by an estimated sublease amount on leases that could not be terminated. At October 31, 2002, the provision balance for lease premise restructuring had been drawn down by cash payments to a balance of CDN$13.8 million. The remaining provision is expected to be substantially drawn down by the end of fiscal 2006, when the leases expire.

      Property, plant and equipment write-downs of approximately CDN$5.1 million consisted of the write-down of computer and office equipment and leasehold improvements that had been abandoned in the fiscal 2002 restructuring, or previous restructuring actions. Approximately CDN$3.9 million is attributable to the write-down of equipment and leasehold improvements office equipment associated with premises vacated during fiscal 2002 restructuring, or previous restructuring actions. The remaining CDN$1.2 million is attributable to a write-down of equipment due to technological obsolescence.

      In connection with Geac’s review of its operations, Geac engaged the services of outside consultants to assist with its strategic planning. This resulted in charges of CDN$4.6 million, of which CDN$1.9 million was paid in cash in fiscal 2002, and the balance was paid by October 31, 2002.

      During fiscal 2002 Geac terminated its 24-month revolving credit facility prior to its expiration date. This termination resulted in a write-down of CDN$2.9 million of unamortized financing costs related to the credit facility, which has been classified as extinguishment of debt costs.

      A provision for legal claims of CDN$8.1 million was established, primarily related to the JBA acquisition. These claims were offset by a recovery of CDN$2.7 million, resulting in a net cash charge of CDN$5.4 million. At October 31, 2002, cash payments had reduced this provision to a balance of CDN$18,000.

      During fiscal 2002, Geac determined that certain accruals in prior periods were no longer needed for their intended purposes and reversed these accruals. Reversals of CDN$10.9 million related to excess accruals for product commitments and other accrued liabilities which had been recorded in connection with acquisitions by Geac in prior fiscal years. These costs were accrued as part of the costs of the acquisitions, and were allocated to goodwill. In fiscal 2001 the goodwill and intangibles associated with some of these acquisitions, primarily the JBA Holdings plc acquisition, were written down and in fiscal 2002 the Company determined that it was no longer appropriate to carry the full amount of these accruals. As a result, a reversal of CDN$4.0 million was recorded as an adjustment to goodwill, with the remaining accrual balance of CDN$6.9 million being reversed as a credit to net restructuring charges and other unusual items.

      The fiscal 2002 restructuring efforts are expected to result in savings of approximately CDN$70 million in fiscal 2003 and CDN$86 million in fiscal 2004. Primarily as a result of these restructuring efforts, through the first six months of fiscal 2003, support and services costs have been reduced by CDN$26.0 million, sales and marketing expenses have been reduced by CDN$2.0 million, product development expenses have been reduced by CDN$12.7 million, and general and administrative expenses have been reduced by CDN$4.5 million. Excluding CDN$5.5 million in costs and expenses associated with the publishing software business that was sold in fiscal 2002, in aggregate, these costs and expenses have been reduced by CDN$39.7 million, as compared to the first six months of fiscal 2002.

      For more information regarding our net restructuring and other unusual items, see note 17 to our consolidated financial statements included in this proxy statement/prospectus.

Seasonality

      Seasonality can contribute to substantial fluctuations in our revenues and cash flow. Our revenues and operating results in our third fiscal quarter have tended to benefit from spending related to calendar year-end budget cycles. Approximately 40% of our maintenance contracts renew on a calendar year basis. Cash receipts from maintenance contract renewals are typically highest in the third fiscal quarter and lowest in the first and second fiscal quarters. These historical patterns may change over time, however, particularly as our operations become larger and the sources of our revenue change and become more diverse. We also

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occasionally experience variability in demand associated with seasonal buying patterns in our foreign markets. For example, our first and second fiscal quarters typically experience reduced sales activity, due in part to the European summer holiday season.

Critical Accounting Policies

      The preparation of our financial statements requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Our estimates are based upon historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of our ongoing evaluation of these estimates forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses, which are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions.

      Our critical accounting policies are those that affect our consolidated financial statements materially and involve a significant level of judgment by management. A summary of our significant accounting policies, including the critical accounting policies discussed below, is set forth in note 2 to our consolidated financial statements.

      Revenue Recognition. We derive revenues from three sources, software, support and services, and hardware. Support and services include software maintenance and support, training, system implementation, and consulting. Maintenance and support consists of technical support and software upgrades and enhancements. We resell computer hardware and peripherals primarily as a service to our customers who look to us to provide a whole product solution. Significant management judgments and estimates are made and used to determine the revenue recognized in any accounting period. Material differences may result in the amount and timing of our revenue for any period if different conditions were to prevail. We recognize product revenue when persuasive evidence of an arrangement exists, the product has been delivered, the fee is fixed and determinable, and collection of the resulting receivable is probable. In bundled arrangements, we allocate revenue to each element of the arrangement based upon vendor specific objective evidence (VSOE). We use a purchase order or a signed contract as evidence of an arrangement for sales of software, hardware and services. Sales through our resellers are evidenced by a master agreement governing the relationship.

      Software is delivered to customers electronically or on a CD-ROM, tape, or diskette, as appropriate. We assess whether the fee is fixed and determinable based on the payment terms associated with the transaction. Our standard payment terms are generally 30 days. We assess collectibility based on a number of factors, including the customer’s past payment history and its current credit-worthiness. If we determine that collection of a fee is not probable, we defer the revenue and recognize it at the time collection becomes probable, which is generally upon receipt of cash payment.

      When licenses are sold together with hardware and significant implementation or customization essential to the functionality of the products, services revenues are recognized based on percentage of completion. Our consulting and implementation service contracts are bid either on a fixed-fee basis or on a time-and-materials basis. For a fixed-fee contract, we recognize revenue using the percentage of completion method. For time-and-materials contracts, we recognize revenue as services are performed.

      Maintenance and support revenue is recognized ratably over the term of the maintenance contract. Amounts billed in accordance with customer contracts, but not yet earned, are recorded as deferred revenue.

      Valuation of Identifiable Goodwill and Other Intangible Assets. We account for our business acquisitions under the purchase method of accounting. The total cost of an acquisition is allocated to the underlying net assets based on their respective estimated fair values. As part of this allocation process, we must identify and attribute values and estimated lives to the intangible assets acquired. While we may employ an expert to assist us with these matters, such determinations involve considerable judgment, and

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often involve the use of significant estimates and assumptions, including those with respect to future cash inflows and outflows, discount rates, and asset lives. These determinations will affect the amount of amortization expense recognized in future periods.

      We review the carrying values of all identifiable goodwill and other intangible assets when certain conditions arise to determine if any impairment has occurred. Examples of these conditions include significant underperformance relative to historical or expected future operating results, significant changes in the manner of our use of the acquired assets or our strategy, significant negative industry or economic trends, or significant decline in our share price or market capitalization.

      Effective May 1, 2001, the Company adopted Statement of Financial Accounting Standards (SFAS) 142, “Goodwill and Other Intangible Assets.” This standard eliminates the amortization of goodwill, requires annual impairment testing of goodwill and introduces the concept of indefinite life intangible assets. Goodwill is required to be tested for impairment between the annual tests if an event occurs or circumstances change such that it is more likely than not that the fair value of a reporting unit has been reduced below its carrying value. Prior to May 1, 2001, goodwill was amortized on a straight line basis over the estimated periods of benefit not exceeding ten years.

      Accounting for Income Taxes. We operate in multiple jurisdictions, and our profits are taxed pursuant to the tax laws of these jurisdictions. Our effective tax rate may be affected by the changes in, or interpretations of, tax laws in any given jurisdiction, utilization of net operating losses and tax credit carryforwards, changes in geographical mix of income and expense, and changes in management’s assessment of matters, such as the ability to realize deferred tax assets. As a result of these considerations, we must estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure, together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheet. We must then assess the likelihood that our future tax assets will be recovered from future taxable income and establish a valuation allowance for any amounts we believe will not be recoverable. Establishing or increasing a valuation allowance increases our income tax expense.

      Significant management judgment is required in determining our provision for income taxes, our income tax assets and liabilities, and any valuation allowance recorded against our net income tax assets. If actual results differ from these estimates or we adjust these estimates in future periods, our financial position and results of operations could be materially different.

      Income taxes are accounted for under the liability method whereby future income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities, as well as for the benefit of losses available to be carried forward to future years for income tax purposes. Future income tax assets are recognized only to the extent that, in the opinion of management, it is more likely than not that the future income tax assets will be realized. Future income tax assets and liabilities are measured using income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Future income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates in the period in which the change occurs.

      Restructuring. We have rationalized certain facilities and effected or planned reductions in the number of our personnel and have established reserves against outstanding commitments for leased properties that we have vacated or plan to vacate and for costs associated with planned layoffs. These reserves are based upon our estimate of triggering events, such as the date of termination or the time required to sublease the property and the amount of sublease income that might be generated from the date we vacate the property and the expiration of the lease. These estimates are reviewed based on changes in these triggering events. Adjustments to the restructuring charge will be made in future periods, if necessary, should different conditions prevail from those anticipated in our original estimate.

      Accounts Receivable. We also estimate the uncollectibility of our accounts receivable, and we maintain allowances for estimated losses. Management analyzes accounts receivable, historical bad debts,

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receivable aging, customer credit-worthiness, and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

New Accounting Pronouncements

      On June 15, 2001, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 143, “Accounting for Asset Retirement Obligation,” which is effective for fiscal years beginning on or after June 15, 2002. This standard requires that the fair value of a liability for an asset retirement obligation be recognized in the year in which the obligation is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and amortized to expense over the asset’s useful life. Geac has not yet assessed the impact of the adoption of this new standard.

      In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.” SFAS No. 144 applies to all long-lived assets and consequently amends APB Opinion No. 30. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. Geac is currently evaluating the potential impact, if any, the adoption of SFAS No. 144 will have on its financial position and results of operations.

      In May 2002, the FASB issued SFAS No. 145, “Rescission of FAS Nos. 4, 44 and 64, Amendment of Financial Accounting Standard (FAS) 13 and Technical Corrections as of April 2002.” SFAS No. 145 rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that Statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.” SFAS No. 145 rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers.” SFAS No. 145 also amends SFAS No. 13, “Accounting for Leases,” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. Geac is currently evaluating the potential impact, if any, the adoption of SFAS No. 145 will have on its financial position and results of operations.

      In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which supersedes EITF 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.” Under SFAS 146, an entity’s commitment to a plan, by itself, does not create a liability. Under the new rules, exit costs and restructuring liabilities generally will be recognized when incurred. The provision of this statement will be effective for exit or disposal activities initiated after December 31, 2002.

Comparison of Six Month Periods Ended October 31, 2002 and October 31, 2001

      Revenue. Revenue through the first half of fiscal 2003 was CDN$314.4 million, compared to CDN$362.5 million in the corresponding period last year. Excluding CDN$5.2 million in revenue from the publishing software business, which was sold in the second quarter of fiscal 2002, revenue would have declined by CDN$42.9 million, or 12.0%.

      Enterprise Applications Systems segment revenue declined by CDN$28.6 million, or 10.7%, composed of the following:

•  Enterprise Applications Systems software license revenue through the first half of the fiscal year was CDN$26.4 million, compared to CDN$30.0 million in the first six months of fiscal 2002. The CDN$3.6 million decline in software license revenue is primarily attributable to a CDN$2.6 million sale of local government software distribution rights to Trisilco Group of Malaysia in the first quarter of fiscal 2002, which was not repeated in the current fiscal year.

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•  Enterprise Applications Systems support and services revenue was CDN$190.3 million, compared to CDN$218.9 million in the first six months of fiscal 2002. Of this CDN$28.6 million decline, Enterprise Applications Systems maintenance revenue declined by CDN$12.7 million, or 8.6%, reflecting expected attrition in maintenance contract renewals for mainframe (CDN$9.3 million) and client server (CDN$5.6 million) applications. This decline was partially offset by an increase of CDN$2.2 million in maintenance revenue for mid-range computer applications. The rate of decline in Enterprise Applications Systems maintenance revenues was within management’s expectations and compares with declines of 7.2% in fiscal 2002 and, excluding the impact of the JBA acquisition, 12.2% in fiscal 2001. Maintenance attrition for mainframe and client server applications reflects the maturity of those product lines, and is largely attributable to customers migrating to newer technology and, in so doing, selecting competitors’ products rather than those of Geac. Attrition in maintenance contract revenues was partly offset by the effects of annual price increases, which vary by product and by application. Annual price increases averaged 6.5% in fiscal 2001 and 6.4% in fiscal 2002, and are expected to average approximately 6.5% in fiscal 2003. Geac expects its Enterprise Applications Systems maintenance revenues to continue to decline for the balance of fiscal 2003 at a rate comparable to that experienced in the first half of fiscal 2003. Other support and services revenue — primarily professional services — declined by CDN$15.9 million, or 22.3%, compared to the corresponding period last year, which benefited from Euro conversion work and several large professional services engagements that have now been completed.

•  Enterprise Applications Systems hardware sales revenue through the first two quarters of fiscal 2003 increased by CDN$3.6 million, or 20.9%, primarily as a result of vendor promotions that accelerated hardware sales in Europe in the first quarter.

      Industry Specific Applications segment revenue through the first half of fiscal 2003 was CDN$77.0 million, compared to CDN$96.5 million in the first half of fiscal 2002. Excluding CDN$5.2 million in revenue from the publishing software business, which was sold last year, Industry Specific Applications revenue would have declined by CDN$14.3 million, or 15.6%. Of this total, CDN$10.0 million was attributable to the Interealty division and reflects a CDN$8.0 million decline in the core MLS application business and a CDN$2.0 million decline in the MLS book publishing business, which had been expected. The decline in revenue from Interealty’s core MLS application business reflects a change in the service and pricing model as the internet has supplanted more costly virtual private networks. This change resulted in lower revenues from existing customers who migrated from our older applications based on virtual private networks to our internet-based MLXchange application, with pricing per seat declining by more than 20% on average. The shift to internet-based products has also reduced barriers to entry and resulted in aggressive competitive pricing from new market entrants, and some customers have opted to migrate from our virtual private networks applications to competitors’ lower-priced internet-based applications. These conditions are expected to persist, and Geac expects revenues of its Interealty division to continue to decline, over the balance of fiscal 2003.

      Costs of Revenues. Costs of revenues through the first half of the fiscal year were reduced by CDN$23.3 million, or 14.4%, from CDN$162.6 million in the first two quarters of fiscal 2002 to CDN$139.3 million in the first two quarters of fiscal 2003. Our gross profit margin (gross profit as a percentage of total revenues) increased from 55.1% in the first two quarters last year to 55.7% in the first two quarters of fiscal 2003.

•  The gross software margin declined from 89.8% in the first half of fiscal 2002 to 85.8% in the first half of fiscal 2003 as software costs increased by CDN$0.4 million despite a decline in revenues.

•  Support and services margin increased from 53.4% in the first half of fiscal 2002 to 56.0% in the first half of fiscal 2003, reflecting a reduction in lower margin professional services and an increase in the proportion of higher margin maintenance revenue.

•  Hardware margins declined from 16.6% in the first half of fiscal 2002 to 14.5% in the first half of fiscal 2003, primarily as a result of a single low margin CDN$3.1 million hardware sale to a System21 customer in the U.K.

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      Operating Expenses. Net operating expenses were CDN$122.2 million in the first half of fiscal 2003, including the effect of a net restructuring and other unusual items of CDN$1.2 million, compared to CDN$142.2 million in the corresponding period last year, which included the effect of a net restructuring and other unusual items of CDN$0.7 million. The net restructuring and other unusual items in fiscal 2003 and fiscal 2002 were attributable to the reversal of excess accrued liabilities and other provisions related to prior years’ restructuring activities and acquisition related accruals. Excluding from both periods the effect of net restructuring and other unusual gains, operating expenses were reduced by CDN$19.6 million, or 13.7%, as compared to the first half of fiscal 2002 and operating expenses as a percentage of revenues were reduced from 39.4% in the first half of fiscal 2002 to 39.2% in the first half this year.

•  Sales and marketing expenses were reduced by CDN$2.0 million, or 4.3%, primarily as a result of headcount reductions associated with restructuring efforts. Sales and marketing expenses as a percentage of revenues increased from 12.8% in the first half of fiscal 2002 to 14.1% in the first half of fiscal 2003, as Geac maintained substantially the same level of investment in marketing despite the decline in revenues for the first half of the year.

•  Product development expenses were reduced by CDN$12.7 million, or 26.9%. Product development expenses as a percentage of revenues were reduced from 13.0% in the first half of fiscal 2002 to 10.9% in the second quarter this year. This reduction reflects more strategically focused development efforts and a CDN$3.3 million reduction in product development overhead expenses.

•  General and administrative expenses were reduced by CDN$4.5 million, or 9.3%. General and administrative expenses as a percentage of revenues increased from 13.4% in the first half of fiscal 2002 to 14.0% in the first half of this year. The increase in general and administrative expenses as a percentage of revenues is primarily due to a CDN$2.6 million adjustment to increase the amortization of property, plant, and equipment to more accurately reflect the valuation of acquired assets. Excluding this adjustment, general and administrative expenses as a percentage of revenues would have been 13.2% through the first half of fiscal 2003.

      Interest Income/ Expense. Net interest income in the first half of fiscal 2003 was CDN$500,000, compared to net interest expense of CDN$800,000 in the first half of fiscal 2002. This CDN$1.3 million improvement is primarily attributable to a reduction in bank indebtedness, which stood at CDN$20.6 million at July 31, 2001, and which was completely repaid in the second quarter last year.

      Other Income. Other income, in the net amount of CDN$2.4 million is attributable to a CDN$1.3 million gain on the sale of fixed assets and CDN$1.1 million of foreign exchange gains. In the corresponding period last year, foreign exchange gains totaled CDN$1.7 million.

      Income before Income Taxes. Income before income taxes was CDN$55.8 million in the first half of fiscal 2003, compared to CDN$59.5 million in the first half of fiscal 2002. Excluding the effect of net restructuring and other unusual items, income before income taxes declined by CDN$4.1 million, or 7.0%, from CDN$58.8 million in the first half of fiscal 2002 to CDN$54.7 in the first half of fiscal 2003.

      Income Taxes. The provision for income taxes was CDN$21.5 million in the first half of fiscal 2003, compared to CDN$25.4 million in the corresponding period last year. Our effective tax rate was 38.6% in the first half of fiscal 2003, compared to 42.7% in the corresponding period last year. Of the total CDN$21.5 million provision for income taxes recorded in the first half of fiscal 2003, CDN$16.7 million reflects utilization of income tax assets, and CDN$4.8 million represents cash taxes.

      Net Income. Net income for the first half of the year was CDN$34.3 million, or CDN$0.43 per diluted share, compared to CDN$34.1 million, or CDN$0.49 per diluted share in the first half last year. Net income as a percentage of revenues was 10.9% in the first half of fiscal 2003, compared to 9.4% in the first half of fiscal 2002.

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Comparison of Fiscal 2002 and Fiscal 2001

      Revenue. Revenue for fiscal 2002 was CDN$719.5 million, compared to CDN$837.7 million for the preceding year. Excluding from both periods revenue attributable to the publishing software business, which was sold in August 2001, the hotel software business, which was sold in March 2001, and the SmartStream Reconciliations business, which was sold in July 2000, total revenue declined by CDN$85.6 million, or 10.7%, from CDN$799.7 million in fiscal 2001 to CDN$714.1 million in fiscal 2002. Software license revenue declined by CDN$2.2 million, or 2.6%; support and services revenue declined by CDN$62.3 million, or 9.7%; and revenue from the sale of computer hardware declined by CDN$21.1 million, or 28.8%.

      Revenue in our Enterprise Applications System group was CDN$534.4 million, compared to CDN$593.9 million last year. EAS software licenses to new and existing customers declined by CDN$2.4 million, or 3.7%. Sales of licenses of the System21, Anael and Ratioplan software systems, primarily for mid-range server architectures, that are sold by our JBA subsidiary and its affiliates, declined by CDN$10.6 million. This decline was attributable to the effects in the European market of the continuing worldwide economic slowdown and related reductions in information technology spending, as well as to declining demand attributable to the maturation of the enterprise resource planning systems market generally. The decline in sales of Geac’s mid-range computer applications was partially offset by a CDN$4.5 million increase in revenue from licenses of our E Series and M Series software systems for mainframe computers, and a CDN$3.7 million increase in license revenues from client-server software systems, primarily attributable to a CDN$2.6 million sale of local government software distribution rights to Trisilco Group of Malaysia in fiscal 2002.

      Enterprise Applications System support and services revenue declined by CDN$46.2 million, or 9.7%. Of this CDN$46.2 million decline, Enterprise Applications System maintenance revenue — primarily maintenance contracts purchased by customers of our licensed software — declined by CDN$25.9 million, or 8.1%. This decline was anticipated and is due to attrition in maintenance contract renewals for mainframe (CDN$15.2 million), client-server (CDN$6.9 million), and mid-range (CDN$3.8 million) applications. Attrition in maintenance contract renewals for mainframe and client server applications reflects the maturity of those product lines and is largely attributable to customers migrating to products of Geac’s competitors that offer newer technology. Declining sales of new licenses of Geac’s Enterprise Applications Systems products in prior periods also contributed to the fiscal 2002 decline in maintenance revenues associated with those products. Other Enterprise Applications System support and services revenue — primarily professional implementation and training services — declined by CDN$20.3 million, or 12.7%, as a result of completion of engagements to convert our software applications to the euro currency. Reflecting market conditions, Enterprise Applications System hardware sales revenue declined by CDN$11.0 million, or 21.5%, with CDN$7.9 million of this decline attributable to hardware sales associated with client-server applications.

      Revenue in the Industry Specific Applications segment was CDN$185.1 million, compared to CDN$243.7 million last year. Of this total CDN$58.6 million decline, CDN$18.2 million in revenue is attributable to the sale of our publishing software business, CDN$11.6 million is attributable to the sale of our hotel software business, and CDN$2.8 million is attributable to the sale of our SmartStream Reconciliations business. Excluding revenue from the three businesses, total Industry Specific Applications revenue declined by CDN$26.0 million, or 12.6%, from CDN$205.7 million in fiscal 2001 to CDN$179.7 million in fiscal 2002. Revenue declines in Interealty (CDN$14.6 million), restaurant systems (CDN$9.9 million), and library systems (CDN$7.1 million), were partially offset by revenue increases in our businesses serving public safety agencies (CDN$3.1 million) and the property management industry (CDN$2.2 million). The decline in Interealty revenues reflects significant price pressure in the core multiple listing service application business, the continuing decline in revenue from the MLS book publishing business, which was expected, and slow adoption of Interealty’s MLXchange product. Our restaurant software business was adversely affected by the downturn in the hospitality industry in the second half of fiscal 2002. The decline in library systems revenue reflects discontinuation of a third party data subscription service and delays in the release of Vubis Smart, our next generation Internet-based

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information management system, which was introduced in April 2002. Public safety systems revenue increased by CDN$3.1 million as a result of increased software maintenance revenue and a single large implementation of our graphical interface police computer-aided dispatch system; and property management systems revenue increased by CDN$2.2 million, reflecting increasing market adoption of our next generation, Internet-based, multi-family real estate management software. These increases partly offset the declines in our other Industry Specific Applications businesses.

      Cost of Revenues. Cost of revenues was reduced by CDN$96.1 million, or 22.7%, from CDN$422.7 million in fiscal 2001 to CDN$326.6 million in fiscal 2002, and our gross profit margin increased from 49.5% in fiscal 2001 to 54.6% in fiscal 2002. Cost of software license revenues, primarily royalties paid to vendors of third-party software, was reduced by CDN$4.3 million, or 27.1%, primarily as a result of a decline in third-party software revenue. Costs of support and services, which consist primarily of personnel and related costs of our support organization, were reduced by CDN$73.1 million, or 21.1%, due to the sale of the publishing software business and reductions in personnel and associated costs to better align costs and revenues. Support and services margins increased from 48.5% to 53.2%, primarily as a result of improved utilization rates. Hardware costs were reduced by CDN$18.8 million, or 30.9%, in line with hardware revenues.

      Operating Expenses. Operating expenses were CDN$325.0 million, compared to CDN$761.8 million last year. Excluding net restructuring and other unusual items, amortization of goodwill, and amortization of other intangible assets, operating expenses were reduced by CDN$68.5 million, or 19.8%, from CDN$345.9 million in fiscal 2001 to CDN$277.4 million in fiscal 2002, and declined as a percentage of revenues from 41.3% in fiscal 2001 to 38.6% in fiscal 2002.

•  Sales and marketing expenses, which consist primarily of personnel costs and commissions, were reduced by CDN$31.4 million, or 25.2%. Of this reduction, approximately CDN$5.3 million is due to the sale of the publishing software business, and the remainder reflects personnel reductions resulting from more targeted sales efforts. Sales and marketing expenses as a percentage of revenues decreased from 14.9% in fiscal 2001 to 13.0% in fiscal 2002.

•  Product development expenses, primarily personnel costs and consultants, were reduced by CDN$24.5 million, or 20.9%, due primarily to reductions in the number of our development personnel resulting from more strategically focused and centralized product development efforts. Product development expenses as a percentage of revenues were reduced from 14.0% in fiscal 2001 to 12.9% in fiscal 2002.

•  General and administrative costs include personnel costs for executive management, finance and accounting and other administrative functions; associated overheads; and professional fees. General and administrative costs were reduced by CDN$12.6 million, or 12.1%. General and administrative costs as a percentage of revenues increased from 12.4% in fiscal 2001 to 12.7% in fiscal 2002. The year over year increase in general and administrative expenses as a percentage of revenues is primarily attributable to increased professional fees, composed of both strategic consulting and legal fees. Over the course of the next year, we will be simplifying our organizational structure and consolidating back office general and administrative functions in North America and Europe to achieve greater efficiencies.

      Net Restructuring and Other Unusual Items. Net restructuring and other unusual items were CDN$45.9 million in fiscal 2002, compared to CDN$295.9 million last year, which included a write down of CDN$171.3 million of goodwill and CDN$81.5 million of acquired software, primarily related to the acquisition of JBA. The CDN$45.9 million in net restructuring and other unusual items in fiscal 2002 included a CDN$34.5 million pre-tax provision for severance and premises rationalization related to the restructuring of the business; a CDN$5.1 million write down of assets; a CDN$5.3 million net provision for the settlement of legal claims primarily related to the JBA acquisition; a CDN$4.7 million charge for strategic planning costs; and a CDN$2.9 million charge for unamortized financing costs of a credit facility that, in light of our improved cash position, we terminated in March 2002 to avoid additional costs. These charges were partially offset by a net CDN$6.9 million reversal of excess accrued liabilities and other

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provisions relating to acquisitions and restructuring, which were recorded in prior years and which were no longer required.

      Amortization of Goodwill. Effective May 1, 2001, we adopted Statement of Financial Accounting Standards (“SFAS”) 142, which eliminates the amortization of goodwill, requires annual impairment testing of goodwill and introduces the concept of indefinite life intangible assets. We have completed a goodwill impairment review in the first quarter and again in the fourth quarter and found no impairment. Accordingly, there were no charges for amortization of goodwill in fiscal 2002, compared to CDN$58.1 million in fiscal 2001. Amortization of other intangible assets, primarily acquired software, was CDN$1.7 million in fiscal 2002, compared to CDN$61.8 million in fiscal 2001. This reduction reflects the write down of JBA software in the third quarter of fiscal 2001.

      Net Interest Expense. Net interest expense was reduced from CDN$12.6 million in fiscal 2001 to CDN$1.6 million in fiscal 2002. This CDN$11.0 million reduction is attributable to the reduction in bank indebtedness, which stood at CDN$39.4 million on April 30, 2001, and which was completely repaid in the second quarter of fiscal 2002.

      Gain on Disposal of Businesses. Gain on disposal of businesses in fiscal 2001 reflects the sale of Geac’s SmartStream Reconciliations Systems business, including assets and shares of Management Data GmbH which were acquired for the purpose of sale with the SmartStream Reconciliations business, for a net gain of CDN$96.0 million, and of Geac’s hotel software operations, for a gain of CDN$1.3 million. Gain on disposal of businesses in fiscal 2002 reflects Geac’s sale of its publishing software business, for a gain of CDN$5.1 million.

      Income Taxes. As a result of increased profitability, the provision for income taxes was CDN$30.1 million in fiscal 2002, compared to a recovery of CDN$32.9 million in fiscal 2001. Our effective tax rate for fiscal 2002 was 41.7%. Of the total CDN$30.1 million provision for income taxes recorded in fiscal 2002, CDN$9.9 million reflects utilization of income tax assets, and CDN$20.2 million represents cash taxes.

      Net Income (Loss). Net income was CDN$42.1 million, or CDN$0.56 per diluted share, compared to a loss of CDN$234.8 million, or CDN$3.78 per share, last year.

Liquidity and Financial Condition

      At October 31, 2002, cash and cash equivalents totaled CDN$69.4 million, compared to CDN$115.7 million at April 30, 2002. Excluding from the total at October 31, 2002, an increase of CDN$1.1 million from the effect of exchange rates, cash and cash equivalents declined by CDN$47.4 million in the first two quarters of fiscal 2003.

      Approximately 40% of Geac’s application software maintenance contracts typically renew on a calendar year basis, which corresponds to our third quarter. Accordingly, cash receipts from maintenance contract renewals are highest in the third quarter of the fiscal year and lowest in the first and second quarters, while maintenance revenue is recognized ratably over the year. For the first six months of fiscal 2003, cash used in operating activities was CDN$41.3 million. This use of cash in the first six months of fiscal 2003 is primarily attributable to a CDN$55.1 million reduction in accounts payable and accrued liabilities during the first six months of fiscal 2003. Of the total CDN$55.1 million reduction, which excludes the effects of changes in foreign exchange rates, CDN$25.8 million is attributable to payments associated with restructuring charges, including payments of CDN$9.3 million for legal settlement costs, CDN$11.4 million for severance charges, and CDN$5.1 million in premises restructuring costs. Geac incurred a CDN$41.3 million charge in the fourth quarter of fiscal 2002 for net restructuring and other unusual items. These restructuring efforts, which streamlined operations and reduced the size of our workforce, are expected to result in savings of approximately CDN$70 million in fiscal 2003 and CDN$86 million in fiscal 2004 and annually thereafter. As of October 31, 2002, a provision balance relating to the fiscal 2002 restructuring of CDN$20.6 million remained, which Geac expects to draw down by cash payments through the end of fiscal 2006. Other components of the year-to-date CDN$55.1 million

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reduction in accounts payable and accrued liabilities include CDN$10.6 million for accrued bonuses, commissions, and other payroll costs; CDN$5.0 million for professional fees; CDN$2.0 million for sales and property taxes; and CDN$11.7 million in other trade payables.

      For the first six months of fiscal 2003, net cash used in investing activities totaled CDN$4.5 million, compared to net cash used in investing activities of CDN$4.2 million in the first six months of fiscal 2002.

      In the first six months of fiscal 2003, net cash used in financing activities of CDN$1.5 million was due to the repayment of CDN$3.0 million in long term debt, partially offset by CDN$1.5 million in proceeds from the exercise of purchase warrants and from the issuance of common shares from the employee stock purchase plan. In the first six months of fiscal 2002, net cash provided by financing activities was CDN$6.4 million. In addition to CDN$24.8 million in net proceeds from the sale of six million common shares on September 27, 2001, cash provided by financing activities in the first six months last year reflects CDN$17.9 million in net proceeds from the sale of 10 million special warrants at a price of CDN$2.00 per special warrant in the first quarter of fiscal 2002. Each special warrant was exercisable for one common share plus one half of a common share purchase warrant. The special warrants were fully exercised on August 1, 2001. Each full purchase warrant entitled the purchaser to acquire one common share of Geac for CDN$2.75 at any time within 18 months of June 29, 2001. Of the five million purchase warrants, 525,000 were exercised in the second quarter of fiscal 2003. In total the issuance of common shares and special warrants generated CDN$42.8 million in the first six months of fiscal 2002, which was used to fund working capital requirements and to repay bank indebtedness.

      Deferred revenue is composed of deferred maintenance and support revenues, which are recognized ratably over the term of the related maintenance agreement — normally one year — and deferred professional services revenue, which is recognized as such services are performed. Approximately 40% of our maintenance and support contracts renew on a calendar year basis, which corresponds to the third quarter of our fiscal year; accordingly, cash receipts and deferred revenue balances are highest in the third quarter of the fiscal year, while support revenue is recognized ratably over the year and services revenue is recognized as services are performed. Excluding the effect of changes in foreign exchange rates, deferred revenue, declined by CDN$59.1 million, or 29.7%, in the first six months of fiscal 2003. During the comparable period last year, deferred revenue declined by CDN$71.2 million, or 29.1%.

      The value of long-term debt (including the current portion), composed of real property mortgages and capital leases, was reduced by CDN$2.0 million, from CDN$11.9 million at the end of fiscal 2002 to CDN$9.9 million at the end of the second quarter of fiscal 2003. This CDN$2.0 million reduction reflects repayments of CDN$3.0 million, offset by a CDN$1.0 million increase from the effect of changes in foreign exchange rates.

      Geac estimates that the maximum amount of cash necessary to finance the payment of the merger consideration to Extensity stockholders, assuming all such stockholders elect to receive cash in the merger, is approximately CDN$70.9 million. Geac believes that its cash and cash equivalents, and the cash and cash equivalents and short-term investments of Extensity, will be sufficient to finance this potential cash requirement, and that its cash reserves and liquidity will be adequate even if all Extensity stockholders elect to receive cash in the merger.

Commitments Not Reflected in the Balance Sheet

      Geac does not have derivative financial instruments or any equity interests in unconsolidated companies or any other business arrangements related to the foregoing, which would have a material effect on the assets and liabilities of Geac at October 31, 2002.

      As disclosed in note 12 to our audited consolidated financial statements, Geac has commitments that are not reflected in its balance sheet. These commitments include operating leases for office equipment and premises, and letters of credit, bank guarantees, and performance bonds that are routinely issued on behalf of insurance companies and other third parties in connection with outstanding performance contracts, primarily with public sector customers. Geac does not have any other business arrangements, derivative

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financial instruments, or any equity interests in unconsolidated companies that would have a material effect on the assets and liabilities of the Company at October 31, 2002.

Market Risk

      Financial instruments included in our consolidated balance sheets consist of cash and cash equivalents, accounts receivable, unbilled receivables, bank indebtedness, accounts payable and accrued liabilities and long-term debt. We treat financial instruments in accordance with the following principles:

•  Fair values of financial assets and liabilities — the fair values of accounts receivable, unbilled receivables, bank indebtedness, accounts payable and accrued liabilities are equivalent to their carrying value because of the short-term maturity of those instruments. There is currently no significant difference between the carrying value and the fair value of long-term debt. We are not a party to any significant derivative instruments.

•  Credit risk — we are subject to credit risk associated with both billed and unbilled receivables and cash and cash equivalents. Receivables are with customers in many diverse industries and are subject to normal industry credit risks. We place our temporary excess cash in high quality short-term financial instruments issued or guaranteed by major financial institutions in the countries in which we operate or in similar low risk instruments.

•  Interest rate risk — we are subject to relatively small interest rate risk on existing long term indebtedness. We will be subject to interest rate risk on our senior secured credit facility. The senior secured credit facility will bear interest at a variable rate based on a margin over the prime rate or LIBOR, as the case may be.

•  Foreign exchange risk — we are subject to foreign exchange risk because most of our business is transacted in currencies other than Canadian dollars. Accordingly, most of our balance sheet amounts, including financial instruments as defined above, are denominated in foreign currencies.

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GEAC MANAGEMENT

Directors and Executive Officers

      The name, age and position of each of Geac’s executive officers and directors are as follows:

Name	Age		Position
Charles S. Jones		54	Chairman of the Board of Directors
Paul D. Birch		44	President and Chief Executive Officer and Director
Hema Anganu		41	Treasurer
Arthur Gitajn		50	Chief Financial Officer
Joyce Koenig		45	Vice President, Strategic Financial Analysis
James J. McDevitt		43	Vice President and General Manager, Industry Specific Applications
Bertrand Sciard		49	Managing Director, Geac Enterprise Solutions, Europe
John L. Sherry, III		47	Senior Vice President, Marketing and Strategic Alliances
Craig C. Thorburn		42	Senior Vice President, Mergers & Acquisitions, and Corporate Secretary
James M. Travers		51	Senior Vice President; President, Geac Enterprise Solutions, Americas
Timothy J. Wright		38	Senior Vice President and Chief Technology Officer and Chief Information Officer
Thomas I.A. Allen, Q.C.		62	Director
David Friend		54	Director
C. Kent Jespersen		57	Director
Pierre MacDonald		66	Director
Michael D. Marvin		57	Director
William G. Nelson		68	Director
Robert L. Sillcox		71	Director

      Charles S. Jones was first elected to Geac’s board of directors in September 1997. Mr. Jones has served as Chairman of Geac’s board of directors since November 2000. Mr. Jones is the Chairman and co-founder of First Funding Corporation, an investment firm based in Stamford, Connecticut, where he has worked since 1984. Currently, Mr. Jones serves as a director of Farrel Corporation and a number of diverse companies, from an industrial equipment manufacturer to a computer games designer and publisher.

      Paul D. Birch has been Geac’s President and Chief Executive Officer since December 2001. From May 2001 until December 2001, Mr. Birch served as Geac’s Chief Operating Officer and Chief Financial Officer. He was elected to Geac’s board of directors in September 2000. Mr. Birch also served as President of Geac Enterprise Solutions, Americas from May 2001 until August 2002. From March 2000 until he joined Geac as an executive, Mr. Birch was a director, Chief Operating Officer and Chief Financial Officer of Escher Group Limited, a provider of peer-to-peer messaging management solutions and services. From February 1991 to February 2000, prior to joining Escher, Mr. Birch was a director, Executive Vice-President of MRO Software, Inc., a US-based global software application developer and marketer. Prior to joining MRO, Mr. Birch served with PricewaterhouseCoopers in Boston, Massachusetts and Arthur Andersen in London, England.

      Hema Anganu was appointed Geac’s Treasurer in September 1999. Prior to that appointment, Ms. Anganu served as Geac’s Director, Financial Reporting & Analysis from 1998 to 1999, Controller, Corporate Finance from 1996 to 1998, and Manager, Corporate Finance from 1991 to 1996.

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      Arthur Gitajn has served as Geac’s Chief Financial Officer since December 2001. From May 2001 to December 2001, he was Geac’s Vice President and Corporate Controller. Prior to that appointment, Mr. Gitajn was Vice President, Finance for North American Verticals from February 1999 to April 2001. Prior to joining Geac, he was Director of Financial and Information Technology Services for the City of Alexandria, Virginia, where he served from 1986 to 1999.

      Joyce Koenig has been Geac’s Vice President, Strategic Financial Analysis, since she joined Geac in January 2002. Previously, Ms. Koenig worked at MRO Software, Inc. Most recently, Ms. Koenig served as Director, Financial Analysis & Purchasing at MRO, from 1996 to 2001.

      James J. McDevitt became Geac’s Vice President and General Manager, Industry Specific Applications in December 2002. From July 2000 until this appointment, Mr. McDevitt served as chief financial officer at Clarus Corporation, a procurement solutions provider. Prior to working at Clarus Corporation, Mr. McDevitt held numerous financial and management positions since August 1997 with Geac Enterprise Solutions.

      Bertrand Sciard has been Geac’s Managing Director, Geac Enterprise Solutions, Europe since he joined Geac in 1999 in connection with Geac’s acquisition of JBA. Mr. Sciard served as Managing Director at JBA from 1997 to 1999. From 1994 to 1997, Mr. Sciard served as Chief Executive Officer of Presys Instruments, Inc. Prior to his work at Presys, Mr. Sciard spent 17 years at IBM where he held a variety of senior international positions, most recently Commercial Director.

      John L. Sherry, III has served as Geac’s Senior Vice President, Marketing and Strategic Alliances since February 2002. Prior to joining Geac, he served in 2001 as Senior Vice President, Marketing and Business Development for ViryaNet, a publicly held software company providing workforce management solutions for field service operations. From 1999 to 2001, Mr. Sherry served as Vice President, Marketing for Excelergy, a venture backed company providing software to the deregulating energy and utilities industries. From 1996 to 1999, he served as Executive Director of Marketing for the Kenan Systems unit of Lucent Technologies.

      Craig C. Thorburn has served as Geac’s Senior Vice President, Mergers & Acquisitions, and Corporate Secretary since December 2001. Mr. Thorburn has also been with the Toronto office of Blake, Cassels & Graydon LLP since 1985, where he became a partner in 1993 and where he continues his practice involving mergers and acquisitions, and business and regulatory law. Mr. Thorburn is also a director of Vivendi Universal Exchangeco Inc.

      James M. Travers joined Geac as Senior Vice President and President, Geac Enterprise Solutions Americas, in August 2002. Before joining Geac, Mr. Travers served from December 2000 to April 2001 as Interim President and Chief Executive Officer of Agillion, Inc., a provider of real-time customer collaboration and content management solutions. From January 1995 until it was acquired by Peregrine Systems in June 2000, Mr. Travers served in several senior management positions, most recently as President and Chief Executive Officer, with Harbinger Corporation, a provider of e-commerce solutions.

      Timothy J. Wright was appointed as Geac’s Senior Vice President, Chief Technology Officer and Chief Information Officer in January 2003. Prior to joining Geac, Mr. Wright served for just over three years as Senior Vice President, Chief Technology Officer and Chief Information Officer at Terra Lycos, a major provider of Internet access and content to several million subscribers worldwide. Prior to working at Terra Lycos, Mr. Wright spent seven years at The Learning Company, a major provider of consumer and education software, until it was acquired by Mattel in mid-1999.

      Thomas I. A. Allen, Q.C. was first elected to Geac’s board of directors in September 1999. He is the Chairman of the Accounting Standards Oversight Council of Canada and is a member of the Advisory Board of the Office of the Superintendent of Financial Institutions of Canada. Mr. Allen has been a partner at the law firm of Ogilvy Renault since October 1996. Mr. Allen is a director of the following public corporations: Bema Gold Corporation, YM Biosciences Inc., Middlefield Bancorp Limited, Mundoro Mining Inc., Acacia Capital Corporation, Asia Broadband, Inc. and Unisphere Waste Conversion Limited.

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      David Friend has been one of Geac’s directors since October 2001. Mr. Friend is the Chairman of Sonexis, Inc., a telecommunications software and platform provider, a company he founded in June 1999. Prior to founding Sonexis, he was the Chairman and co-founder of FaxNet Corporation, a supplier of messaging services to the telecommunications industry, where he served from January 1995 to May 1999. Prior to founding FaxNet, Mr. Friend founded Pilot Software, Inc., a software company based in Cambridge, Massachusetts, where he served from November 1983 to November 1994. Mr. Friend is an active venture investor and serves on the board of directors of HealthGate Data Systems, Inc.

      C. Kent Jespersen was first elected to Geac’s board of directors in October 2001. Mr. Jespersen has been the Chairman of La Jolla Resources International Ltd., an international business advisory and investment company, since 1998. From 1994 to 1998, Mr. Jespersen held the positions of President of NOVA Gas International Ltd., President and Chief Executive Officer Elect of NOVA Energy Services, President of NOVA Gas Services Ltd., and Senior Vice President, Corporate Development of NOVA Corporation. Mr. Jespersen currently serves as the Chairman of the board of directors of CCR Technologies Ltd. and is Chairman Emeritus of Institute of the Americas of La Jolla, California. He also serves as a director of Telesystems International Wireless Inc., BPO Properties Ltd., Axia NetMedia Corporation, Bow Valley Energy Ltd., Matrikon, Inc., Ryan Energy Ltd. and Inventronics, Inc.

      Pierre MacDonald was first elected to Geac’s board of directors in September 1999. Since March 1995, Mr. MacDonald has served as Chairman and Chief Executive Officer of MacD Consult Inc., a group of consultants in international finance and marketing. Since May 2000, Mr. MacDonald has served as the Vice-Chairman of the board of directors of the Export Development Corporation, a Crown corporation that operates as a financial institution devoted exclusively to providing trade finance services in support of Canadian exporters and investors in up to 200 countries. Mr. MacDonald began serving as a director of Export Development Corporation in August 1995.

      Michael D. Marvin was appointed to Geac’s board of directors in August 2001. Mr. Marvin is the founder and Chairman Emeritus of MapInfo Corporation, a software technology company specializing in location based solutions and services that help businesses better understand their customers and markets. Mr. Marvin was the Chairman of MapInfo from 1992 until January 2001.

      William G. Nelson was first elected to Geac’s board of directors in September 1988. He served as Chairman of Geac’s board of directors from June 1996 to October 2000, and as Geac’s President and Chief Executive Officer from September 1996 to April 1999. Mr. Nelson has served as Chief Executive Officer of Clarendon Capital Inc., an investment banking and consulting firm, since June 1995. Mr. Nelson has been the Chairman of the board of directors of Harris Business Group, Inc. since 1990 and the Chairman of the board of directors of Repository Technologies Inc., a computer software company, since 1999. Mr. Nelson is also a director of Manugistics Group, Inc., a provider of intelligent supply chain optimization solutions for enterprises and evolving eBusiness trading networks, HealthGate Data Corp., a provider of eHealth Internet solutions for hospitals and healthcare enterprises, and Catalyst International Inc., a global provider of software and services for warehouse management.

      Robert L. Sillcox was appointed to Geac’s board of directors in August 2001. Mr. Sillcox is the Chairman of Quant Investment Strategies Inc., an investment firm specializing in providing quantitative investment strategies to institutions. He has held this position since he co-founded the firm in 1998. Mr. Sillcox is currently also a director of a Canadian chartered bank, Glenmount International, L.P.I., an industrial technology private equity partnership, and Helpcaster Technologies Inc., a software technology company.

Executive Compensation

      The following table sets out information concerning the compensation earned from Geac and any of Geac’s subsidiaries for the fiscal years ended April 30, 2002, 2001 and 2000 by Geac’s Chief Executive Officer, former Chief Executive Officer and Geac’s other four most highly compensated executive officers for the fiscal year ended April 30, 2002 (collectively, the “Named Executive Officers”).

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      Excluded from reference are perquisites and other personal benefits which do not exceed the lesser of CDN$50,000 or 10% of the total of the annual salary and bonus for any of the Named Executive Officers. Where compensation was paid other than in Canadian dollars during a fiscal year, the amount has been converted to Canadian dollars at the average exchange rate prevalent during that fiscal year.

Summary Compensation Table

									Long-term
									compensation
									Awards
				Annual compensation					Securities
		Fiscal							underlying		All other
Name and principal position		Year		Salary($)		Bonus($)			options(#)		compensation
		(Canadian dollars)
Paul D. Birch(1)			2002	$	413,980	$	320,031			1,000,000		—
	President and Chief Executive Officer;		2001		—		—			—		—
	President, Geac Enterprise Solutions,		2000		—		—			—		—
	Americas
John E. Caldwell(2)			2002	$	542,299	$	2,715,580	(3)		—		—
	Former President and Chief Executive		2001		300,613		—			100,000		—
	Officer		2000		—		—			—		—
Arthur Gitajn			2002	$	262,226	$	259,356			100,000		—
	Chief Financial Officer		2001		196,482		—			35,000		—
			2000		187,999		44,091			—		—
Michael Harris(4)			2002	$	325,000	$	104,000			100,000		—
	Former President, Industry Specific		2001		300,000		—			225,000		—
	Applications		2000		219,109		128,000			75,000		—
Graeme Riley(5)			2002	$	243,090	$	545,322	(6)		50,000		—
	Former Managing Director, Geac		2001		227,782	$	49,698			35,000		—
	Enterprise Solutions, Asia Pacific		2000		145,377	$	26,839			95,000	$	9,160	(7)
Bertrand Sciard			2002	$	397,145	$	1,277,502	(8)		125,000		—
	Managing Director, Geac Enterprise		2001		369,957		—			135,000	$	29,368	(9)
	Solutions, Europe		2000		365,994		197,823			135,000		385,291	(10)

(1)	Mr. Birch joined Geac on September 12, 2000 as a member of the Board of Directors. On May 30, 2001, Mr. Birch was appointed Chief Operating Officer and Chief Financial Officer of Geac. On December 5, 2001, Mr. Birch was appointed President and Chief Executive Officer of Geac. The options set forth above do not include 40,000 options granted to Mr. Birch on September 25, 2000 in connection with his appointment as a Director of Geac and prior to his appointment as an executive Officer of Geac. Mr. Birch ceased to be President, Geac Enterprise Solutions, Americas on August 6, 2002 when Mr. James M. Travers was appointed to this position.
(2)	Mr. Caldwell joined Geac on October 2, 2000 as a member of the Board of Directors. On November 3, 2000, Mr. Caldwell was appointed as the interim President and Chief Executive Officer of Geac. On December 8, 2000, Mr. Caldwell was appointed as the President and Chief Executive Officer of Geac. On December 4, 2001, Mr. Caldwell resigned as President, Chief Executive Officer and Director of Geac. Pursuant to his employment agreement with Geac, Mr. Caldwell’s salary will continue to be paid until October 19, 2002.
(3)	Consists of a one-time bonus which was payable to Mr. Caldwell pursuant to his employment agreement, provided that his employment by Geac had not been terminated voluntarily by him prior to November 1, 2001 or by Geac for just cause prior to January 15, 2002.
(4)	Mr. Harris’s employment with Geac terminated on June 18, 2002.
(5)	Mr. Riley’s employment with Geac terminated on November 30, 2002.

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(6)	During the fiscal year ended April 30, 2002, the financial performance benchmark on which Mr. Riley’s bonus was based improved from a significant loss to a significant gain over the previous fiscal year, resulting under the formula in the bonus amount.
(7)	This amount represents payment for accrued vacation.
(8)	During the fiscal year ended April 30, 2002, the financial performance benchmark on which Mr. Sciard’s bonus was based improved by approximately 535% over the previous fiscal year, resulting under the formula in the bonus amount.
(9)	This amount represents payment for accrued vacation.

(10)  This is the amount realized by Mr. Sciard on the exercise of stock options granted by JBA Holdings Plc prior to its acquisition by Geac.

Employment Agreements

      Geac entered into an employment agreement with Charles S. Jones, Chairman of the Board of Geac, dated December 4, 2001. Pursuant to the agreement, Mr. Jones receives a salary of US$250,000, subject to annual review, plus a bonus determined at the discretion of Geac’s board of directors based upon Geac’s financial performance. The agreement provides that if Geac terminates his employment without cause, Mr. Jones is entitled to vesting of unvested options and to severance payments. In the event of a change of control and a change affecting employment (defined to include any change reducing annual compensation or the nature of status of employment) within 12 months of a change of control, Mr. Jones may resign and is then entitled to severance as described above.

      Geac entered into employment agreements with Paul Birch as Chief Operating Officer and as President of Geac Enterprise Solutions, Inc. These agreements were not changed when Mr. Birch was appointed President and Chief Executive Officer of Geac other than to increase the aggregate salary from US$300,000 to US$350,000. The agreement with Mr. Birch as Geac’s Chief Operating Officer provides for a salary of US$50,000 with a target bonus of US$25,000, subject to Geac’s achievement of a specified level of EBITDA, which Geac defines as earnings before interest, taxes, depreciation and amortization and before net restructuring charges and other unusual items and discontinued operations. The agreement with Mr. Birch as President of Geac Enterprise Solutions Inc. provides for a salary of US$300,000 and a target bonus of up to US$225,000, subject to Geac’s achievement of a specified EBITDA threshold. In the event that Mr. Birch’s employment with Geac Enterprise Solutions or with Geac is terminated without cause, he is entitled to receive a lump sum termination payment in an amount equal to the applicable base salary, plus either the average of the bonuses paid or payable to him with respect to each of the three preceding years or, if he has been employed for fewer than three years, the average of the bonuses paid with respect to each of the years in which he has worked for Geac Enterprise Solutions or for Geac, as applicable. In the event of a change of control and a change affecting employment within 12 months of a change of control, Mr. Birch may resign and is then entitled to severance equal to the termination payment. On August 6, 2002, Mr. Birch ceased to be President of Geac Enterprise Solutions, when James M. Travers was appointed to that position. This change in his responsibilities will not result in the payment of any severance benefits under the foregoing agreements.

      Geac entered into an employment agreement with Arthur Gitajn setting forth his remuneration. Mr. Gitajn receives an annual base salary of CDN$225,000 and a target performance-based bonus of 35% of base salary, based on Geac’s EBITDA. This agreement was amended upon Mr. Gitajn’s appointment as Chief Financial Officer of Geac to provide for an annual salary of CDN$137,500 plus US$91,667 and a target performance-based bonus of 40% of base salary for the first half of fiscal 2002 and 80% of base salary for the second half of fiscal 2002, based on Geac’s EBITDA. In the event that Mr. Gitajn’s employment is terminated without cause, he is entitled to receive a lump sum payment equal to 100% of his salary and bonus. In the event of a change of control and a change affecting employment within 12 months of a change of control, Mr. Gitajn may resign and is then entitled to severance equal to 125% of his salary and bonus.

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      Geac entered into various letter agreements with Mr. Riley, its former Managing Director, Geac Enterprise Solutions, Asia Pacific, whose employment with Geac terminated on November 30, 2002. Under those agreements, Mr. Riley was entitled to a salary of AUS$300,000 and a target performance-based bonus. The bonus payments were based on specified performance thresholds and were calculated as a percentage of base salary, ranging from a 50% bonus upon achievement of 90% of the performance target to a 250% bonus upon achievement of 115% of the performance targets; provided, however, that there is no cap on the 2002 bonus. Upon the termination of Mr. Riley’s employment, he became entitled to a lump sum payment equal to 100% of his current base salary.

      Geac has entered into an employment agreement with Mr. Sciard setting forth his remuneration, including salary, annual performance bonus, stock options, vacation entitlement and car allowance. Mr. Sciard receives an annual salary of 1,820,000 French francs with a target performance-based bonus. If Mr. Sciard’s employment is terminated by Geac without cause, or in the event of a change of control or a change affecting employment, Mr. Sciard is entitled to a severance payment equal to eighteen months of his salary plus an amount equivalent to the bonus received in the previous year.

Other Related Party Transactions

      On June 29, 2001, as part of a larger offering of 10,000,000 special warrants by Geac at CDN$2.00 per special warrant, Paul Birch, who is Geac’s President and Chief Executive Officer and a director of Geac, purchased 250,000 special warrants and William G. Nelson, also a director, purchased 1,000,000 special warrants. These purchases were made on the same terms as those made by arms-length purchasers in the same offering. Each special warrant entitled the holder thereof to acquire one common share and one half of one common share purchase warrant at no additional cost. On August 1, 2001, Geac issued 10,000,000 common shares and 5,000,000 purchase warrants upon the automatic exercise of the special warrants, of which 250,000 common shares and 125,000 common share purchase warrants were issued to Mr. Birch and 1,000,000 common shares and 500,000 common share purchase warrants were issued to Mr. Nelson. Each purchase warrant entitles the holder to purchase one common share at any time up to and including December 30, 2002 at CDN$2.75 per share subject to certain adjustments.

      Thomas Allen, one of Geac’s directors, is a partner of Ogilvy Renault, a law firm which provides legal services to Geac at the firm’s normal rates. Geac paid Ogilvy Renault a total of CDN$2,784 in fiscal 2000, CDN$392,701 in fiscal 2001 and CDN$131,083 in fiscal 2002 for legal services.

      Craig Thorburn, Geac’s Senior Vice President, Mergers & Acquisitions, and Corporate Secretary, is a partner of Blake, Cassels & Graydon LLP, a law firm which provides legal services to Geac at the firm’s customary rates. Geac paid Blake, Cassels & Graydon LLP nothing in fiscal 2000, CDN$24,328 in fiscal 2001 and CDN$1,686,458 in fiscal 2002 for legal services, inclusive of taxes.

      Charles Jones, Chairman of the Board of Geac, is the Chairman of First Funding Corporation, which provides administrative services to Mr. Jones in his capacity as Geac’s Chairman. First Funding Corporation was compensated for such administrative services at a rate of US$3,000 per month from November 1, 2000 to December 1, 2001.

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT OF GEAC

      The following table provides information about the beneficial ownership of Geac’s common shares as of December 13, 2002 by:

•  each person known by Geac to own beneficially more than five percent of Geac’s common shares;

•  each of Geac’s directors;

•  each of Geac’s named executive officers who will continue to serve in that capacity after the merger; and

•  all of Geac’s current executive officers and directors as a group.

      Beneficial ownership includes any shares for which a person has sole or shared voting power or investment power and any shares of which the person has the right to acquire beneficial ownership within 60 days after December 13, 2002 through the exercise of any option or otherwise. All shares included in the “Right to acquire” column represent shares subject to outstanding stock options exercisable within 60 days after December 13, 2002. Except as noted below, Geac believes that the persons named in the table have sole voting and investment power with respect to the shares of common stock set forth opposite their names. The inclusion of shares listed as beneficially owned does not constitute an admission of beneficial ownership. Percentage of beneficial ownership is based on 78,704,942 common shares outstanding as of December 13, 2002. The information as to each person has been furnished by such person.

	Number of shares beneficially owned
							Percent
	Outstanding		Right to		Total		beneficially
Name	shares		acquire		number		owned
Charles S. Jones		22,240		646,000		668,240		0.8	%
Paul D. Birch		300,000		405,000		705,000		0.9	%
Arthur Gitajn		7,010		62,500		69,510		0.1	%
Bertrand Sciard		—		233,750		233,750		0.3	%
Thomas I.A. Allen, Q.C.		—		75,000		75,000		0.1	%
David Friend		10,000		20,000		30,000		*
C. Kent Jespersen		1,580		20,000		21,580		*
Pierre MacDonald		1,950		75,000		76,950		0.1	%
Michael D. Marvin		60,000		20,000		80,000		0.1	%
William G. Nelson		1,300,000		1,104,000		2,404,000		3.0	%
Robert L. Sillcox		5,000		20,000		25,000		*
All directors and executive officers as a group (18 persons)		1,735,393		2,746,500		4,481,893		5.5	%

*  Less than 0.1%.

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EXTENSITY BUSINESS

Overview of Extensity

      Extensity provides a financial employee relationship management solution for the automation of employee-based financial processes. Extensity’s suite of software applications allow employees to plan business travel, file expense reports, request and approve indirect purchases, and capture time for project and payroll management. At the same time, the application enforces business policy and the use of preferred vendors. Extensity also provides reporting and analytics that leverage the collected data for vendor negotiation, policy control, and improved employee and resource utilization. A major portion of corporate spending is widely dispersed amongst employees making purchases as part of their day-to-day responsibilities. By automating these complex business processes through the use of Extensity’s suite, companies can benefit from the centralized control of employee-initiated corporate spending.

      Extensity’s applications are available as licensed software or as a hosted solution. Regardless of a customer’s choice of deployment, Extensity integrates with enterprise resource planning applications and other information technology systems. Furthermore, Extensity’s software architecture allows its applications to be accessed by all employees through any computer with a web browser connected to the Internet. The Extensity software may also be accessed from a computer, such as a laptop, temporarily disconnected from the network.

      Extensity’s customers include Allianz, A.T. Kearney, Aventis, Cisco Systems, Merck and Office Depot. Extensity targets Global 2000 corporations who are seeking to realize cost savings through automation. Extensity’s mission is to save customers money by automating all employee-based financial processes in a single, consolidated solution that provides efficiency, control, and effectiveness through analytics.

Extensity Products and Services

Integrated Suite for Employee Relationship Management

      Extensity provides an employee relationship management solution for the automation of employee-based financial processes. Extensity’s application suite currently includes Extensity Expense Reports, Extensity Travel Plans, Extensity Timesheets and Extensity Procurement. In addition, the suite includes a system administration tool designed for use by business professionals, rather than information technology staff, and an optional reporting and analysis module.

      All applications are launched within a universal interface called Extensity Connect. This gateway to the Extensity suite provides an inbox summary, access to all Extensity applications, personal reports on items such as unattached credit card transactions, and links to external content and services, such as online travel booking or product catalogs. All Extensity applications share a consistent and easy-to-use, browser-based graphical user interface. The applications also share a common underlying technology architecture and a common data model, which allows them to work together and share information. In addition, Extensity’s applications are universally accessible, allowing employees to work anywhere through a computer with a web browser connected to the Internet or a computer temporarily disconnected from the network.

      Extensity’s application suite provides comprehensive data regarding spending, suppliers, policy violations and resource utilization. Extensity offers a business intelligence solution that transforms its data into valuable information for proactive business management. By consolidating data from Extensity’s expense reporting, travel, procurement and time capture modules into its central reporting database, Extensity’s analytics solution can measure and analyze all employee-initiated corporate spending.

Extensity Expense Reports

      Extensity Expense Reports is a full-featured application providing automation of the entire expense reporting process. Extensity Expense Reports brings accuracy, efficiency and control to this process. Using

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Extensity Expense Reports, employees, whether operating as a remote, off-line or local user, can quickly and easily create an expense report. This process is expedited and made more accurate through the use of online credit card data for automatic data entry. Compliance to business policy is checked as users create the expense reports. Compliant reports can be automatically approved so only noncompliant reports are routed to managers for approval. In reviewing noncompliant reports, managers need only focus on highlighted exceptions.

      Similarly, the accounting team spends less time re-keying data and auditing expense reports and more time analyzing travel and entertainment expense data for increased cost-savings. Employees can receive reimbursement rapidly through seamless integration with the organization’s financial, payroll and human resources systems.

Extensity Procurement

      Extensity Procurement automates and optimizes the requisitioning of nonproduction goods and services while enforcing a company’s procurement policies. Through Extensity Procurement, employees can access their company’s own purchasing catalog, or “punch out” to partner sites. The application is designed to minimize rogue purchasing and to ensure usage of preferred vendors for volume discounts. Corporate expenditure policies are automatically applied, approvals are accelerated and employees can have their orders fulfilled in a fraction of the time required for paper-based procurement. Extensity Procurement centrally captures key purchasing information that can be analyzed to continually evaluate and improve the procurement processes for further optimization and savings. Through automation, Extensity Procurement significantly reduces time-consuming administrative tasks, freeing purchasing professionals to focus on more strategic activities such as reducing redundant sources, selecting better vendors and negotiating contracts.

Extensity Timesheets

      Extensity Timesheets enables quick and accurate time capture for both project management and payroll automation. Timesheets allows employees to capture their hours and paid time off efficiently and accurately so managers and payroll professionals can focus on more strategic activities, as opposed to gathering, entering or verifying employee time data. For professional services organizations that bill clients, Extensity Timesheets streamlines processes to ensure timely and accurate client billing, which helps companies reduce write-offs and enhance cash flow. Users can quickly identify charge codes with an easy-to-use project code chooser. Extensity Timesheets centralizes time information so project managers can leverage critical data to evaluate project profitability, as well as employee/resource utilization. For organizations with large numbers of non-exempt employees, Extensity can be used to automatically calculate overtime and feed that information to the payroll system with no need for additional data entry. In addition, all companies can benefit from Extensity Timesheets’ ability to capture employee paid time off, eliminating payroll data entry and increasing the accuracy of paid time off reporting. Extensity Timesheets integrates with existing financial systems, as well as with Extensity Expense Reports and Extensity Procurement to ensure accurate pictures of project performance, bill-back to clients, and total employee and departmental spending.

Extensity Travel Plans

      Extensity Travel Plans automates the planning, approval and procurement process for corporate travel. The application enables users to plan and book business travel through a streamlined method that enforces corporate travel policies before travel expenses are incurred. Extensity Travel Plans provides an immediate link to information and resources needed by a business traveler, such as corporate travel policies, online booking systems and general travel information resources. Managers can easily review travel plans, as corporate travel policies are enforced at the trip-planning stage. Extensity Travel Plans can be seamlessly integrated with Extensity Expense Reports for an end-to-end business travel solution. Working in tandem, Extensity Expense Reports and Extensity Travel Plans offer an efficient and accurate travel management system. Together, the two applications provide a seamless flow of information, from pre-trip planning to

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post-trip expense reimbursement and give managers a comprehensive view of projected and actual costs for variance analysis.

Extensity System Administrator Tool

      The Extensity System Administration Tool is an application designed to allow the business users within an organization to maintain the Extensity suite, minimizing reliance on the internal information technology staff or outside consultants. The interface is graphical and easy to use. Single or multiple administrators can be created for various departments, groups or functional areas. All systems changes are recorded in an audit log for further security.

Extensity Business Intelligence

      Extensity’s applications capture a wide range of corporate and employee data, with far more detail than is typically contained in a financial system of record. Extensity’s business intelligence strategy is two-fold: real-time reporting accessible to all users and business intelligence tools for business analysts. Through Extensity’s Extensity Connect interface, its users can access reporting on everyday items such as unattached credit card transactions or delinquent or unapproved timesheets. For business analysis, Extensity has partnered with Business Objects, a respected leader in business intelligence, to provide world-class business intelligence. With these choices, Extensity provides organizations with comprehensive analytics that transform its data into valuable information for vendor negotiation, policy compliance and enforcement, and proactive business management.

Services

      Extensity offers customers a comprehensive selection of implementation services, support and training. Extensity’s professional services organization consisted of 48 professionals as of December 31, 2002.

Implementation

      Implementation typically requires tailoring of business rules, configuration of workflow, integration of customer data, and integration with one or more financial systems, a human resources system and an external corporate credit card system. Extensity provides a highly configurable solution, and customers can choose from a range of services, including its Extensity Advantage Best-Practices Implementation. Extensity Advantage delivers a targeted 90-day implementation utilizing Extensity’s experience working with global customers to configure a solution that can be delivered quickly and inexpensively, without sacrificing functionality or control. Implementations are performed by Extensity’s professional services organization or a system integrator partner and are typically billed based on a daily rate.

Customer Support and Maintenance

      Extensity provides support and maintenance services for each customer to whom it licenses an application. Extensity offers three different support options for its workforce management applications, so customers can choose the level of support that best fits their business needs and resources. Extensity has named its three support levels, Operations Support, Enterprise Support, and Mission Critical Support. Support and maintenance contracts are required for one year and can be renewed by the customer thereafter. Extensity’s customer support staff provides timely and accurate resolution of customer inquiries and is available via telephone, e-mail and fax. Extensity also provides Extensity eSupport, a self-service Internet support option. Customers who choose Mission Critical Support, Extensity’s most comprehensive support level, receive support services 24 hours per day, seven days per week.

Training

      Extensity offers a comprehensive set of training and learning tools. The training curriculum covers application features for all users, prepares company trainers to redeliver the training, and teaches the application administrators — accounting personnel, help desk staff and implementation teams — how to

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modify the dynamic aspects of the applications. Training is conducted at Extensity’s training facilities, the customer site or via Web broadcast. Extensity also offers Web-based reference tools, which can be used for self-paced training.

Technology

      Extensity’s applications are fully standards-based, designed for the Internet and built upon an underlying architecture that is written in Java. Extensity’s applications run on standard Web browsers and servers and support leading relational database management systems, including Oracle, Sybase, Microsoft SQL Server and IBM DB2. The multi-tier architecture connects browser-based applications to application servers and to the database through a corporate local area network, wide area network, intranet or secure Internet connection. Extensity’s technology performs messaging between clients and the application engine in real time over transmission control protocol/ internet protocol (TCP/IP), the suite of communications protocols used to connect hosts on the Internet, and makes database connections via standard Java database drivers. Extensity’s applications are inherently scalable, due to its multi-tier architecture employing thin clients, multi-threaded application servers and relational databases. In addition, Extensity’s Java-based architecture enables it to operate across multiple platforms within an organization, including Windows 95, 98 or NT, Macintosh, Solaris and Palm operating systems. Extensity’s most recent release, Extensity 6, includes many technological advances, including moving to Java 2, the utilization of Java WebStart, and the addition of Connect portlets. Java 2 allows Extensity to make great strides in scalability and usability, while JavaWebStart will enable Extensity applications to run independent of a browser and enable automatic updates to be pushed to the user seamlessly upon each connection with the server. New portlets, available through Extensity’s Connect HTML interface, allow for access to real-time reports on user specific data, such as unattached credit cards.

The Extensity Architecture

      Building on a standards-based foundation, Extensity has designed a component-based application infrastructure composed of readily configurable business rules, a workflow system and advanced data management capabilities. Each of these core elements plays a crucial role in deploying enterprise-wide solutions that can model a company’s unique policies and processes, manage key business functions and scale to meet the needs of an organization of any size.

Business Rules System

      Extensity’s business rules system allows each of its applications to be configured so that companies can effectively monitor their processes and policies. This system is also flexible and can be edited and modified as a company’s processes and policies evolve. Employees are presented with appropriate warnings, explanations and message prompts to guide data entry and encourage conformance with corporate policies. The business rules dramatically reduce reworking of procedures, track and resolve policy exceptions online and eliminate re-keying of data into back-end systems. The business rules system permits management by exception, in which items requiring managerial attention are automatically highlighted so that managers need not review items that are clearly in compliance with established business rules.

Workflow System

      Extensity’s workflow system ensures that information flows through the organization in a timely, secure and efficient manner. Robust enterprise applications require database-driven workflow, rather than e-mail-based messaging, to provide increased security and reliability, data and transaction integrity, real-time availability, optimization for high performance and usage reporting. Workflow processes can be configured to reflect the unique process flow of documents and business processes in any organization. Extensity’s applications also permit e-mail notification to users as to status of a procedure or of events requiring attention, alteration and action. For example, after an employee has submitted an expense report, the system can notify him or her where the document is in the approval and reimbursement cycle. Similarly, an e-mail notification can alert a manager of a document that requires attention.

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Advanced Data Management

      Data management ensures that all Extensity applications can be customized and extended to add, delete or modify buttons, type-in fields or other controls on an application’s user interface, in each case as required by a customer’s unique business objectives. New functionality can also be assigned to existing controls, or new controls, with little application modification and minimal programming. Extensity’s application suite can integrate with enterprise systems such as enterprise resource planning systems and other financial, human resources (for user information and organizational structure) and project accounting systems as well as corporate credit card data feeds. These interfaces allow for the automatic exchange of data between Extensity’s system and other enterprise systems and for the downloading of data managed by these enterprise systems into Extensity’s application suite.

Strategic Relationships

      To rapidly deliver a comprehensive, robust solution to its customers, Extensity has established strategic relationships with companies that provide travel management and finance capabilities, as well as, implementation services providers, resellers and e-business infrastructure providers.

Travel management

      Extensity has established relationships with key partners in the travel management market, creating solutions for employee focused end-to-end travel management.

      Amadeus/e-Travel. In October 2001, Extensity entered into an agreement with Amadeus and e-Travel, an Amadeus company, to jointly market Extensity’s travel management solutions.

      GetThere.com. GetThere’s online booking solution is a key integrated component in the Extensity Travel Plans application. As a leader in business-to-business online booking, GetThere.com provides airline, hotel and car rental bookings for Extensity’s customers.

      McCord Travel Management. By including Extensity Travel Plans and Expense Reports as part of the travel solution, McCord’s travel agents can concentrate on travel planning and booking rather than lengthy trip approval and reimbursement processes.

      Rosenbluth International. Rosenbluth International continues to develop innovative business applications and integrated systems, which enable it to provide highly personalized service to its clients. By integrating with Extensity Expense Reports, Rosenbluth provides and supports an innovative, flexible travel and expense management solution that adapts well to clients’ internal accounting procedures.

      Worldspan. As more and more companies reevaluate their traditional travel and expense processes, Worldspan and Extensity provide an automated travel management and expense reporting solution to significantly save time and processing costs.

      World Travel Partners/ BTI. This company’s services span the globe through more than 1,200 offices in North America and the 2,800 locations of Business Travel International, a joint venture of more than 50 travel management companies operating in over 60 countries. Through their agreement, Extensity and World Travel Partners can offer a comprehensive business travel management solution.

Finance and Credit Card Relationships

      Extensity Expense Reports accepts American Express, Diners Club, Visa and Master Card corporate card data feeds, allowing business travelers to select charges to automatically populate their expense reports. In the procurement card market, Extensity works with Visa to integrate its applications suite with the Visa procurement card. American Express Purchasing Card data also feeds directly into Extensity Procurement, allowing employees to directly purchase smaller-ticket items without the complicated

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paperwork of traditional procurement systems. Extensity’s key finance partners also include JP Morgan Chase, GE Capital and U.S. Bank.

Implementation Service Providers

      Extensity has formed partnerships with implementation services providers to both enhance its implementation capacity and expand its distribution. All of Extensity’s partners are certified under its Extensity Certified Program. To augment Extensity’s implementation services worldwide, Extensity has an additional network of certified implementation partners including Princeton Consulting and Glue Ltd in Europe.

      Cap Gemini Ernst & Young. CGEY’s business solution, the “Connected Innerprise,” includes leading solutions such as Extensity’s integrated applications suite. The Connected Innerprise^SM uses Web-based technologies to connect people, processes, data and applications across the ValueWeb^SM. CGEY has a significant presence in North America, Europe and Asia.

      Tech Span. Tech Span is a solutions company that uses its distributed consulting methodology to implement Extensity solutions.

Resellers

      Extensity has established relationships with solutions providers to resell its products.

      Elite. Elite Information Systems and Extensity have entered into a strategic alliance under which Elite resells Extensity’s suite of applications. Elite provides practice management and financial software products to more than 700 customers worldwide.

      Emplaza. Emplaza is a 50/50 joint venture between Terra Networks and Meta4. The joint venture has been formed to create a virtual business-to-employee marketplace, while offering a comprehensive range of interactive services and products for the management of human resources and knowledge within companies.

E-Business Infrastructure

      Extensity has established relationships with key solutions providers to deliver integrated employee relationship management solutions to Extensity’s customers. Cisco Systems has selected Extensity as one of its key solutions providers to support its workforce management effort. Extensity has an agreement with Cisco that establishes it as Cisco’s strategic Internet Business Solutions software partner and Cisco as Extensity’s strategic networking partner. This relationship includes a mutual agreement to integrate each party’s sales and marketing plans and obligates each party to review the other party’s respective architectures for possible product integration. In this initiative, Cisco has taken an active role in communicating to its customers the benefits of Extensity Expense Reports. Cisco also supports Extensity through sales assistance, customer referrals and co-marketing activities. Other e-business infrastructure partners include IBM, Microsoft, Netigy, Sun Microsystems and Sybase.

      INTERPLX Technologies. INTERPLX Technologies provides corporations of all sizes with automated services to manage the processing of expense transactions related to corporate travel and procurement. These services include electronic funds transfer to employees and corporate charge cards, document collection, auditing, imaging and archiving, and related integration services.

Marketing and Sales

      Extensity focuses its marketing efforts on achieving brand recognition, market awareness and lead generation. The market for Extensity’s product suite includes Global 2000 enterprises in many industries. Extensity typically markets to the senior financial officer in an organization, such as the Chief Financial Officer or Vice President of Finance, although decisions to implement a solution such as Extensity’s are

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usually made by a committee with representatives from various departments including, but not limited to, IT, travel, accounts payable and human resources.

      Extensity also conducts public relations campaigns to promote market awareness of its product developments and major initiatives. Programs Extensity uses to attract customers include advertising in business and financial publications, e-newsletters, tradeshows, seminars, and direct mail. Extensity also participates in various co-marketing initiatives with strategic partners. Extensity maintains close relationships with industry analysts and frequently participate in industry conferences and events. Extensity’s website serves as another sales tool for prospective customers.

      Extensity sells its suite of products primarily through its direct sales organization operating in North America and Europe. Its North American sales force is divided into three sales regions: East, Central and West. Extensity has sales offices in Emeryville, California; Costa Mesa, California; Irving, Texas; Parsippany, New Jersey; Downer’s Grove, Illinois; Southfield, Michigan; Englewood, Colorado; and Bethesda, Maryland. Extensity’s U.S. sales organization included 13 direct sales representatives as of December 31, 2002. Field-based sales engineers and sales development staff support Extensity’s direct sales representatives. Extensity’s European offices are located in London, England. Extensity’s European sales organization includes a European general manager, one field-based engineer and two direct sales representatives.

Product Development

      Extensity has been developing and enhancing the Java-based architecture of its applications for the Internet since 1996.

      Extensity released its first application, Extensity Expense Reports, in March 1998. Extensity Expense Reports was one of the first workforce management applications to be developed specifically for the Internet. Extensity introduced Extensity Travel Plans in December 1998 and Extensity Timesheets and Extensity Procurement in July 1999. These four applications comprise Extensity’s suite of employee relationship management applications. In March 2000, Extensity launched Extensity Connect, an HTML interface to its applications plus Internet content and commerce and integrated reporting functionality.

      As of December 31, 2002, Extensity’s engineering organization consists of 46 employees and is grouped according to the following areas of focus: product development, core technology, release engineering, mobile engineering, architecture, tools development, quality assurance and technical documentation. Each group within Extensity’s engineering organization regularly shares resources and collaborates with other groups on code development, quality assurance and documentation. Extensity’s engineering organization includes a number of key individuals that have developed Internet applications and services and have extensive experience with Java-based application development. Extensity believes that a technically skilled and experienced engineering organization is a key factor in the market acceptance of its applications and, accordingly, Extensity plans to continue to make significant investments in its engineering organization and efforts to promote the success of its products.

      To date, Extensity has made significant investments in its technology architecture and applications, and Extensity believes they provide it with a significant competitive advantage. Extensity’s research and development expenses, excluding amortization of non-cash stock based compensation, totaled US$11.9 million in 2001, US$13.3 million in 2000, US$7.1 million in 1999 and US$4.4 million in 1998. Extensity intends to maintain its competitive advantage by continuing to focus on and refine its development efforts. Extensity’s engineering organization employs a defined product development methodology to each application, which includes technology and architectural roadmaps, product planning, requirement specifications, prototyping, design specifications, code review, identified program review points and beta testing.

      To implement Extensity’s business strategy successfully, it must provide software applications and related services that meet the demands of its customers and prospective customers. Extensity expects that competitive factors will create a continuing need for it to improve and add to its suite of software

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solutions. Extensity will have to expend significant funds on engineering and other resources to continue to improve its suite of applications, and to properly anticipate and respond to consumer preferences and demands. As organizations’ needs change with respect to their enterprise applications, Extensity’s existing suite of software applications may require modifications or improvements. The addition of new products and services will also require that Extensity continues to improve the technology underlying its applications.

Competition

      The market for Internet-based employee relationship management applications is intensely competitive. The key competitive factors affecting this market include a significant base of reference customers, the breadth and depth of products and product features, the quality and performance of Extensity’s products, the core technology underlying its applications, a high level of customer service and the ability to implement its solutions rapidly. With respect to these factors, Extensity believes that its employee relationship management applications compete favorably.

      Extensity’s competitors in this market vary in size and in the scope and breadth of the products and services they offer. Companies offering one or more products that compete directly with Extensity’s products include Ariba, Concur Technologies, IBM, Oracle Corporation, PeopleSoft Corporation and SAP Corporation. Extensity also expects future competition from other established and emerging companies.

Employees

      As of December 31, 2002, Extensity had a total of 163 employees, including 46 in research and development, 44 in sales, marketing and business development, 48 in professional services and 25 in finance and administration.

      None of Extensity’s employees are subject to a collective bargaining agreement and Extensity believe its relationship with its employees is good.

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EXTENSITY MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The discussion in this proxy statement/prospectus contains forward-looking statements concerning Extensity that involve risks and uncertainties. Extensity’s actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this section and in the “Risk Factors” section included in this proxy statement/prospectus.

Overview

      Extensity was formed in November 1995 and introduced its first commercial product for general availability in March 1998. During this period, Extensity’s operating activities consisted of the design and development of its product architecture and its first application, the building of its corporate infrastructure, and the development of its professional services and customer support organizations. Extensity’s first application, Extensity Expense Reports, was released for general availability in March 1998. Extensity released Extensity Travel Plans in December 1998 and Extensity Timesheets and Extensity Purchase Reqs in July 1999. Extensity Connect, Extensity’s portalized application front end, role-based reporting tool, and content and commerce gateway was released in March 2000. Extensity introduced the newest version of its suite of products, Extensity 6.0, in June 2002.

      Extensity generates revenue principally from licensing its applications and providing related services, including product installation, maintenance and support, consulting and training. Extensity licenses its applications individually or as an integrated suite of products. The pricing of Extensity’s software and services fluctuates on a per transaction basis depending on various factors, such as the number of seats covered by a contract and the degree of customization requested by the particular customer. The amount of revenue associated with Extensity’s contracts depend on the number of users and applications being used and the professional services requested. In the third quarter of 2001, Extensity began recognizing revenue from its hosted offering. Under this offering, customers pay a monthly usage fee based on the number of users and a one-time set-up fee to access the application on Extensity’s servers.

      Extensity promotes and sells its software products through its direct sales force and through indirect channels, including Elite Information Group and Emplaza, S.A., a joint venture between Terra Networks and Meta4. Extensity also has marketing referral arrangements in place with Cisco Systems, IBM, US Bank, Amadeus/eTravel, Rosenbluth Travel, WebEx, Digital Think, Visa, GetThere.com, and Pro Act Technologies.

      For the twelve months ended December 31, 2001 and 2000 revenues derived from these international operations represented approximately 10% and 11%, respectively, of total revenues and approximately 11% for the nine months ended September 30, 2002 and 22% for the nine months ended September 30, 2001. In 1999, all of Extensity’s revenues were derived from U.S. customers.

Critical Accounting Policies

      Extensity’s critical and significant accounting policies are more fully described in Note 2 to Extensity’s consolidated financial statements. Certain of Extensity’s accounting policies are particularly important to an understanding of its financial position and results of operations. Application of many of these policies requires Extensity’s management to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosures.

      In general, these estimates or judgments are based on the historical experience of Extensity’s management, prevailing industry trends, information provided by Extensity’s customers and information

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available from other outside sources, each as appropriate. Actual results may differ from these estimates under different conditions. Extensity’s critical accounting policies include:

     Revenue Recognition:

      Revenues are derived from software licenses and related services, which include implementation and integration, technical support, training and consulting. For contracts with multiple elements, and for which vendor-specific objective evidence of fair value for the undelivered elements exists, revenue is recognized for the delivered elements based upon the residual contract value as prescribed by Statement of Position No. 98-9, “Modification of SOP No. 97-2 with Respect to Certain Transactions.”

      Revenue from license fees is recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, the fee is fixed or determinable and collectibility is probable. Arrangements for which the fees are not deemed fixed or determinable are recognized in the period they become due.

      Services revenue primarily comprises revenue from consulting fees, maintenance contracts and training. Services revenue from consulting and training is recognized as the service is performed.

      Maintenance contracts include the right to unspecified upgrades and ongoing support. Maintenance revenue is deferred and recognized on a straight-line basis as services revenue over the life of the related contract, which is typically one year.

      In the event Extensity enters into a contract involving significant implementation, customization or services which are essential to the functionality of the software, license and service revenues are recognized over the period of each engagement, using the percentage-of-completion method. Labor hours incurred is used as the measure of progress towards completion. Revenue for these arrangements is classified as license revenue and services revenue based upon Extensity’s estimates of fair value for each element and recognizes the revenue based on the percentage-of-completion ratio for the arrangement. A provision for estimated losses on engagements is made in the period in which the loss becomes probable and can be reasonably estimated.

      Extensity has entered into agreements under which value added resellers receive unspecified future products during the terms of the arrangements (typically two years) in consideration for upfront non-refundable fees. Consistent with the provisions of SOP 97-2, Extensity recognizes such fees ratably, on a subscription basis, over the terms of the arrangements.

      Extensity has accumulated relevant information from contracts to use in determining the availability of vendor-specific objective evidence and believes that such information complies with the criteria established in Statement of Position 97-2, “Software Revenue Recognition” (“SOP 97-2”) as follows:

•  Customers are required to pay separately for annual maintenance. Future renewal rates are included as a term of the contracts. Extensity uses the renewal rate as vendor-specific objective evidence of fair value for maintenance.

•  Extensity charges standard hourly rates for consulting services based upon the nature of the services and experience of the professionals performing the services. Extensity has a history of selling services separately.

•  For training, Extensity charges standard course rates for each course based upon the duration of the course, and such courses are separately priced in contracts. Extensity has a history of selling such courses separately.

•  Customer billing occurs in accordance with contract terms. Customer advances and amounts billed to customers in excess of revenue recognized are recorded as deferred revenue.

     Bad Debt Allowance:

      Extensity bills its customers only if collectibility is reasonably assured. Extensity estimates the amount of uncollectible receivables each period and establishes an allowance for uncollectible amounts. The

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amount of the allowance is based on the age of unpaid amounts, information about the ongoing creditworthiness of customers, and other relevant information. Estimates of uncollectible amounts are revised each period, and changes are recorded in the period they become known.

     Deferred Tax Assets:

      Extensity has provided a full valuation reserve related to its net deferred tax assets. In the future, if sufficient evidence of Extensity’s ability to generate sufficient future taxable income becomes apparent, Extensity may be required to reduce its valuation allowance. Management evaluates the realizability of the deferred tax assets and the need for a valuation allowance quarterly.

     Restructuring:

      The calculation of the estimated sublease loss reserve for vacated facilities requires that management must make estimates of potential future sublease income. Management analyzes current market conditions for real estate with the assistance of reputable commercial real estate brokers. However, future actual sublease income may materially differ from estimated amounts.

     Recent Accounting Pronouncements:

      In July of 2001, the FASB issued SFAS No. 141 “Business Combinations” and SFAS No. 142 “Goodwill and Other Intangible Assets”. SFAS No. 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separately from goodwill. Recorded goodwill and intangibles will be evaluated against these new criteria and may result in certain intangibles being subsumed into goodwill, or alternatively, amounts initially recorded as goodwill may be separately identified and recognized apart from goodwill. SFAS No. 142 requires the use of a nonamortization approach to account for purchased goodwill and certain intangibles. Under a non-amortization approach, goodwill and certain intangibles will not be amortized into results of operations, but instead would be reviewed for impairment and written down and charged to results of operations only in the periods in which the recorded value of goodwill and certain intangibles is more than its fair value. The provisions of each statement, which apply to goodwill and intangible assets acquired prior to June 30, 2001, were adopted by Extensity on January 1, 2002. The adoption of these accounting standards did not result in a significant impact on Extensity’s financial position or results of operations for any historic transactions.

      In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 nullifies the guidance in EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in Restructuring).” Under EITF Issue No. 94-3, an entity recognized a liability for an exit cost on the date that the entity committed itself to an exit plan. In SFAS 146, the FASB acknowledges that an entity’s commitment to a plan does not, by itself, create a present obligation to other parties that meets the definition of a liability and requires that a liability for a cost that is associated with an exit or disposal activity be recognized when the liability is incurred. It also establishes that fair value is the objective for the initial measurement of the liability. SFAS 146 will be effective for exit or disposal activities that are initiated after December 31, 2002. Extensity does not expect an impact on its financial position and results of operating from the adoption of SFAS 146.

      In October 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. SFAS No. 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of” and applies to all long-lived assets (including discontinued operations) and consequently amends Accounting Principles Board Opinion No. 30 (“APB 30”), “Reporting Results of Operations Reporting the Effects of Disposal of a Segment of a Business.” SFAS No. 144 develops one accounting model (based on the model in SFAS No. 121) for long-lived assets that are to be disposed of by sale, as well as addresses the principal implementation issues. SFAS No. 144 requires that long-lived assets that are to be disposed of by sale be measured at the

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lower of book value or fair value less cost to sell. That requirement eliminates APB 30’s requirement that discontinued operations be measured at net realizable value or that entities include under “discontinued operations” in the financial statements amounts for operating losses that have not yet occurred. Additionally, SFAS No. 144 expands the scope of discontinued operations to include all components of an entity with operations that (1) can be distinguished from the rest of the entity and (2) will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001. Extensity does not expect the adoption of SFAS No. 144 to have a material impact on Extensity’s financial position or results of operations.

      In November 2001, the FASB Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue 01-09, “Accounting for Consideration Given to a Customer or a Reseller of the Vendor’s Products.” This issue presumes that consideration from a vendor to a customer or a reseller should not be recorded as revenue unless (1) the vendor receives an identifiable benefit in return for the consideration paid that is sufficiently separable from the sale to the customer, such that the vendor could have entered into an exchange transaction with a party other than a purchaser of its products and services in order to receive that benefit and (2) the benefit’s fair value can be reasonably estimated. This Issue is to be adopted no later than in annual or interim financial statements for periods beginning after December 15, 2001. Extensity adopted the provisions of this consensus in the fourth quarter of fiscal 2001. Such adoption had no impact on Extensity’s financial position or results of operations.

Results of Operations

      The following table sets forth certain statements of operations data in absolute United States dollars for the periods indicated. The data has been derived from the consolidated financial statements contained elsewhere in this proxy statement/ prospectus. The operating results discussed below do not include the amortization of non-cash stock based compensation. These amounts are discussed separately within this discussion.

Summary Consolidated Financial Data

									Nine Months
			Years Ended December 31,						Ended September 30,
			2001		2000		1999		2002		2001
			(United States dollars; in thousands)
Revenues:
	Licenses		$	20,790	$	14,596	$	3,750	$	4,456	$	16,559
	Services and maintenance			14,091		10,272		3,064		9,128		10,434
	Hosted			199		—		—		707		48
		Total revenues	$	35,080	$	24,868	$	6,814	$	14,291	$	27,041
Cost of revenues:(*)
	Licenses		$	1,430	$	705	$	195	$	400	$	1,092
	Services and maintenance			12,960		14,235		4,758		5,988		10,360
	Hosted			422		—		—		863		211
		Total cost of revenues	$	14,812	$	14,940	$	4,953	$	7,251	$	11,663

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									Nine Months
			Years Ended December 31,						Ended September 30,
			2001		2000		1999		2002		2001
			(United States dollars; in thousands)
Operating expenses:(*)
	Sales and marketing		$	23,453	$	26,784	$	11,202	$	8,841	$	19,539
	Research and development			11,932		13,288		7,052		5,585		9,913
	General and administrative			6,756		5,136		2,810		4,291		5,340
	Restructuring, impairment loss and other			6,174		—		—		2,528		6,174
	In-process research and development			—		318		—		—		—
Interest income, net			$	2,621	$	5,111	$	166	$	668	$	2,325
(*) Amounts exclude the amortization of non-cash stock based compensation as follows:
	Cost of revenues:
		Services and maintenance	$	65	$	677	$	344	$	9	$	59
	Operating expenses:
		Sales and marketing		244		1,279		989		21		112
		Research and development		76		774		1,045		13		68
		General and administrative		124		1,247		1,974		21		109
			$	509	$	3,977	$	4,352	$	64	$	348

Results of Operations for the Nine-Month Periods ended September 30, 2002 and 2001

Revenues

      Total revenues decreased to US$14.3 million for the nine months ended September 30, 2002 from US$27.0 million for the nine months ended September 30, 2001, a decrease of 47%. No customers accounted for more than 10% of total revenues for the nine months ended September 30, 2002.

      License Revenues. License revenue decreased to US$4.5 million for the nine months ended September 30, 2002 from US$16.6 million for the nine months ended September 30, 2001, a decrease of 73%. Approximately 70% of the decrease was attributable to a decrease in revenue recognized from Extensity’s direct sales channel and approximately 30% was attributable to a decrease in revenue recognized from Extensity’s indirect sales channel. Both channels have been impacted by the decrease in capital spending associated with the current global economic downturn. In the nine months ended September 30, 2001, US$1.9 million of license revenue was recognized through Extensity’s relationship with a reseller. In the second quarter of 2001, Extensity and the reseller jointly decided to terminate the reseller arrangement.

      Service and Maintenance Revenues. Service and maintenance revenues decreased to US$9.1 million for the nine months ended September 30, 2002 from US$10.4 million for the nine months ended September 30, 2001, a decrease of 13%. The decrease was attributable to a decrease in professional services billing opportunities resulting from a decrease in capital spending associated with current global economic conditions.

      Hosted Revenues. Extensity’s hosted revenues were US$707,000 for the nine months ended September 30, 2002. The third quarter of 2001 was the first period the Company began recognizing revenue on this offering.

Cost of Revenues

      Total cost of revenues decreased to US$7.3 million for the nine months ended September 30, 2002 from US$11.7 million for the nine months ended September 30, 2001, a decrease of 38%.

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      Cost of License Revenues. Cost of license revenues consists primarily of third-party license and support fees and, to a lesser extent, costs of duplicating media and documentation and shipping. Cost of license revenue decreased to US$400,000 for the nine months ended September 30, 2002 from US$1.1 million for the nine months ended September 30, 2001. The decrease in cost was due primarily to decreased sales activity. As a percentage of license revenues, cost of license revenues increased to 9% for the nine months ended September 30, 2002 from 7% for the nine months ended September 30, 2001. Cost of revenues as a percentage of license revenue may increase over the current level in the future if Extensity incorporates additional third-party products into its offerings.

      Cost of Service and Maintenance Revenues. Cost of service and maintenance revenues consists of compensation and related overhead costs for personnel engaged in consulting, training, maintenance and support services for Extensity’s customers as well as costs for third parties contracted to provide such services to Extensity’s customers. The cost of service and maintenance revenues decreased to US$6.0 million for the nine months ended September 30, 2002 from US$10.4 million for the nine months ended September 30, 2001, a decrease of 42%. As a percentage of service revenues, cost of service revenues decreased to 66% for the nine months ended September 30, 2002 from 100% for the nine months ended September 30, 2001. The decrease was primarily attributed to lower costs associated with Extensity’s restructuring plans implemented in July of 2001 and April 2002. Approximately 45% of the decrease was attributed to lower compensation costs, approximately 30% was attributed to the reduction in the usage of third party consultants, and the remainder of the decrease was primarily attributed to other cost reductions associated with the restructuring. Extensity does not expect these costs to significantly increase in the near term. Overall, Extensity is seeking to further reduce its cost of service revenues as a percentage of total service revenue and is also seeking to keep third parties engaged in providing services related to Extensity’s applications.

      Cost of Hosted Revenues. Cost of hosted revenues consists primarily of compensation and related overhead costs for personnel engaged in supporting the hosted customer base, server costs, and telecommunications charges. For the nine months ended September 30, 2002, cost of hosted revenues was US$863,000. Extensity does not expect these costs to significantly increase in the near term.

Operating Expenses

      Sales and Marketing. Sales and marketing expenses, excluding stock-based compensation amortization, consist primarily of compensation and related costs for sales and marketing personnel, including commissions and marketing program costs. Sales and marketing expenses decreased to US$8.8 million for the nine months ended September 30, 2002 from US$19.5 million for the nine months ended September 30, 2001, a decrease of 55%. As a percentage of total revenues, sales and marketing expenses decreased to 62% for the nine months ended September 30, 2002 from 77% for the nine months ended September 30, 2001. Approximately 55% of the decrease in sales and marketing expenses was attributed to reduced compensation costs associated with Extensity’s restructuring plans implemented in July 2001 and April 2002 and approximately 10% of the decrease was associated with lower marketing program costs also associated with the restructuring. In addition, approximately 12% of the decrease was attributed to reduced commission expense associated with the decrease in license revenue. The remainder of the decrease was primarily attributed to other cost reductions associated with the restructuring. Extensity does not expect sales and marketing expenses, excluding commission charges, to increase significantly in the near term. Commission charges will vary depending upon the sales activity. Sales and marketing expenses may increase in the long term if Extensity expands its domestic and international sales force and increases its marketing efforts.

      Research and Development. Research and development expenses, excluding stock-based compensation amortization, consist primarily of compensation and related personnel costs, and fees associated with contractors. Research and development expenses decreased to US$5.6 million for the nine months ended September 30, 2002 from US$9.9 million for the nine months ended September 30, 2001, a decrease of 44%. As a percentage of total revenues, research and development expenses were 39% for the nine months ended September 30, 2002. The decrease in research and development cost was attributable to reduced compensation costs associated with its restructuring plans implemented in July of 2001 and April 2002.

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Extensity does not expect research and development costs to significantly increase in the near term. Research and development expenses may increase in the long term if Extensity makes additional investments in its technology and products.

      General and Administrative. General and administrative expenses, excluding stock-based compensation amortization, consist primarily of compensation and related costs for Extensity’s executive, finance and administrative personnel and other related expenses. General and administrative expenses decreased to US$4.3 million for the nine months ended September 30, 2002 from US$5.3 million for the nine months ended September 30, 2001, a decrease of 20%. As a percentage of total revenues general and administrative expenses increased to 30% for the nine months ended September 30, 2002 from 20% for the nine months ended September 30, 2001. The decrease in general and administrative expenses was primarily attributable to the impact of Extensity’s restructuring plans implemented in July of 2001 and April 2002. General and administrative expenses tend to be relatively fixed in the short term because Extensity’s discretionary general and administrative expenses are limited and there are significant costs associated with being a public company. As a result, declining revenues have caused an increase in general and administrative expenses as a percentage of total revenues. Extensity does not expect general and administrative expenses to significantly increase in the short term. General and administrative costs may increase in the long term if Extensity expands its operations.

      Restructuring and other non-recurring charges. For the nine months ended September 30, 2002, restructuring and other non-recurring charges were approximately US$2.5 million, comprised of US$523,000 of severance and benefits, US$946,000 of accrued lease costs and US$1.1 million of merger expenses. For the nine months ended September 30, 2001 restructuring and other charges were US$6.2 million comprised of the US$4.5 million in restructuring, US$1.3 million in write-down of assets and US$377,000 of other charges associated with exploring merger and acquisition opportunities.

Interest Income, Net

      Interest income, net was US$668,000 for the nine months ended September 30, 2002 and US$2.3 million for the nine months ended September 30, 2001, a decrease of 71%. Interest income is attributed to interest earned on the proceeds from Extensity’s initial public offering (“IPO”) and working capital. The decrease in interest income is attributed to lower interest rates and lower cash, cash equivalent and short-term investments balances. Interest income will fluctuate depending upon the overall interest rate environment and Extensity’s cash, cash equivalent and short-term investments balances.

Amortization of Non-Cash Stock Based Compensation

      Prior to its IPO, Extensity granted certain stock options to its officers and employees at prices deemed to be below the fair value of the underlying stock. The cumulative difference between the fair value of the underlying stock at the date the options were granted and the exercise price of the granted options was US$12.1 million as of the IPO date. This amount is being amortized using the accelerated method of FASB Interpretation No. 28, “Accounting for Stock Appreciation Rights and Other Variable or Award Plans,” over the four-year vesting period of the granted options. Accordingly, Extensity’s results of operations include and will continue to include deferred compensation expense at least through 2003. For the nine months ended September 30, 2002, amortization of non-cash stock based compensation was US$64,000 and for the nine months ended September 30, 2001, amortization of non-cash stock based compensation was US$348,000. The lower expense is primarily attributable to the impact of forfeitures and the use of an accelerated method of amortization. Extensity estimates that it will recognize approximately US$25,000 for the remainder of 2002; however, this amount may change as employee terminations impact the amortization schedule.

Results of Operations for Fiscal Years 2001, 2000 and 1999

Revenues

      Total revenues were US$35.1 million, US$24.9 million and US$6.8 million in 2001, 2000 and 1999, respectively, representing increases of 41% from 2000 to 2001 and 265% from 1999 to 2000. For the year

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ended December 31, 2001, no customer accounted for 10% or more of total revenues. For the years ended December 31, 2000 and December 31, 1999 sales to one customer accounted for 10% and 11%, respectively, of total revenues.

      License Revenues. License revenues were US$20.8 million, US$14.6 million and US$3.8 million in 2001, 2000 and 1999, respectively, representing increases of 42% from 2000 to 2001 and 289% from 1999 to 2000. Approximately 50% of the increase from 1999 to 2000 was attributed to an increase in revenue from Extensity’s indirect sales channel; and approximately 50% of the increase was attributed to Extensity’s direct sales channel, primarily as a result of Extensity’s growing customer base. The increase from 2000 to 2001 was primarily attributable to an increase in revenue from the direct sales channel recognized upon shipment. Revenue recognized through the indirect sales channel decreased 5% from 2000 to 2001. Revenues from Extensity’s indirect channel may decrease in 2002.

      Service and Maintenance Revenues. Service and maintenance revenues were US$14.1 million, US$10.3 million and US$3.1 million in 2001, 2000 and 1999, respectively, representing increases of 37% from 2000 to 2001 and 235% from 1999 to 2000. Approximately 60% of the increase from 1999 to 2000 was attributed to Extensity’s growing customer base and the rest was primarily attributed to an increase in incremental professional services recognized on a time and materials basis. Approximately 50% of the increase from 2000 to 2001 was attributed to Extensity’s growing customer base, approximately 25% was attributed to an increase in incremental professional services recognized on a time and materials basis, and the rest was primarily attributed to an increase in the average size of initial implementations entered into by Extensity’s customers.

      Hosted Revenues. Extensity’s hosted revenues were US$199,000 for the year ended December 31, 2001. This is the first fiscal year Extensity has recognized revenue from this offering. Extensity does not believe these revenues will be a significant percentage of total revenues in the near term. As discussed in Note 12 of the Notes to Consolidated Financial Statements, Extensity incurred an impairment charge associated with its hosted offering.

Cost of Revenues

      Total cost of revenues, exclusive of stock compensation charges, were US$14.8 million, US$14.9 million and US$5.0 million in 2001, 2000 and 1999, respectively, representing approximately no increase from 2000 to 2001 and an increase of 202% from 1999 to 2000.

      Cost of License Revenues. Cost of license revenues consists primarily of third-party license and support fees and, to a lesser extent, costs of duplicating media and documentation and shipping. Cost of license revenues were US$1.4 million, US$705,000 and US$195,000 in 2001, 2000 and 1999 respectively, representing increases of 103% from 2000 to 2001 and 262% from 1999 to 2000. The increase in both periods was due primarily to increased sales activity. As a percentage of license revenues, cost of license revenues was 6.9%, 4.8% and 5.2% in 2001, 2000 and 1999, respectively. Cost of revenues as a percentage of license revenue may increase over the current level in the future as Extensity incorporates additional third-party products in its offerings.

      Cost of Service and Maintenance Revenues. Cost of service and maintenance revenues, exclusive of stock compensation charges, consists of compensation and related overhead costs for personnel engaged in consulting, training, maintenance and support services for Extensity’s customers as well as costs for third parties contracted to provide such services to Extensity’s customers. Cost of service and maintenance revenues were US$13.0 million, US$14.2 million and US$4.8 million in 2001, 2000 and 1999, respectively, representing a decrease of 9% from 2000 to 2001 and an increase of 199% from 1999 to 2000. As a percentage of service and maintenance revenues, cost of service and maintenance revenues were 92%, 139% and 155% in 2001, 2000 and 1999. The decrease from 2000 to 2001 was attributed to a 246% decrease in third party consulting costs offset in part by 40% higher payroll costs as Extensity replaced third party consultants with permanent employees. Approximately 34% of the increase from 1999 to 2000 was attributed to Extensity’s hiring of additional service and maintenance personnel, and approximately 49% was due to an increase in costs for third party contractors. Total service and maintenance revenues

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exceeded costs of service and maintenance revenues in 2001. Total cost of service and maintenance revenues exceeded Extensity’s service and maintenance revenues in 2000 and 1999, as Extensity has built its consulting and customer support groups in advance of growing contract volume. Extensity is seeking to reduce its cost of service revenues as a percentage of total revenues and is also seeking to engage third parties to provide services related to Extensity’s applications.

      Cost of Hosted Revenues. Cost of hosted revenues consists primarily of compensation and related overhead costs for personnel engaged in supporting the hosted customer base, server costs, and telecommunications charges. Extensity started recognizing revenue for the hosted product in the third quarter of 2001. The cost of hosted revenues for 2001 was US$422,000, representing expenses for the third and fourth quarters of 2001 therefore, on a year-to-year comparison, cost of hosted revenues will increase. However, on a quarter-to-quarter basis, Extensity does not expect these costs to significantly increase.

Operating Expenses

      Sales and Marketing. Sales and marketing expenses, excluding stock-based compensation amortization, consist primarily of compensation and related costs for sales and marketing personnel, including commissions and marketing program costs. Sales and marketing expenses were US$23.5 million, US$26.8 million and US$11.2 million in 2001, 2000 and 1999 respectively, representing a decrease of 12% from 2000 to 2001 and an increase of 139% from 1999 to 2000. As a percentage of total revenues, sales and marketing expenses were 67%, 108% and 164% in 2001, 2000 and 1999. Approximately 63% of the decrease from 2000 to 2001 was attributed to lower marketing program spending and 21% to lower payroll costs associated with Extensity’s restructuring plan implemented in July of 2001. Approximately 67% of the increase from 1999 to 2000 was attributable to increased compensation, commissions and other related costs associated with hiring additional sales representatives, management and marketing personnel and 19% of the increase was attributable to increased spending on marketing programs. Commission charges will vary depending upon the sales activity. Sales and marketing expenses may increase in the long term if Extensity expands its domestic and international sales force and increases its marketing efforts.

      Research and Development. Research and development expenses, excluding stock-based compensation amortization, consist primarily of compensation and related personnel costs and fees associated with contractors. Research and development expenses were US$11.9 million, US$13.3 million and US$7.1 million in 2001, 2000 and 1999, respectively, representing a decrease of 10% from 2000 to 2001 and an increase of 88% from 1999 to 2000. As a percentage of total revenues, research and development expenses were 34%, 53% and 103% in 2001, 2000 and 1999. Approximately 60% of the decrease from 2000 to 2001 was attributed to lower costs for third party consultants. Approximately 66% of the increase from 1999 to 2000 was attributed to the addition of personnel and 19% due to an increase in consulting services. These increases resulted from Extensity’s continuing efforts to add enhancements to Extensity’s existing software applications and to develop software applications that incorporate new functionality into Extensity’s integrated suite. Research and development expenses may increase in the long term if Extensity makes additional investments in its technology and products.

      General and Administrative. General and administrative expenses, excluding stock-based compensation amortization, consist primarily of compensation and related costs for Extensity’s executive, finance and administrative personnel and other related expenses. General and administrative expenses were US$6.8 million, US$5.1 million and US$2.8 million in 2001, 2000 and 1999, respectively, representing increases of 32% from 2000 to 2001 and 83% from 1999 to 2000. As a percentage of total revenues, general and administrative expenses were 19%, 21% and 41% in 2001, 2000 and 1999. The increase from 2000 to 2001 was primarily attributed to hiring additional human resources and internal information technology personnel. Approximately 60% of the increase from 1999 to 2000 was attributable to hiring additional executive and financial personnel and 40% to general administrative costs. General and administrative expenses may increase in the long term if Extensity expand its operations.

      Restructuring, Impairment Loss and Other. For the year ended December 31, 2001, restructuring, impairment loss and other expenses were US$6.2 million comprised of US$4.5 million in restructuring, a

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US$1.3 million impairment of assets associated with building the hosted offering and US$377,000 of other expenses. The US$4.5 million in restructuring charges were made up of US$2.2 million in lease costs, a US$1.6 million write-off of property and equipment and US$729,000 in severance and benefits.

Amortization of Non-Cash Stock Based Compensation

      Prior to Extensity’s IPO, Extensity granted certain stock options to its officers and employees at prices deemed to be below the fair value of the underlying stock. The cumulative difference between the deemed fair value of the underlying stock at the date the options were granted and the exercise price of the granted options was US$12.1 million as of the IPO date. This amount is being amortized, using the accelerated method of the Financial Accounting Standards Board (“FASB”) Interpretation No. 28, “Accounting for Stock Appreciation Rights and Other Variable or Award Plans,” over the four-year vesting period of the granted options. Accordingly, Extensity’s results from operations will include amortization of deferred compensation expense at least through 2003. Extensity recognized US$509,000, US$4.0 million and US$4.4 million of this expense in 2001, 2000 and 1999, respectively. The lower expense in 2001 is primarily attributable to the impact of forfeitures and the use of an accelerated method of amortization. The remaining expense to be recognized in 2002 and 2003 is US$504,000. Extensity estimates that it will recognize approximately US$450,000 of expense in fiscal 2002; however, this amount may change as employee terminations and accelerated vesting impact the amortization schedule.

In-Process Research and Development

      In process research and development expense was US$318,000 for the year ended December 31, 2000. This expense was incurred in connection with the acquisition of a company. Substantially the entire purchase price was allocated to in-process research and development as technological feasibility of the acquired product had not been established and no future alternative use existed at the time of purchase. Furthermore, the acquired company had no revenues, no other tangible or intangible assets and only one employee. There were no acquisitions made in 2001 or 1999.

Interest Income, Net

      Interest income, net was US$2.6 million, US$5.1 million and US$166,000 in 2001, 2000 and 1999, respectively. The decrease from 2000 to 2001 was attributed to lower interest rates and lower cash, cash equivalent and short-term investment balances. The increase from 1999 to 2000 was attributed to interest earned on the proceeds from Extensity’s IPO. Interest income will fluctuate depending upon the overall interest rate environment and Extensity’s cash, cash equivalent and short-term investment balances.

Provision for Income Taxes

      Since inception, Extensity has incurred net losses for federal and state tax purposes and has not recognized any material tax provision or benefit. As of December 31, 2001, Extensity had net operating loss carryforwards of US$82.7 million and US$33.9 million for federal and state income tax purposes, respectively. The federal and state net operating loss carryforwards, if not utilized, expire through 2021 and 2011, respectively. Extensity also has research and development credit carryforwards of US$2.7 million for federal and state tax purposes. The federal research and development credits expire through 2021 and the state credits expire when exhausted. Federal and state tax laws will impose significant restrictions on the utilization of net operating loss carryforwards in the event of a shift in Extensity’s ownership that constitutes an ownership change, as defined in Section 382 of the Internal Revenue Code.

      Extensity has placed a valuation allowance against its net deferred tax assets due to the uncertainty of the realization of these assets. The allowance totaled US$33.0 million at December 31, 2001, resulting in no net deferred tax asset. Extensity evaluates on a quarterly basis the recoverability of net deferred tax assets and the level of valuation allowance. When Extensity has determined that it is more likely than not that the deferred tax assets are realizable, Extensity will reduce the valuation allowance.

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Liquidity and Capital Resources for the Nine-Month Periods ended September 30, 2002 and 2001

      Since inception, Extensity has financed its operations and funded its capital expenditures through proceeds from its IPO completed in January 2000 and the private sale of equity securities, supplemented by loan facilities and equipment leases. As of September 30, 2002, Extensity had US$35.2 million in cash, cash equivalents and short-term investments, US$1.4 million in restricted long-term investments and US$30.3 million in working capital.

      Net cash used in operating activities was US$11.0 million for the nine months ended September 30, 2002 and US$27.5 million for the nine months ended September 30, 2001. For the nine months ended September 30, 2002 cash used in operating activities was primarily attributed to a net loss of US$13.6 million, adjusted for depreciation and amortization of US$1.2 million, a decrease in accrued liabilities of US$1.3 million and a decrease in accounts receivable of US$2.6 million. For the nine months ended September 30, 2001 net cash used in operating activities was primarily attributable to a net loss of US$23.6 million, adjusted for a non-cash charge associated with the write-off of computer equipment and software of US$2.9 million, depreciation and amortization of US$1.9 million and amortization of deferred stock compensation of US$434,000, a decrease in deferred revenue of US$10.1 million, and a decrease in accrued liabilities of US$845,000 offset by a decrease in accounts receivable of US$2.3 million and an increase in other liabilities of US$1.5 million.

      Net cash provided by investing activities was US$7.7 million for the nine months ended September 30, 2002 and net cash provided by investing activities was US$5.6 million for the nine months ended September 30, 2001. Net cash provided by investing activities for the nine months ended September 30, 2002 was primarily attributable to the maturities of short-term investments. Net cash provided by investing activities for the nine months ended September 30, 2001 was primarily attributable to maturities of short-term investments.

      Net cash provided by financing activities was US$120,000 for the nine months ended September 30, 2002 due to payments on capital lease obligations of US$202,000 offset by proceeds from employee stock plans of US$322,000. Net cash used in by financing activities was US$135,000 for the nine months ended September 30, 2001, primarily due to payments on notes payable and capital lease obligations of US$1.1 million, offset by proceeds from employee stock plans of US$943,000.

      As of September 30, 2002, Extensity anticipates that its existing capital resources will meet its operating and investing needs for at least the next twelve months. Extensity has US$35.2 million in cash, cash equivalents and short-term investments. In particular, Extensity believes that its current uncommitted cash balances are sufficient to fund any existing cash obligations or commercial commitments as well as any cash needed for planned operating activities. After that time, Extensity cannot be certain that additional funding will be available on acceptable terms or at all. Furthermore, should Extensity’s operating results be worse than expected, Extensity could use more cash in funding operating activities which would diminish its capital resources. While Extensity does not presently anticipate a need for additional capital, if it does require additional capital resources to grow its business, execute its operating plans, or acquire complementary technologies or businesses, at any time in the future, Extensity may seek to sell additional equity or debt securities or secure additional lines of credit, which may result in additional dilution to Extensity’s stockholders.

Liquidity and Capital Resources for the Years Ended December 31, 2001 and 2000

      Since inception, Extensity has financed its operations and funded its capital expenditures through proceeds from its IPO completed in January 2000 and the private sale of equity securities, supplemented by loan facilities and equipment leases. Aggregate net proceeds to date from private equity financings totaled US$42.3 million and proceeds from Extensity’s IPO were US$83.3 million, net of offering costs of approximately US$2.2 million. As of December 31, 2001, Extensity had US$46.3 million in cash, cash equivalents and short-term investments and US$41.4 million in working capital.

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      Net cash used in operating activities was US$30.9 million for the year ended December 31, 2001, and US$22.1 million for the year ended December 31, 2000. For the year ended December 31, 2001 cash used in operating activities was primarily attributed to a net loss of US$26.0 million, adjusted for a non-cash charge associated with the write-off of computer equipment and software of US$2.9 million, depreciation and amortization of US$2.4 million, a decrease in deferred revenue of US$12.6 million, a decrease of US$2.8 million in accounts payable and a decrease in accrued liabilities of US$1.1 million offset by a decrease in accounts receivable of US$2.9 million, a decrease in prepaids of US$1.4 million and an increase in other current and noncurrent liabilities of US$1.3 million. For the year ended December 31, 2000 net cash used in operating activities was primarily attributable to a net loss of US$34.5 million, adjusted for the amortization of deferred stock compensation of US$4.0 million and offset by an increase in deferred revenue of US$6.0 million, an increase in accounts payable of US$4.6 million and an increase in accrued liabilities of US$3.0 million. Extensity expects that net cash used in operating activities will decrease in the year ending December 31, 2002.

      Net cash provided by investing activities was US$9.6 million for the year ended December 31, 2001 and net cash used in investing activities was US$32.2 million for the year ended December 31, 2000. Excluding capital expenditures of US$2.4 million and US$5.7 million in 2001 and 2000, respectively, investing activities consisted of short-term investment maturities in 2001 and purchases of short-term investments in 2000.

      Net cash provided by financing activities was US$100,000 for the year ended December 31, 2001, due to payments on notes payable and capital lease obligations of approximately US$1.4 million, offset by proceeds from employee stock plans of approximately US$1.5 million. Net cash provided by financing activities was US$84.4 million for the year ended December 31, 2000, primarily due to the net proceeds of US$83.3 million from Extensity’s IPO.

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EXTENSITY MANAGEMENT

Extensity Directors

      The names of Extensity’s directors and certain information about them are set forth below:

			Principal Occupation/
Name	Age		Position Held With Extensity
Robert A. Spinner		45	President, Chief Executive Officer and Director
Sharam I. Sasson		48	Chairman of the Board of Directors and Founder
Christopher D. Brennan		46	Director of Extensity
John R. Hummer		54	Managing Member of Hummer Winblad Venture Partners
David A. Reed		55	Managing Partner of Causeway Capital Partners L.P.
Ted E. Schlein		38	General Partner of Kleiner, Perkins, Caufield & Byers

      Robert A. Spinner has served as Extensity’s President, Chief Executive Officer and as director since April 1999. Prior to joining Extensity, from January 1995 to January 1999, Mr. Spinner served as Senior Vice President of Worldwide Sales and International Operations at Clarify, Inc., a provider of integrated sales and service solutions for the front office. From October 1988 to December 1994, Mr. Spinner served as Director of Western Regional Sales at Sybase, Inc., a relational database management software company. Mr. Spinner has also held technical positions at Applied Data Research, Inc. and Chevron Corporation. Mr. Spinner received a B.A. in Mathematics from Washington University.

      Sharam I. Sasson is the founder and Chairman of the Board of Directors of Extensity and has served as a director since Extensity’s inception in 1995. Mr. Sasson served as Extensity’s President and Chief Executive Officer from its inception until March 1999. Prior to founding Extensity, Mr. Sasson was an executive at Scopus Technology, a provider of enterprise customer information management systems which he co-founded in 1991. Mr. Sasson has also served as a research scientist at Lockheed Missile and Space Company and as a developer of structural modeling software at PMB/ Bechtel Corporation. Mr. Sasson received a B.S. in Civil Engineering from Queen Mary College, University of London, an M.S. in Structural Engineering from City University in London, and a Masters in Engineering from the University of California at Berkeley.

      Christopher D. Brennan has served as a director of Extensity since January 2000. Mr. Brennan also serves as a director of Cintech Solutions, Inc., a creator of customer relationship management technology. From April 2000 to July of 2001, Mr. Brennan served as the President, Chief Executive Officer and a director of Mobileum, Inc., a private provider of software infrastructure platforms for wireless applications. From April 1999 to April 2000, Mr. Brennan served as Chief Financial Officer of Genesys Telecommunications Laboratories, which became an independent wholly owned subsidiary of Alcatel subsequent to its acquisition in January 2000. Gensys Telecommunications Laboratories is a provider of interaction management software applications. Prior to joining Genesys, Mr. Brennan was Chief Financial Officer and Corporate Secretary of Diamond Lane Communications, a provider of digital subscriber line high speed access products, from September 1997 to April 1999. Diamond Lane was acquired by Nokia. From April 1994 to July 1997, Mr. Brennan held various senior executive positions, including President, Chief Operating Officer and Chief Financial Officer of UB Networks, a wholly owned subsidiary of Tandem Computers that merged with Newbridge Networks. Mr. Brennan received a B.S. in Commerce from the University of Louisville, School of Business Administration where he also serves as a member of the National Visiting Committee.

      John R. Hummer has served as a director of Extensity since January 1996. Mr. Hummer is a managing member of Hummer Winblad Venture Partners, a venture capital firm, which he co-founded in 1989. After graduating from Princeton University, Mr. Hummer played professional basketball for the

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Buffalo Braves and Seattle Supersonics. Mr. Hummer received a B.A. in English from Princeton and an M.B.A. from Stanford University.

      David A. Reed has served as a director of Extensity since April 2001. Mr. Reed is the Managing Partner of Causeway Capital Partners L.P., a private family investment partnership, which he joined in October 2000. From 1974 to September 2000, Mr. Reed held various positions with Ernst & Young LLP, an accounting firm, most recently as Senior Vice Chair — Global Accounts, Industries, Sales and Marketing. Mr. Reed serves as a director of Texas Industries, Inc., a public company that manufactures cement and structural steel; Mr. Reed also serves as a director of various private companies. Mr. Reed also serves as a Strategic Advisor to Stephens Inc., a firm specializing in investment banking, private capital management and merchant banking. Mr. Reed received a B.B.A. from Texas Tech University.

      Ted E. Schlein has served as a director of Extensity since May 1997. Mr. Schlein is a general partner at Kleiner Perkins Caufield & Byers, a venture capital firm, which he joined in November 1996. Mr. Schlein also manages the KPCB Java Fund, formed to invest in Java technology-based companies and related Internet, intranet, networking and communications companies. Mr. Schlein is currently a director of Corio, Inc., an enterprise application service provider. From June 1986 to October 1996, Mr. Schlein served in a variety of executive positions at Symantec Corporation, a provider of Internet security technology and business management technology solutions, most recently as Vice President, Networking and Client/ Server Solutions. Mr. Schlein received a B.S. in Economics from the University of Pennsylvania.

Executive and Other Officers of Extensity

      The names of the executive and other officers of Extensity and certain information about them are set forth below:

Name	Age		Position
Robert A. Spinner		45	President and Chief Executive Officer and Director
Sharam I. Sasson		48	Chairman of the Board of Directors and Founder
Elizabeth A. Ireland		44	Senior Vice President of Marketing
Mark K. Oney		44	Senior Vice President of Engineering
Donald E. Smith		43	Senior Vice President of Hosted Operations and Customer Advocacy
David A. Yarnold		42	Senior Vice President of Worldwide Sales
Dr. Rick L. Spickelmier		42	Chief Technology Officer
Jennifer H. Burt		41	Senior Vice President of Human Resources
Benjamin Netick		36	Vice President of Finance and Acting Chief Financial Officer

      Biographical information about Messrs. Spinner and Sasson is set forth above.

      Elizabeth A. Ireland has served as Extensity’s Senior Vice President of Marketing since January 1998. Prior to joining Extensity, Ms. Ireland was employed at MapInfo Corporation, a software company, from 1989 to October 1997, most recently as Vice President and General Manager of Internet Businesses. Additional positions held by Ms. Ireland at MapInfo Corporation include Vice President of Marketing and Business Development and Vice President of Information Products. Ms. Ireland received a B.S. in Business Administration from the University of South Carolina and has held a Certified Public Accountant’s license.

      Mark K. Oney has served as Extensity’s Senior Vice President of Engineering since July 1999. Prior to joining Extensity, from May 1999 to June 1999, Mr. Oney served as the Vice President of Engineering for Ringer Software, a consumer information Internet company. From September 1998 through January 1999, Mr. Oney was a co-founder of and served as Vice President of Software Engineering for Crag Technologies, Inc., a developer and supplier of data storage solutions. Crag Technologies was acquired by

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Western Digital Corporation in February 1999. From July 1997 through May 1998, Mr. Oney was a co-founder of and served as Vice President of Software Engineering for Ridge Technologies, a Windows NT storage company acquired by Adaptec, Inc., in May 1998. Prior to founding Ridge, from May 1988 through June 1997, Mr. Oney served in a variety of engineering and management roles at Apple Computer, Inc., most recently as Director of Software Development for the PowerBook line of business. Mr. Oney received a B.S. in Electrical Engineering from Rochester Institute of Technology.

      Donald E. Smith has served as Extensity’s Senior Vice President of Hosted Operations since January 2000. Mr. Smith co-founded Clarify, Inc. in 1990, and held various management positions at Clarify until January 2000, including Vice President of Sales and Engineering and Director of Quality Assurance, Product Design and Customer Support. Mr. Smith received a B.S. in Electrical Engineering from the University of Nebraska at Lincoln.

      David A. Yarnold has served as Extensity’s Senior Vice President of Worldwide Sales since January 2002; previously, he served as Vice President of North American Sales from January 2001 to December 2001, and Vice President of Business Development from August 1999 to January 2001. Prior to joining Extensity, from January 1996 to July 1999, Mr. Yarnold was employed at Clarify, Inc., most recently as Vice President of Northern American Sales. From January 1993 to October 1995, Mr. Yarnold served as Regional Vice President of Platinum Software Corporation, a financial software provider. Mr. Yarnold received a B.S. in Accounting from San Francisco State University and has held a Certified Public Accountant’s license.

      Dr. Rick L. Spickelmier has served as Extensity’s Chief Technology Officer since July 2000, and prior to this position he was Extensity’s Server Architect. Prior to joining Extensity, from 1990 to 1998, Dr. Spickelmier served as the Director of Development at Objectivity, a supplier of object database management systems, and from 1988 to 1990 managed CAD framework development at the University of California at Berkeley. Dr. Spickelmier received a Ph.D. and an M.S. in Electrical Engineering and Computer Sciences from the University of California at Berkeley and a B.S. in Electrical Engineering from Oregon State University.

      Jennifer H. Burt has served as Extensity’s Senior Vice President of Human Resources since September 2000. Prior to joining Extensity, from May 2000 to September 2000, Ms. Burt served as Senior Director of Human Resources at Fatbrain, an online retailer. Prior to that, from August 1985 to May 2000, Ms. Burt served as a Director of Human Resources at Viking Freight Inc., an overnight delivery company.

      Benjamin Netick has served as Extensity’s Vice President of Finance and Acting Chief Financial Officer since September 2002; previously, he served Extensity as Director of Finance since joining in October 1999. Prior to joining Extensity, from July 1998 to October 1999, Mr. Netick was the Controller at 2Bridge Software, which developed corporate portal software, and from January 1996 to July 1998 was an SEC Reporting and Financial Analyst at Advent Software, which developed portfolio management software. Mr Netick received a B.S. in Business Administration from the University of California at Berkeley.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT OF EXTENSITY

      The following table sets forth, as of January 31, 2003, certain information known to Extensity regarding the beneficial ownership of Extensity common stock by (a) each person who is known by Extensity to be the beneficial owner of more than five percent of Extensity’s outstanding shares of common stock, (b) the directors of Extensity, (c) the named executive officers of Extensity, and (d) the directors and executive officers as a group. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Under this rule, certain shares may be deemed to be beneficially owned by more than one person, if, for example, persons share the power to vote or the power to dispose of the shares. In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares, for example, upon exercise of an option or warrant, within 60 days of January 31, 2003. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person, and only such person, by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date. The percentage of beneficial ownership for the following table is based on 25,506,378 shares of common stock outstanding as of January 31, 2003. Unless otherwise indicated, the address for each listed stockholder is: c/o Extensity, Inc., 2200 Powell Street, Suite 300, Emeryville, California 94608. To Extensity’s knowledge, except as otherwise indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.

	Beneficial Ownership
	Number of		Percent of
Beneficial Owner	Shares		Total
Robert A. Spinner(1)		1,532,320		6.0	%
Sharam I. Sasson(2)		1,752,000		6.9
Christopher D. Brennan(3)		84,333		*
John R. Hummer(4)		1,007,399		3.9
David A. Reed(5)		76,000		*
Ted. E. Schlein(6)		2,916,315		11.4
Elizabeth A. Ireland(7)		254,550		1.0
Benjamin Netick (8)		38,029		*
Mark K. Oney(9)		204,489		*
David E. Smith(10)		236,913		*
David A. Yarnold(11)		240,059		*
Entities affiliated with Austin Marxe and David Greenhouse(12)		4,491,970		17.6
Entities affiliated with Kleiner Perkins Caufield & Byers(13)		2,909,040		11.4
All executive officers and directors as a group (11 persons)(14)		8,342,407		30.4	%

* Less than 1% of the outstanding shares of common stock

(1)

Includes 764,933 shares held by the Spinner Family Trust UA dated August 3, 1999, of which Mr. Spinner is a trustee, and 30,000 shares held in trust for members of Mr. Spinner’s immediate family, as to which shares Mr. Spinner disclaims beneficial ownership. Includes 687,387 shares of Extensity’s common stock issuable upon exercise of options within 60 days of January 31, 2003.

(2)

Includes 1,607,000 shares held by the Sasson Family Trust U/ D/ T dated December 28, 1994, of which Mr. Sasson is a trustee. Also includes 10,000 shares held in trust by the DAS Trust UTA dated September 24, 1998 and 10,000 shares held by the EIS Trust UTA dated September 24, 1998, of which trusts Mr. Sasson is a trustee and as to which shares Mr. Sasson disclaims beneficial ownership. Includes 125,000 shares issuable upon exercise of options within 60 days of January 31, 2003.

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(3)	Includes 75,000 shares issuable upon exercise of options within 60 days of January 31, 2003.
(4)	Includes (i) 407,575 shares held by Hummer Winblad Venture Partners II, L.P.; and (ii) 213,320 shares held by Hummer Winblad Venture Partners III, L.P. Mr. Hummer disclaims beneficial ownership of the shares held by funds affiliated with Hummer Winblad Venture Partners, except to the extent of his pecuniary interest therein. Mr. Hummer is the sole natural person who exercises voting and/or dispositive powers for the shares held by the entities affiliated with Hummer Winblad Venture Partners. Includes 75,000 shares issuable upon exercise of options within 60 days of January 31, 2003.
(5)	Includes 75,000 shares issuable upon exercise of options within 60 days of January 31, 2003.
(6)	Includes (i) 900,010 shares held by Kleiner Perkins Caufield & Byers VIII, L.P. (“KPCB VIII”); (ii) 1,884,209 shares held by KPCB Java Fund, L.P. (“KPCB Java”); and (iii) 52,096 shares held directly by KPCB VIII Founder Fund (“KPCB VIII FF”). Mr. Schlein is a limited partner of KPCB VIII Associates, L.P. (“KPCB VIII Associates”) and a limited partner of KPCB Java Associates, L.P. (KPCB Java Associates). KPCB VIII Associates is the general partner of KPCB Java Associates, KPCB VIII and KPCB VIII FF. KPCB Java Associates is the general partner of KPCB Java. The following natural persons exercise voting and/or dispositive powers for the shares held by KPCB Java, KPCB VIII and KPCB VIII FF: Brook Byers, John Doerr, Vinod Khosla, Joseph Lacob, Kevin Compton, Doug MacKenzie and William Hearst. Mr. Schlein disclaims beneficial ownership of the shares held by KPCB VIII, KPCB Java and KPCB VIII FF except to the extent of his pecuniary interest therein. Includes 75,000 shares issuable upon exercise of options within 60 days of January 31, 2003.
(7)	Includes 148,751 shares issuable upon exercise of options within 60 days of January 31, 2003.
(8)	Includes 30,490 shares issuable upon exercise of options within 60 days of January 31, 2003.
(9)	Includes 2,000 shares held by Mr. Oney’s children. Includes 127,334 shares issuable upon exercise of options within 60 days of January 31, 2003.

(10)	Includes 1,867 shares held in trust of which Mr. Smith is the trustee. Includes 111,938 shares issuable upon exercise of options within 60 days of January 31, 2003. Includes 12,500 shares subject to repurchase within 60 days of January 31, 2003.
(11)	Includes 10,000 shares held by Mr. Yarnold’s children. Includes 146,147 shares issuable upon exercise of options within 60 days of January 31, 2003.
(12)	Includes (i) 2,877,270 shares owned by Special Situations Fund III; (ii) 655,100 shares owned by Special Situations Technology Fund; and (iii) 959,600 shares owned by the Special Situations Cayman Fund, L.P. The address of the Special Situations Fund III and the Special Situations Technology Fund is 153 East 53 Street, New York, New York 10022. The address of the Special Situations Cayman Fund, L.P. is c/o CIBC Bank and Trust Company (Cayman) Limited, CIBC Bank Building, P.O. Box 694, Grand Cayman, Cayman Islands, British West Indies.
(13)	Includes (i) 900,010 shares held by KPCB VIII; (ii) 1,884,209 shares held by KPCB Java; (iii) 52,096 shares held directly by KPCB VIII FF; and (iv) 72,725 shares held by KPCB Information Sciences Zaibatsu Fund II (“KPCB Zaibatsu”). The address for each of the foregoing stockholders is 2750 Sand Hill Road, Menlo Park, California 94025.
(14)	Includes an aggregate of 864,660 shares issuable upon exercise of options within 60 days of January 31, 2003. See footnotes 1 through 10.

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LEGAL MATTERS

      Certain legal matters in connection with the validity of the Geac common shares to be issued in the merger will be passed upon for Geac by Blake, Cassels & Graydon LLP. Heller Ehrman White & McAuliffe LLP is acting as special tax counsel to Geac in connection with the merger.

EXPERTS

      Geac’s audited consolidated financial statements as of April 30, 2002 and 2001 and for each of the two years in the period ended April 30, 2002 that are included in the registration statement of which this proxy statement/ prospectus is a part have been so included in reliance on the report of PricewaterhouseCoopers LLP, Toronto, Canada, independent accountants, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements of Extensity, Inc. as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001 that are included in the registration statement of which this proxy statement/ prospectus is a part have been so included in reliance on the report of PricewaterhouseCoopers LLP, San Jose, California, independent accountants, given on the authority of said firm as experts in auditing and accounting.

      THIS PROXY STATEMENT/ PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE GEAC COMMON SHARES OR THE SOLICITATION OF A PROXY, IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE THE OFFER, SOLICITATION OF AN OFFER OR PROXY SOLICITATION IN THAT JURISDICTION. NEITHER THE DELIVERY OF THIS PROXY STATEMENT/ PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MEANS, UNDER ANY CIRCUMSTANCES, THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH IN THIS PROXY STATEMENT/ PROSPECTUS OR IN GEAC’S OR EXTENSITY’S AFFAIRS SINCE THE DATE OF THIS PROXY STATEMENT/ PROSPECTUS. THE INFORMATION CONTAINED IN THIS PROXY STATEMENT/ PROSPECTUS RESPECTING EXTENSITY AND ITS SUBSIDIARY WAS PROVIDED BY EXTENSITY. THE INFORMATION CONTAINED IN THIS PROXY STATEMENT/ PROSPECTUS RESPECTING GEAC AND ITS SUBSIDIARIES WAS PROVIDED BY GEAC.

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DESCRIPTION OF GEAC SHARE CAPITAL

      Geac’s authorized capital consists of an unlimited number of common shares without nominal or par value and an unlimited number of preference shares without nominal or par value, issuable in series, of which 83,059,942 common shares and no preference shares are outstanding as of December 31, 2002.

      Geac’s common shares entitle their holders to receive notice of and attend all meetings of shareholders, and to vote thereat, except meetings at which only holders of a specified class of shares (other than the common shares) or a specified series of shares are entitled to vote. The holders of common shares are entitled to dividends, if, as, and when declared by the board of directors of Geac. The common shares are entitled upon liquidation, dissolution or winding-up of Geac to receive the remaining assets of the corporation, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of Geac.

      The preference shares may from time to time be issued in one or more series and subject to the sending of articles of amendment in prescribed form and the issuance of a certificate of amendment in respect thereof, the directors may fix from time to time before such issue the number of shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of preference shares. The preference shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, or any other return of capital or distribution of assets of Geac among its shareholders for the purpose of winding up its affairs, rank on a parity with the preference shares of every other series and be entitled to preference over the common shares and over any other shares of Geac ranking junior to the preference shares of any series.

      Geac has adopted a shareholder protection rights plan, which is referred to as the Geac Rights Plan. A summary of the material terms and conditions of the Geac Rights Plan is set out in the section entitled “Geac Shareholder Protection Rights Plan” beginning on page 157.

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GEAC SHAREHOLDER PROTECTION RIGHTS PLAN

      The following is a summary of the material terms and conditions of the Geac rights plan, which is qualified by and is subject to the full terms and conditions of the rights agreement establishing the Geac rights plan, and which is referred to as the rights agreement.

Issuance of Rights

      The board of directors authorized the issuance of one right for each Geac common share that was outstanding on March 15, 2000, which is referred to as the record time. One right will also be issued for each voting share (which includes the common shares and any other shares in or interests of Geac entitled to vote generally in the election of directors) issued after the record time and prior to the separation time (as defined below), subject to the earlier termination or expiration of the rights as set out in the rights agreement.

Exercise Price

      Until the separation time, the exercise price of each right is three times the market price, from time to time, of the common shares. From and after the separation time, the exercise price is three times the market price, as at the separation time, per common share. The exercise price is subject to adjustment as set out in the rights agreement.

Term

      The rights agreement will expire at the annual meeting of Geac shareholders to be held in 2003, subject to earlier termination or expiration of the rights as set out in the rights agreement.

Trading of Rights

      Until the separation time, the rights will be evidenced by the certificates representing the associated common shares and will be transferable only together with the associated common shares. After the separation time, separate certificates evidencing the rights will be mailed to holders of record of voting shares (other than any shareholder or group of shareholders making a take-over bid) as of the separation time and such separate rights certificates alone will evidence the rights. The rights are listed on the Toronto Stock Exchange.

Separation Time

      The rights are not exercisable and do not trade separately from their associated voting shares until the “separation time.” The “separation time” is the close of business on the tenth trading day after the earlier of (i) the stock acquisition date, which is the first date of public announcement of facts indicating that a person has become an acquiring person (as defined below); and (ii) the date of the commencement of, or first public announcement of the intent of any person (other than Geac or any subsidiary of Geac) to commence, a take-over bid (other than a permitted bid or a competing permitted bid, each as defined below). The separation time can also be such later date as may from time to time be determined by the board of directors.

Acquiring Person

      An “acquiring person” is a person who is the beneficial owner (as defined below) of 20% or more of the outstanding voting shares of Geac. Excluded from the definition of acquiring person are Geac and its subsidiaries and any person who becomes the beneficial owner of 20% or more of the outstanding voting shares as a result of one or any combination of a voting share reduction, a pro rata acquisition, a permitted

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bid acquisition, an exempt acquisition or a convertible security acquisition (all as defined below). In general:

•  a “voting share reduction” means an acquisition or redemption by Geac of voting shares which, by reducing the number of voting shares outstanding, increases the percentage of voting shares beneficially owned by such person to 20% or more of the voting shares then outstanding;

•  a “pro rata acquisition” means an acquisition of voting shares and/or convertible securities as a result of a stock dividend, a stock split, a dividend reinvestment plan, or a rights offering issued on the same pro rata basis to all the holders of a series or class of voting shares;

•  a “permitted bid acquisition” means an acquisition of voting shares made pursuant to a permitted bid or a competing permitted bid;

•  an “exempt acquisition” means an acquisition of voting shares and/or convertible securities in respect of which the board of directors has waived the application of the rights plan or which was made pursuant to a distribution to the public of voting shares and/or convertible securities made pursuant to a prospectus or a securities exchange take-over bid circular or a distribution by way of a private placement by Geac; and

•  a “convertible security acquisition” means an acquisition of voting shares upon the exercise of convertible securities received by a person pursuant to a permitted bid acquisition, an exempt acquisition or a pro rata acquisition.

      Also excluded from the definition of acquiring person are underwriters or banking group or selling group members acting in connection with a distribution of securities and any “grandfathered person” (generally, any person who is the beneficial owner of 20% or more of the outstanding voting shares at the date of the rights agreement). To Geac’s knowledge, there are no grandfathered persons.

Beneficial Ownership

      In general, a person is deemed to “beneficially own” securities actually held by others in circumstances where those holdings are or should be grouped together for purposes of the rights plan. Included are holdings by the person’s “affiliates” (generally, a person that controls, is controlled by, or under common control with another person) and “associates” (generally, relatives sharing the same residence).

      Also included are securities that the person or any of the person’s affiliates or associates has the right to acquire within 60 days (other than customary agreements with and between underwriters and banking group or selling group members with respect to a distribution of securities and other than pursuant to pledges of securities in the ordinary course of business).

      A person is also deemed to beneficially own any securities that are beneficially owned (as described above) by any other person with which the person is acting jointly or in concert. A person is acting jointly or in concert with any other person who is a party to an agreement, commitment or understanding with the first person for the purpose of acquiring or offering to acquire voting shares.

Exclusions from the Definition of Beneficial Ownership

      The definition of “beneficial ownership” contains several exclusions whereby a person is not considered to beneficially own a security. There are exemptions from the deemed beneficial ownership provisions for institutional shareholders acting in the ordinary course of business. These exemptions apply to (i) an investment manager which holds securities in the ordinary course of business in the performance of its duties for the account of any other person; (ii) a licensed trust company acting as trustee or administrator or in a similar capacity in relation to the estates of deceased or incompetent persons or in relation to other accounts and which holds such security in the ordinary course of its duties for such accounts; (iii) a crown agent or agency; (iv) a person established by statute, the ordinary business or activity of which includes the management of investment funds for employee benefit plans, pension plans

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and insurance plans of various public bodies; and (v) the administrator of one or more pension funds or plans registered under applicable law. The foregoing exemptions apply only so long as the manager, trust company, crown agent, statutory body, administrator or the plan is not then making or has not then announced an intention to make a take-over bid, other than an offer to acquire common shares or other securities pursuant to a distribution by Geac or by means of ordinary market transactions. A person will not be deemed to beneficially own any securities that are the subject of a permitted lock-up agreement (as defined in the rights agreement).

Flip-in Event

      A “flip-in event” occurs when any person becomes an acquiring person. If a flip-in event occurs prior to the expiration time that has not been waived by the board of directors (see “Waiver” below), each right (except for rights beneficially owned or which may thereafter be beneficially owned by an acquiring person or a transferee of such a person, which rights will become null and void) shall constitute the right to purchase from Geac, on payment of the exercise price, Geac common shares having an aggregate market price equal to twice the exercise price, for an amount in cash equal to the exercise price, subject to anti-dilution adjustments.

Permitted Bid and Competing Permitted Bid

      A take-over bid will not trigger a flip-in event if it is a permitted bid or competing permitted bid. A “permitted bid” is a take-over bid made by way of a take-over bid circular to all holders of voting shares and which complies with the following additional provisions:

      (i) no voting shares shall be taken up or paid for pursuant to the take-over bid prior to the close of business on a date which is not less than 60 days following the date of the take-over bid;

      (ii) unless the take-over bid is withdrawn, voting shares may be deposited pursuant to the take-over bid at any time prior to the close of business on the date of first take-up or payment for voting shares and all voting shares deposited pursuant to the take-over bid may be withdrawn at any time prior to the close of business on such date;

      (iii) more than 50% of the then outstanding voting shares held by independent shareholders (as defined in the rights agreement) must be deposited to the take-over bid and not withdrawn at the close of business on the date of first take-up or payment for voting shares; and

      (iv) if more than 50% of the then outstanding voting shares held by independent shareholders have been deposited to the take-over bid and not withdrawn as at the date of first take-up or payment for voting shares under the take-over bid, the offeror will make a public announcement of that fact and the take-over bid will remain open for deposits and tenders of voting shares for not less than 10 business days from the date of such public announcement.

      A “competing permitted bid” is a take-over bid that is made after a permitted bid has been made but prior to its expiry, and that satisfies all the requirements of a permitted bid as described above, except that a competing permitted bid is only required to remain open until a date that is not less than the later of 21 days after the date of the take-over bid constituting the competing permitted bid and 60 days after the date of the take-over bid of the prior bid.

Redemption

      Redemption of Rights on Approval of Holders of Voting Shares and Rights. With the prior consent of the holders of voting shares or rights, the board of directors may at any time prior to the occurrence of a flip-in event that has not been waived, elect to redeem all but not less than all of the then outstanding rights at a redemption price of CDN$0.001 per right, subject to adjustment for anti-dilution as provided in the rights agreement.

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      Deemed Redemption. If a person who has made a permitted bid, a competing permitted bid or an exempt acquisition in respect of which the board of directors has waived or has deemed to have waived the application of the rights plan consummates the acquisition of the voting shares, the board of directors shall be deemed to have elected to redeem the rights for the redemption price.

      Redemption of Rights on Withdrawal or Termination of Bid. Where a take-over bid that is not a permitted bid or competing permitted bid expires, is withdrawn or otherwise terminates after the separation time and prior to the occurrence of a flip-in event, the board of directors may elect to redeem all the outstanding rights at the redemption price. Upon the rights being so redeemed, all the provisions of the rights plan shall continue to apply as if the separation time had not occurred and rights certificates had not been mailed, and the separation time shall be deemed not to have occurred.

Waiver

      Discretionary Waiver Respecting Acquisition not by Take-over Bid Circular. With the prior consent of the holders of voting shares the board of directors may, prior to the occurrence of a flip-in event that would occur by reason of an acquisition of voting shares otherwise than pursuant to a take-over bid made by means of a take-over bid circular sent to all holders of voting shares or by inadvertence when such inadvertent acquiring person has then reduced its holdings to below 20%, waive the application of the rights plan to such flip-in event.

      Discretionary Waiver Respecting Acquisition by Take-over Circular and Mandatory Waiver of Concurrent Bids. The board of directors may, prior to the occurrence of a flip-in event that would occur by reason of an acquisition of voting shares pursuant to a take-over bid made by means of a take-over bid circular sent to all holders of voting shares, waive the application of the rights plan to such a flip-in event, provided that if the board of directors waives the application of the rights plan to such a flip-in event, the board of directors shall be deemed to have waived the application of the rights plan in respect of any other flip-in event occurring by reason of such any take-over bid made by means of a take-over bid circular sent to all holders of voting shares prior to the expiry of the take-over bid for which a waiver is, or is deemed to have been, granted.

      Waiver of Inadvertent Acquisition. The board of directors may waive the application of the rights plan in respect of the occurrence of any flip-in event if (i) the board of directors has determined that a person became an acquiring person under the rights plan by inadvertence and without any intent or knowledge that it would become an acquiring person; and (ii) the acquiring person has reduced its beneficial ownership of voting shares such that at the time of waiver the person is no longer an acquiring person.

Supplements and Amendments

      Geac may make changes to the rights agreement prior to or after the separation time to correct any clerical or typographical error or to maintain the validity of the rights agreement as a result of any change in any applicable legislation, rules or regulation without the approval of the holders of the voting shares or rights. Geac may also make changes to the rights agreement prior to the meeting without the approval of the holders of the voting shares or the rights.

      Geac may, with the approval of the holders of voting shares, at any time prior to the separation time, make changes to or rescind any of the provisions of the rights agreement and the rights (whether or not such action would materially adversely affect the interest of the holders of rights generally).

      Geac may, with the approval of the holders of rights, at any time after the separation time, make changes to or rescind any of the provisions of the rights agreement and the rights (whether or not such action would materially adversely affect the interest of the holders of rights generally).

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Anti-Dilution Adjustments

      The exercise price of a right, the number and kind of shares subject to purchase upon exercise of a right, and the number of rights outstanding, will be adjusted in certain events, including:

      (i) if there is a dividend payable in Geac common shares or convertible securities (other than pursuant to any optional stock dividend program) on the Geac common shares, or a subdivision or consolidation of the Geac common shares, or an issuance of Geac common shares or convertible securities in respect of, in lieu of or in exchange for Geac common shares; or

      (ii) if Geac fixes a record date for the distribution to all holders of its common shares of certain rights or warrants to acquire its common shares or convertible securities, or for the making of a distribution to all holders of its common shares of evidences of indebtedness or assets (other than regular periodic cash dividends or stock dividends payable in common shares) or rights or warrants.

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COMPARISON OF STOCKHOLDER RIGHTS AND

CORPORATE GOVERNANCE MATTERS

      The rights of holders of Extensity common stock are currently governed principally by:

•  the laws of Delaware, particularly the General Corporation Law of the State of Delaware;

•  Extensity’s amended and restated certificate of incorporation, referred to as the “Extensity charter;”

•  Extensity’s bylaws; and

•  the United States securities laws.

      When the merger is effective, Extensity stockholders who elect to receive Geac common shares will become shareholders of Geac, a Canadian corporation. The rights of holders of Geac common shares are currently governed principally by:

•  the Canada Business Corporations Act;

•  Geac’s restated certificate and articles of incorporation, referred to as the “Geac charter;”

•  Geac’s bylaws; and

•  the securities laws applicable in Canada and the United States.

      While the rights and privileges of stockholders of a corporation organized under the Canada Business Corporations Act such as Geac are, in many instances, comparable to those of stockholders of a Delaware corporation such as Extensity, there are material differences. The following is a summary of material differences between the rights of holders of Extensity common stock and the holders of Geac common shares. These differences arise from differences between the Delaware General Corporation Law and the Canada Business Corporations Act and between the charters and bylaws of Extensity and Geac.

      This summary does not purport to be complete and is qualified in its entirety by reference to the Delaware General Corporation Law and the Canada Business Corporations Act, applicable provisions of United States and Canadian securities law and the respective charters and bylaws of Extensity and Geac. You should review this document and the other documents referred to in this section for a more complete understanding of the differences between being an Extensity stockholder and a Geac stockholder. Upon request, Extensity will send you copies of the charters and bylaws of Extensity and Geac.

General Provisions

Authorized Capital

      Extensity. The authorized capital stock of Extensity consists of:

•  75,000,000 shares of common stock, par value US$.001 per share, of which there were 25,506,378 shares outstanding as of February 5, 2003; and

•  5,000,000 shares of undesignated preferred stock, par value US$.01 per share, of which none were outstanding as of February 5, 2003.

      Geac. The authorized share capital of Geac consists of:

•  an unlimited number of common shares without nominal or par value, of which there were 83,059,942 shares outstanding as of December 31, 2002; and

•  an unlimited number of preference shares without nominal or par value, of which there are no shares issued or outstanding.

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Director Requirements

      Extensity. The Delaware General Corporation Law permits a corporation’s certificate of incorporation or bylaws to contain provisions governing the number and terms of directors. If the certificate of incorporation fixes the number of directors, that number may not be changed without amending the certificate of incorporation. Extensity’s charter provides that the number of directors shall be fixed by, or in the manner provided in, the bylaws. Extensity’s bylaws provide that the authorized number of directors shall be established from time to time by resolution of the board of directors or by amendment of the bylaws. Currently, the number of directors on the Extensity board is set at seven.

      Geac. Under the Canada Business Corporations Act, a corporation whose securities are publicly traded must have at least three directors, including two who are not officers or employees of the corporation or any of its affiliates, but the actual number of directors is governed by a corporation’s charter. Geac’s charter provides that the number of directors will consist of a minimum of three and a maximum of fifteen. Geac’s bylaws provide that the actual number of directors will be determined from time to time by resolution of the directors. Currently, the number of directors on the Geac board is set at nine.

Director Qualifications

      Extensity. The Delaware General Corporation Law does not have any residency or other director qualification requirements.

      Geac. Under the Canada Business Corporations Act generally, 25% of the directors of the corporation and twenty-five percent of the directors present at a meeting must be Canadian residents. If a corporation has less than four directors, at least one must be a Canadian resident. Certain individuals are disqualified by the Canada Business Corporations Act from being directors, such as bankrupts or persons under eighteen years of age or of unsound mind.

Vacancy on the Board of Directors

      Extensity. Under the Delaware General Corporation Law, vacancies and newly created directorships may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director unless otherwise provided in the certificate of incorporation or the bylaws. However, the Delaware General Corporation Law also provides that if the directors then in office constitute less than a majority of the whole board, the Delaware Court of Chancery may, upon application of any stockholder(s) holding at least 10% of the total number of shares outstanding entitled to vote for directors, order an election of directors to be held to fill any vacancies.

      Geac. Under the Canada Business Corporations Act, subject to the articles of the corporation, a vacancy among the directors may be filled at a meeting of shareholders or by a quorum of directors except when the vacancy results from an increase in the number or minimum or maximum number of directors or from a failure to elect the appropriate number of directors required by the articles. Geac’s bylaws provided that three directors shall constitute a quorum for the transaction of business. Each director appointed holds office for the unexpired term of his or her predecessor unless his or her office is vacated earlier. Geac’s articles provide that the board of directors may appoint one or more directors for a term expiring not later than the close of the next annual meeting of shareholders provided that the total number of directors so appointed may not exceed one-third of the directors elected at the previous annual meeting of shareholders.

Removal of Directors

      Extensity. Generally, under the Delaware General Corporation Law, stockholders may remove directors, with or without cause, by a vote of the holders of a majority of the shares entitled to vote in an election of directors. However, unless the certificate of incorporation provides otherwise, if a Delaware

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corporation has a classified board with staggered terms, then stockholders may only remove directors for cause. Extensity does not have a classified board with staggered terms.

      Geac. Under the Canada Business Corporations Act, provided that articles of the corporation do not provide for cumulative voting, shareholders of a corporation may, by ordinary resolution passed at a special meeting, remove any director or directors from office. If holders of a class or series of shares have the exclusive right to elect one or more directors, a director elected by them may only he removed by an ordinary resolution at a meeting of the shareholders of that class or series.

Amendment to Governing Documents

      Extensity. The Delaware General Corporation Law generally requires a vote of the corporation’s board of directors and the affirmative vote of the holders of a majority of the outstanding stock of each class entitled to vote for any amendments to the certificate of incorporation. If an amendment alters the powers, preferences or special rights of a particular class or series of stock so as to affect them adversely, that class or series generally has the power to vote as a class notwithstanding the absence of any specifically enumerated power in the certificate of incorporation.

      The Delaware General Corporation Law also states that the power to adopt, amend, or repeal the bylaws of a corporation is vested with stockholders entitled to vote, except that the corporation may also confer that power on the board of directors in its certificate of incorporation. The Extensity charter empowers the directors to amend the bylaws.

      Geac. Under the Canada Business Corporations Act, an amendment to a corporation’s articles generally requires shareholder approval by special resolution. A “special resolution” is a resolution passed by at least two-thirds of the votes cast by shareholders who are entitled to vote on the resolution. In addition, if an amendment to the articles of incorporation adversely affects the rights of a particular class or series of shares, that class or series is entitled to vote separately as a class, whether or not that class or series otherwise carries a right to vote.

      Under the Canada Business Corporations Act, unless the articles or bylaws otherwise provide, the directors may, by resolution, make, amend, or repeal any bylaw that regulates the business or affairs of a corporation. Where the directors make, amend or repeal a bylaw, they are required to submit the bylaw, amendment or repeal to the shareholders at the next shareholders meeting, and the shareholders may, by an “ordinary resolution” confirm, reject or amend the bylaw, amendment or repeal. An “ordinary resolution” is a resolution passed by a majority of the votes cast by shareholders who voted on the resolution. If the directors of a corporation do not submit a bylaw, an amendment or a repeal to the shareholders at the next meeting of shareholders, the bylaw, amendment or repeal will cease to be effective, and no subsequent resolution of the directors to adopt, amend or repeal a bylaw having substantially the same purpose and effect is effective until it is confirmed or confirmed as amended by the shareholders.

Quorum of Stockholders

      Extensity. Under the Delaware General Corporation Law, a majority of shares entitled to vote at a meeting, present in person or represented by proxy, constitutes a quorum for the transaction of business, unless the certificate of incorporation or bylaws provide otherwise. A quorum may not consist of less than one-third of the shares entitled to vote at the meeting. Extensity’s bylaws provide that a quorum consists of a majority of shares entitled to vote at the meeting, present in person or represented by proxy.

      Geac. Under the Canada Business Corporations Act, the holders of a majority of the shares entitled to vote at a meeting, present in person or represented by proxy, constitute a quorum for the transaction of business, irrespective of the number of persons present at the meeting, unless the bylaws provide otherwise. Geac’s bylaws provide that a quorum at any shareholder meeting will be the holders present in person or represented by proxy of at least 20% of the outstanding shares entitled to be voted at the meeting.

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Annual Meeting of Stockholders

      Extensity. Under the Delaware General Corporation Law, unless directors are elected by written consent in lieu of an annual meeting, a corporation must hold an annual meeting of stockholders for the election of directors on the date and time designated by or in the manner provided in the certificate of incorporation or the bylaws. If the corporation does not hold an annual meeting or take action by written consent to elect directors for a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after the last annual meeting to elect directors, the Delaware Court of Chancery may order a meeting to be held upon the application of a stockholder or director.

      Extensity’s charter provides that stockholders of the corporation may not take action by written consent in lieu of a meeting but may act only at a duly called annual or special meeting.

      Geac. Under the Canada Business Corporations Act, the directors of a corporation must call an annual meeting not later than 18 months after the corporation comes in to existence and thereafter, not later than 15 months after holding the last preceding annual meeting and no later than six months after the end of the corporations’ preceding financial year. Geac’s bylaws provide that the meeting shall be held at such place within Canada as the board may determine.

Call of Special Stockholder Meeting

      Extensity. Under the Delaware General Corporation Law, written notice of any meeting of stockholders must be given to each stockholder entitled to vote at the meeting between 10 and 60 days before the meeting date; provided that for a merger, a minimum of 20 days notice is required and the holders of all stock, both voting and nonvoting, are entitled to the notice. A special meeting of stockholders may be called by the board of directors of a corporation, or by such persons as may be authorized by the corporation’s certificate of incorporation or bylaws. The Extensity charter provides that special meetings may be called only by the board of directors or by a duly authorized committee of the board of directors.

      Geac. The Canada Business Corporations Act provides that shareholder meetings may be called by the board of directors, and must be called by the board of directors when so requisitioned by holders of not less than 5% of the issued shares of the corporation that carry the right to vote at the meeting sought. A court may also order, in its discretion and in certain circumstances, the calling of a meeting upon the application of a director or shareholder entitled to vote at the meeting. Under Geac’s bylaws, the board of directors has the power to call a special meeting at any time.

Stockholder Consent Instead of a Meeting

      Extensity. Under the Delaware General Corporation Law, unless otherwise provided in the certificate of incorporation, any action required to be taken or which may be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting.

      Extensity’s bylaws permit stockholder action by written consent without a meeting, unless otherwise provided in the charter. Extensity’s charter provides that stockholders of Extensity may not take action by written consent in lieu of a meeting but must take any actions at a duly called annual or special meeting.

      Geac. Under the Canada Business Corporations Act, shareholder action may be taken without a meeting only by a written resolution signed by all shareholders who would be entitled to vote on that action at a meeting.

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Stockholder Proposals

      Extensity. Under the Delaware General Corporation Law, a corporation’s certificate of incorporation or bylaws may contain procedural requirements for submitting stockholder proposals. Extensity’s bylaws include specific requirements for stockholder proposals, including a requirement that stockholders submit notice of their intent to bring business before a meeting not less than 90 days prior to the anniversary date of the immediately preceding meeting and a requirement that certain information be included in a stockholder’s notice.

      Generally, under the U.S. securities laws, a stockholder may submit a proposal to be included in a corporation’s proxy statement if the stockholder:

•  owns at least 1% or US$2,000 market value of the securities entitled to be voted on the proposal;

•  has owned the securities for at least one year prior to the date of the proposal; and

•  continues to own the securities through the date of the meeting.

      A stockholder must also comply with procedural requirements described in the Securities Exchange Act of 1934, as amended.

      Under the U.S. securities laws, Extensity may exclude a shareholder proposal from its proxy statement if:

•  it is not a proper subject for stockholder action under Delaware law;

•  it would, if implemented, cause a violation of law;

•  it is materially false or misleading;

•  it relates to a personal grievance or is designed to further a personal interest not shared by other shareholders;

•  it relates to operations of the company that are immaterial;

•  Extensity lacks the power or authority to implement it;

•  it deals with a matter relating to Extensity’s ordinary business operations;

•  it relates to an election for membership to Extensity’s board of directors;

•  it conflicts with a proposal submitted by Extensity at the same meeting;

•  it has already been substantially implemented;

•  it substantially duplicates a proposal of another proponent that Extensity is including in the proxy statement;

•  it deals with substantially the same subject matter as another proposal that was included in Extensity’s proxy statement for a previous meeting and which did not receive the presumed level of support; or

•  it relates to specific amounts of cash or stock dividends.

      Geac. Under the Canada Business Corporations Act, a shareholder entitled to vote at an annual meeting of shareholders may submit to the corporation a proposal with matters that the shareholder proposes to raise at the next annual meeting. Upon receipt of a proposal, a corporation that solicits proxies will include the proposal in the management proxy circular and, if requested by the shareholder, include in the management proxy circular a statement by the shareholder of not more than 500 words in support of the proposal, and the name and address of the shareholder.

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      A corporation may, within 21 days after receiving a shareholder proposal, notify the shareholder of its intention to omit the proposal from the management proxy circular if:

•  the proposal is not submitted at least 90 days before the anniversary date of the notice of meeting that was sent to shareholders in connection with the previous annual meeting;

•  it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the corporation or its directors, officers or securityholders;

•  it clearly appears that the proposal does not relate in a significant way to the business or affairs of the corporation;

•  the corporation, in the previous two years, included a proposal at the request of the shareholder and the shareholder failed to present the proposal at the annual meeting; or

•  a substantially similar proposal was submitted to shareholders within the past two years and the proposal did not receive the prescribed level of support.

Appraisal Rights

      Extensity. Under the Delaware General Corporation Law, stockholders have the right, in certain circumstances, to dissent from a merger or consolidation of the corporation by demanding payment in cash for the fair value of their shares, as determined by the Delaware Court of Chancery. The Delaware General Corporation Law grants appraisal rights only for mergers or consolidations and not for a sale or transfer of assets, unless otherwise provided in the certificate of incorporation. In addition, no appraisal rights are available in a merger or consolidation to the holders of shares of any class or series which are, at the record date for the transaction:

•  listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by The National Association of Securities Dealers, Inc.; or

•  held by more than 2,000 stockholders, unless the transaction agreement requires the stockholders to receive anything other than:

•  stock of the surviving corporation;

•  stock of another corporation which is either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by The National Association of Securities Dealers, Inc. or held of record by more than 2,000 stockholders;

•  cash in lieu of fractional shares; or

•  some combination of the above.

      Geac. The Canada Business Corporations Act provides that shareholders entitled to vote on certain matters are entitled to exercise dissent rights and to be paid the fair value of their shares. The Canada Business Corporations Act does not distinguish for this purpose between listed and unlisted shares. Such matters include the following:

•  any amalgamation with a corporation, other than with, or between subsidiary corporations;

•  an amendment to the articles to add, change or remove any provisions restricting the issue, transfer or ownership of shares;

•  an amendment to the articles to add, change or remove any restriction upon the business or businesses that the corporation may carry on;

•  a continuance under the laws of another jurisdiction;

•  a sale, lease or exchange of all or substantially all of the property of the corporation other than in the ordinary course of business;

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•  a court order permitting a stockholder to dissent in connection with an application to the court for an order approving an arrangement proposed by the corporation;

•  amendments to the articles of a corporation which require a separate class or series vote, provided that a shareholder is not entitled to dissent if an amendment to the articles is effected by a court order made in connection with an action for an oppression remedy; or

•  carrying out a going private transaction or a squeeze out transaction.

      Under the Canada Business Corporations Act, a shareholder may, in addition to exercising dissent rights, seek an oppression remedy for any act of omission of a corporation which is oppressive, unfairly prejudicial to or that unfairly disregards a shareholder’s interest.

Stockholder Derivative Actions

      Extensity. Derivative actions may be brought in Delaware by a stockholder on behalf of, and for the benefit of, the corporation. The Delaware General Corporation Law provides that a stockholder must state in the complaint that the stockholder was a stockholder of the corporation at the time of the transaction of which the stockholder complains. A stockholder may not sue derivatively unless the stockholder first makes demand on the board of directors of the corporation that it bring suit and the demand has been refused, unless it is shown that the demand would have been futile or the refusal was wrongful.

      Geac. Under the Canada Business Corporations Act, a complainant (defined in the same manner as for the purposes of the oppression remedy, as set forth below) may apply to the court for leave to bring an action in the name of, and on behalf of, a corporation or any subsidiary, or to intervene in a existing action to which any corporation is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the corporation. Under the Canada Business Corporations Act, no action may be brought and no intervention in an action may be made unless the court is satisfied that:

•  the complainant has given not less than 14 days notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court and the directors of the corporation or its subsidiary do not bring, diligently prosecute or defend or discontinue the action;

•  the complainant is acting in good faith; and

•  it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.

      Under the Canada Business Corporations Act, the court in a derivative action may make any order it thinks fit including:

•  an order authorizing the complainant or any other person to control the conduct of the action;

•  an order directing the conduct of the action;

•  an order directing that any damages payable by a defendant in the action will be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of the corporation or its subsidiary; and

•  an order requiring the corporation or its subsidiary to pay reasonable legal fees and any other costs reasonably incurred by the complainant in connection with the action.

      Additionally, under the Canada Business Corporations Act, a court may order a corporation or its subsidiary to pay the complainant’s interim costs, including reasonable legal fees and disbursements. Although the complainant may be held accountable for the interim costs on final disposition of the complaint, the complainant is not required to give security for costs in a derivative action.

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Oppression Remedy

      Extensity. Although directors and officers of a Delaware corporation owe fiduciary duties to the corporation and its stockholders, as described below, the Delaware General Corporation Law does not provide for a statutory oppression remedy.

      Geac. The Canada Business Corporations Act provides a statutory oppression remedy that enables a court to issue interim and final orders to rectify the matters complained of, if the court is satisfied, upon application of a complainant as defined below, that:

•  any act or omission of the corporation or an affiliate effects a result;

•  the business or affairs of the corporation or an affiliate are or have been carried on or conducted in a manner; or

•  the powers of the directors of the corporation or an affiliate are or have been exercised in a manner;

that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director or officer of the corporation.

      A complainant includes:

•  a present or former registered holder or beneficial owner of securities of a corporation or any of its affiliates;

•  a present or former officer or director of the corporation or any of its affiliates;

•  the director appointed under Section 260 of the Canada Business Corporations Act; and

•  any other person who in the discretion of the court is a proper person to make a complaint.

      The oppression remedy provides the court with an extremely broad and flexible jurisdiction to intervene in corporate affairs to protect shareholders and other complainants. While conduct which is in breach of fiduciary duties of directors or that is contrary to the legal right of a complainant will normally trigger the court’s jurisdiction under the oppression remedy, the exercise of that jurisdiction does not depend on a finding of a breach of such legal and equitable rights. Additionally, a court may order a corporation or its subsidiary to pay the complainant’s interim costs, including reasonable legal fees and disbursements. Although the complainant may be held accountable for the interim costs on final disposition, a complainant is not required to give security for costs in an oppression action.

Payment of Dividends and Repurchase of Shares

      Extensity. The Delaware General Corporation Law permits a corporation, unless otherwise restricted by the certificate of incorporation, to declare dividends out of surplus, or if there is no surplus, out of the net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets. In addition, Delaware General Corporation Law generally provides that a corporation may redeem or repurchase its shares only if the redemption or repurchase would not impair the capital of the corporation.

      Geac. Under the Canada Business Corporations Act, a corporation may pay a dividend by issuing fully paid shares of the corporation. A corporation may also pay a dividend in money or property unless there are reasonable grounds for believing that (1) the corporation is, or would after the payment be, unable to pay its liabilities as they become due; or (2) the realizable value of the corporation’s assets would be less than the aggregate of its liabilities and stated capital of all classes. Under the Canada Business Corporations Act, a purchase or other acquisition by a corporation of its shares is generally subject to the solvency tests similar to those applicable to the payment of dividends, as set out above.

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Fiduciary Duties of Directors

      Extensity. Under the Delaware General Corporation Law, directors owe a duty of care and a duty of loyalty to the corporation. The duty of care requires that the directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of corporate employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the directors reasonably believe to be in the best interests of the stockholders.

      Geac. Pursuant to section 122 of the Canada Business Corporations Act, the duty of loyalty requires directors of a corporation to act honestly and in good faith with a view to the best interests of the corporation, and the duty of care requires that the directors exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Indemnification of Officers and Directors

      Extensity. The Delaware General Corporation Law provides that a corporation may indemnify any of its present and former directors, officers, employees and agents, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. A corporation may indemnify these persons against all reasonable expenses, including attorneys fees and, except in actions initiated by or for the corporation, against all judgments, fines and settlement amounts if the indemnified person:

•  acted in good faith;

•  acted in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation; and

•  in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

      A corporation may not indemnify a person in connection with an action initiated by, or for the corporation, for any claim, issue or matter where the person is judged to be liable to the corporation unless, and only to the extent that, the court in which the action was brought determines that the person is entitled to indemnity. Expenses incurred by an officer or director in defending any action, may be paid by the corporation in advance of the final disposition of such action, upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation as authorized in this section. The Delaware General Corporation Law provides that a corporation will indemnify a present or former director or officer to the extent that he or she is successful on the merits or otherwise in the defense of any claim, issue or matter associated with the action.

      Generally, the Extensity charter and bylaws require Extensity to indemnify its directors and officers to the fullest extent permitted by applicable law. Extensity has also entered into indemnification agreements with its directors and certain officers.

      Geac. The Canada Business Corporations Act provides that a corporation may advance monies to a director, or officer or other individual for the costs, charges and expenses of a proceeding for which the corporation is permitted to indemnify such a person. The individual shall repay such monies if he or she does not fulfill the conditions for indemnification.

      Under the Canada Business Corporations Act, a corporation may indemnify a director or officer, a former director or officer or a person who acts or acted at the corporation’s request as a director or officer of another body corporate referred to as an “indemnifiable person”, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in

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respect of any civil, criminal, investigative or administrative action or proceeding in which the indemnifiable person is involved because of their association with the corporation or such body corporate, if he or she was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and: (i) he or she acted honestly and in good faith with a view to the best interests of such corporation; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. An indemnifiable person is entitled under the Canada Business Corporations Act to such indemnity from the corporation if he or she was substantially successful on the merits in his or her defense of the action or proceeding and fulfilled the conditions set out in (i) and (ii) above. A corporation may, with the approval of a court, also indemnify an indemnifiable person in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favor, to which such person is made a party by reason of being or having been a director or an officer of the corporation or body corporate, if he or she fulfills the conditions set forth in (i) and (ii), above.

      The Geac bylaws require Geac to indemnify specified persons to the fullest extent authorized by applicable law.

Director Liability

      Extensity. The Delaware General Corporation Law provides that a corporation’s certificate of incorporation may include a provision which limits or eliminates the liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that the liability does not arise from certain proscribed conduct, including intentional misconduct and breach of the duty of loyalty. Extensity’s charter contains a provision limiting the liability of its directors for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the Delaware General Corporation Law.

      Geac. The Canada Business Corporations Act provides that no provision in a contract, the articles, the bylaws or a resolution relieves a director or officer from the duty to act in accordance with the Canada Business Corporations Act or the regulations or relieves them from liability for a breach thereof. The bylaws of Geac provide certain protections from liability to directors and officers of Geac, as long as they have not breached their duties under the Canada Business Corporations Act.

Access to Corporate Records

      Extensity. Under the Delaware General Corporation Law, any stockholder of a Delaware corporation may examine the list of stockholders and any stockholder making a written demand may inspect any other corporate books and records for any purpose reasonably related to the stockholder’s interest as a stockholder.

      Geac. Under the Canada Business Corporations Act, stockholders, creditors, their agents and legal representatives, after giving the required notice, may examine the consolidated financial statements and certain of the records of a corporation such as Geac during usual business hours and take copies of extracts free of charge.

Preemptive Rights

      Extensity. Under the Delaware General Corporation Law, a stockholder does not have preemptive rights unless they are specifically granted in the corporation’s certificate of incorporation. Extensity’s charter does not provide for preemptive rights.

      Geac. Under the Canada Business Corporations Act, if provided in the articles of a corporation, no shares of a class will be issued unless the shares have first been offered to stockholders holding shares of that class, and those stockholders have preemptive rights to acquire the offered shares in proportion to

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their holdings of the shares of that class, at the price and on the terms that those shares are to be offered to others. Geac’s charter does not provide for preemptive rights.

Transactions with Interested Directors

      Extensity. Under the Delaware General Corporation Law, a contract or transaction between a corporation and a director with a financial interest in the contract or transaction is not void or voidable if:

•  the director discloses the material facts of his or her relationship or interest in the contract or transaction to the board of directors or the board of directors knows of the material facts of the interested director’s relationship or interest in the contract or transaction, and the board of directors authorizes the contract or transaction in good faith by affirmative vote of a majority of disinterested directors, although less than a quorum;

•  the director discloses the material facts of his or her relationship or interest in the contract or transaction to the stockholders entitled to vote on the matter or the stockholders entitled to vote on the matter know of the material facts of the interested director’s relationship or interest in the contract or transaction, and the stockholders authorize the contract or transaction in good faith; or

•  the contract or transaction is fair to the corporation at the time it is authorized, approved, or ratified, by the board of directors, a committee of the board or the stockholders.

      Geac. The Canada Business Corporations Act requires that a director or officer of a corporation disclose to the corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of directors, the nature and extent of any interests in a material contract or material transaction, whether made or proposed, with the corporation if the director or officer:

•  is a party to the contract or transaction;

•  is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or

•  has a material interest in a party to the contract or transaction.

      An interested director is prohibited from voting on a resolution to approve the contract or transaction except in certain circumstances, which include the contract or transaction relating primarily to his or her remuneration, a contract or transaction for indemnification or liability insurance of the director, or a contract or transaction with an affiliate of the corporation. If a director or officer has disclosed his or her interest in accordance with the Canada Business Corporations Act, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the corporation when it was approved, the director or officer is not accountable to the corporation or its shareholders for any profit realized from the contract or transaction and the contract or transaction is not invalid. Even if the foregoing conditions are not met, the Canada Business Corporations Act provides that, a director or officer, acting honestly and in good faith, is not accountable to the corporation or to its shareholders for any profit realized from a contract or transaction for which disclosure is required under the Canada Business Corporations Act and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction, if:

•  the contract or transaction is approved or confirmed by a special resolution at a meeting of shareholders;

•  disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and

•  the contract or transaction was reasonable and fair to the corporation when it was approved or confirmed.

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Requirements for Extraordinary Corporate Transactions

Vote Required for Extraordinary Transactions, Including Sale or Lease of Substantially All Assets

      Extensity. The Delaware General Corporation Law generally requires the affirmative vote of the holders of a majority of the outstanding voting stock to authorize any merger, consolidation, dissolution or sale of all or substantially all of the assets of a corporation. Unless required by the corporation’s certificate of incorporation, no authorizing stockholder vote is required of a corporation surviving a merger if:

•  the merger agreement does not amend the surviving corporation’s certificate of incorporation;

•  each share of stock of the surviving corporation outstanding immediately prior to the effective date of the merger will be an identical outstanding or treasury share of the surviving corporation after the merger; and

•  the number of shares to be issued in the merger plus those initially issued upon conversion do not exceed 20% of the surviving corporation’s outstanding common stock immediately prior to the merger.

      Approval by a parent corporation’s stockholders is not required under the Delaware General Corporation Law for any merger or consolidation of a subsidiary with and into its parent corporation if the parent corporation owns at least 90% of the outstanding shares of each class of stock of the subsidiary.

      Geac. Under the Canada Business Corporations Act, extraordinary corporate actions, such as certain amalgamations, continuances, sales, leases or exchanges of all or substantially all of the property of a corporation other than in the ordinary course of business, and other extraordinary actions such as liquidations or dissolutions are required to be approved by special resolution. For such approvals, each share of the corporation carries the right to vote, whether or not the shares are designated as voting shares in the corporation’s articles. In some cases the special resolution to approve an extraordinary corporate action must also be approved separately by the holders of a class or series of shares, including a class or series that does not otherwise have the right to vote.

      A corporation may also apply to a court for an order approving an arrangement which includes an amalgamation, a transfer of all or substantially all the property of a corporation to another corporation in exchange for property, money or securities of the corporation, or liquidation and dissolution where it is not insolvent and where it is not practicable for the corporation to make such fundamental change under other provisions of the Canada Business Corporations Act. The court may make any interim or final order it thinks fit with respect to the proposed arrangement.

      Shareholder approval is not required for an amalgamation between a parent corporation and one or more of its wholly owned subsidiaries or between two or more wholly owned subsidiaries.

Anti-takeover Provisions and Interested Stockholder Transactions

      Extensity. The Delaware General Corporation Law generally provides that any person who owns 15% or more of the corporation’s voting stock is an “interested stockholder” and may not engage in certain “business combinations” with the corporation for a period of three years following the time the person became an interested stockholder, unless:

•  the corporation’s board of directors has approved, before the time the person became an interested stockholder, either the business combination or the transaction that resulted in the person becoming an interested stockholder;

•  upon completion of the transaction that resulted in the person becoming an interested stockholder, the interested stockholder owns at least 85% of the corporation’s voting stock outstanding at the time the transaction is commenced, excluding shares owned by (1) persons who are both directors and officers and (2) employee stock plans in which participants do not have a right to determine confidentially whether shares will be tendered in a tender or exchange offer; or

173

•  the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders and not by written consent, of the affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder.

      For the purposes of determining whether a person is the “owner” of 15% or more of a corporation’s voting stock, ownership is defined broadly to include direct and indirect beneficial ownership and the right, directly or indirectly, to acquire the stock or to control the voting or disposition of the stock. A “business combination” is also defined broadly to include:

•  mergers and sales or other dispositions of 10% or more of the assets of a corporation with or to an interested stockholder;

•  transactions resulting in the issuance or transfer to the interested stockholder of any stock of the corporation or its subsidiaries;

•  transactions which would result in increasing the proportionate share of the stock of a corporation or its subsidiaries owned by the interested stockholder; and

•  receipt by the interested stockholder of the benefit, except proportionately as a stockholder, of any loans, advances, guarantees, pledges or other financial benefits.

      These restrictions placed on interested stockholders do not apply under certain circumstances, including, but not limited to, the following:

•  if the corporation’s original certificate of incorporation contains a provision expressly electing not to be governed by Section 203 of the Delaware General Corporation Law; or

•  if the corporation, by action of its stockholders, adopts an amendment to its bylaws or certificate of incorporation expressly electing not to be governed by the section, provided that the amendment:

•  is approved by the affirmative vote of a majority of the outstanding shares entitled to vote;

•  will not be effective until 12 months after its adoption; and

•  will not apply to any business combination with a person who became an interested stockholder at or prior to adoption.

      Extensity’s charter does not exempt it from the application of the business combination section of the Delaware General Corporation Law.

      Geac. The Canada Business Corporations Act does not contain a comparable provision with respect to business combinations. However, the requirements of certain Canadian securities regulatory authorities, including Rule 61-501 of the Ontario Securities Commission, contain requirements in connection with “related party transactions”. A related party transaction means, generally, any transaction by which an issuer, directly or indirectly, acquires or transfers an asset or acquires or issues treasury securities or assumes or transfers a liability from or to, as the case may be, a related party by, any means in any one or any combination of transactions. “Related party” is defined in Rule 61-501 to include, in relation to the issuer or a related party involved in the transaction, directors, senior officers and holders of securities sufficient to materially affect control of the issuer or of such other party, or persons beneficially owning or exercising control or direction over more than 10% of the voting securities of the issuer or of such other party.

      Rule 61-501 requires more detailed disclosure in the proxy material sent to securityholders in connection with a related party transaction, and, subject to certain exceptions, the preparation by an independent valuer of a formal valuation of the subject matter of the related party transaction and any non-cash consideration offered therefor and the inclusion of a summary of the valuation in the proxy material. Rule 61-501 also requires that, subject to certain exceptions, the shareholders of the issuer, other than related parties, separately approve the transaction, by either a simple majority or two-thirds of the votes cast, depending on the circumstances.

174

      These requirements of Canadian securities regulators provide, in addition to specified exemptions in certain circumstances, for discretion to be exercised by such regulators to exempt parties from some or all of such requirements, with or without conditions, where such regulators consider it to be consistent with the public interest to do so. In general, these requirements of Canadian securities laws are administered and enforced by securities regulators rather than by the courts and the basis upon which those regulators take jurisdiction over a matter and the remedies that may be available differ significantly from those applicable to the requirements of corporate law contained in the Canada Business Corporations Act.

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APPRAISAL RIGHTS

      Under the Delaware General Corporation Law, Extensity stockholders may object to the merger and demand in writing that Extensity pay the fair value of their shares. Determination of fair value is based on all relevant factors, but excludes any appreciation or depreciation resulting from the anticipation or accomplishment of the merger. Stockholders who wish to exercise appraisal rights must comply with all of the procedures to secure and preserve those rights. A copy of Section 262 of the Delaware General Corporation Law, which sets forth procedures a stockholder requesting appraisal must follow, is attached as Annex E to this document. These procedures are complicated and must be followed completely. An Extensity stockholder’s failure to comply with the procedures set forth in Section 262 can cause such stockholder’s appraisal rights to terminate. The following information is only a summary of the required procedures and is qualified in its entirety by the provisions of Section 262. Please review Section 262 for the complete procedures. Neither Geac nor Extensity will give you any notice other than as described in this document and as required by the Delaware General Corporation Law.

      General requirements. If you are an Extensity stockholder and you wish to exercise your appraisal rights, Section 262 generally requires the following:

•  Written demand for appraisal. You must deliver a written demand for appraisal to Extensity before the vote is taken at the Extensity stockholders’ meeting. This written demand for appraisal must be separate from the proxy. Failure to return the proxy, or returning the proxy with a notation on it, will not alone constitute demand for appraisal. Similarly, a vote against the merger will not satisfy the requirement that you make written demand for appraisal. You should read this section and Section 262 for more details on making a demand for appraisal.

•  Refrain from voting for the merger proposal. You must not vote in favor of adopting and approving the merger agreement and the merger. If you return a properly executed proxy or otherwise vote in favor of adopting and approving the merger agreement and the merger, your right to appraisal will terminate, even if you previously filed a written demand for appraisal. You do not have to vote against the merger agreement and the merger in order to preserve your appraisal rights.

•  Continuous ownership of Extensity shares. You must continuously hold your shares of Extensity stock from the date you make the demand for appraisal through the closing of the merger.

      Requirements for Written Demand for Appraisal. A written demand for appraisal of Extensity stock is only effective if it is received by Extensity before the vote is taken at the special meeting on the proposal to adopt and approve the merger agreement and the merger and if it is signed by, or for, the stockholder of record who owns the shares at the time the demand is made. The demand should specify the stockholder’s name and mailing address, the number of shares of stock owned, and that the stockholder is thereby demanding appraisal of such stockholder’s shares. The demand must be signed as the stockholder’s name appears on its stock certificate(s) and received by Extensity at Extensity, Inc., 2200 Powell Street, Suite 300, Emeryville, California 94608, Attention: Secretary.

      Written notice. Within 10 days after the closing of the merger, Extensity must give written notice that the merger has become effective to each stockholder who has fully complied with the conditions of Section 262.

      Petition with the Chancery Court. Within 120 days after the closing of the merger, either Extensity or any stockholder who has fully complied with the conditions of Section 262 may file a petition in the Delaware Court of Chancery. This petition must request that the Chancery Court determine the value of the shares of Extensity stock held by all of the stockholders who are entitled to appraisal rights. If you intend to exercise your rights of appraisal, you must fully comply with Section 262 and file a petition in the Chancery Court at the appropriate time. If you do not file such a petition within 120 days after the closing, you will lose your rights of appraisal. Extensity has no obligation to file a petition and has no intentions at this time to file a petition.

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      Withdrawal of demand. A stockholder may withdraw a demand for appraisal at any time within 60 days after the closing of the merger. A stockholder may also withdraw a demand for appraisal after 60 days after the closing of the merger, but only with the written consent of Extensity. A stockholder who withdraws a demand for appraisal will receive the merger consideration (either Geac common shares or cash, at Geac’s election) provided in the merger agreement.

      Request for Appraisal Rights Statement. If you intend to exercise your appraisal rights and have fully complied with the conditions of Section 262, you will be entitled to receive a statement from Extensity setting forth the number of shares for which appraisal rights have been exercised and the number of stockholders who own those shares. In order to receive this statement, you must send a written request to Extensity within 120 days after the closing of the merger. After the merger, Extensity will have 10 days after receiving a request to mail the statement to the stockholder.

      Chancery Court Procedures. If you properly file a petition for appraisal in the Chancery Court and deliver a copy to Extensity, Extensity will then have 20 days to provide the Chancery Court with a list of the names and addresses of all stockholders who have demanded appraisal and have not reached an agreement with Extensity as to the value of their shares. The Chancery Court will then send notice to all of the stockholders who have demanded appraisal. If the Chancery Court decides it is appropriate, it has the power to conduct a hearing to determine whether the stockholders have fully complied with and are entitled to appraisal under Section 262. The Chancery Court may also require these stockholders to submit their stock certificates to the Registry in Chancery so that it can note on the certificates that an appraisal proceeding is pending. Stockholders who do not follow the Chancery Court’s directions may be dismissed from the proceeding.

      Appraisal of Shares. After the Chancery Court determines which stockholders are entitled to appraisal rights, the Chancery Court will appraise such stockholders’ shares. To determine the fair value of these shares, the Chancery Court will consider all relevant factors except for any appreciation or depreciation resulting from the anticipation or accomplishment of the merger. After the Chancery Court determines the fair value of these shares, it will direct Extensity to pay that value to the stockholders who are entitled to appraisal and who surrender their stock certificates to Extensity. The Chancery Court can also direct Extensity to pay interest, simple or compound, on that value if the Chancery Court determines that interest is appropriate on its own initiative or upon request.

      The Chancery Court could determine that the fair value of shares of Extensity stock is more than, the same as, or less than the merger consideration. In other words, if you demand appraisal rights, you could receive less consideration than you would under the merger agreement.

      Costs and Expenses of Appraisal Proceeding. The costs and expenses of the appraisal proceeding may be assessed against Extensity or the stockholders participating in the appraisal proceeding, or both, as the Chancery Court deems equitable under the circumstances.

      Loss of Stockholder’s Rights. If you demand appraisal and fully comply with Section 262, after the closing of the merger you will not be entitled to:

•  vote your shares of stock for which you have demanded appraisal for any purpose;

•  receive payment of dividends or any other distribution with respect to your shares, except for dividends or distributions, if any, that are payable to holders of record as of a record date before the effective time of the merger; or

•  receive the payment of the consideration provided for in the merger agreement.

      However, if you have demanded appraisal and fully complied with Section 262, you can regain these rights if no petition for an appraisal is filed within 120 days after the closing of the merger, or if you deliver to Extensity a written withdrawal of your demand for an appraisal and your acceptance of the merger, either within 60 days after the closing of the merger or, if later than 60 days after the closing of the merger, with the written consent of Extensity. As explained above, these actions will also terminate your appraisal rights. However, once commenced, an appraisal proceeding in the Chancery Court cannot

177

be dismissed without the Chancery Court’s approval. The Chancery Court may condition its approval upon any terms it considers just.

      If you fail to comply strictly with the procedures described previously you will lose your appraisal rights. Consequently, if you wish to exercise your appraisal rights, we strongly urge you to consult a legal advisor before attempting to exercise your appraisal rights.

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WHERE YOU CAN FIND MORE INFORMATION

      Extensity files reports, proxy statements and other information with the Securities and Exchange Commission as required by the Securities Exchange Act of 1934, as amended. Geac is a Canadian corporation and does not make regular filings with the SEC.

      You may read and copy reports, proxy statements and other information filed by Extensity with the SEC at the SEC’s Public Reference Room, Room 1024, 450 Fifth Street, NW, Washington, DC 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the Securities and Exchange Commission, Public Reference Section, 450 Fifth Street, NW, Washington, DC 20549. Extensity files its reports, proxy statements and other information electronically with the SEC. You may access information on Extensity at the SEC web site containing reports, proxy statements and other information at www.sec.gov.

      Geac is a Canadian company whose common shares are listed on the Toronto Stock Exchange. To date, Geac has not been required to file periodic reports, proxy statements or other information (other than this proxy statement/ prospectus and related information) with the SEC. Geac files reports, statements and other information with the Canadian provincial securities administrators, which are available at various of the Canadian provinces’ securities administrators’ public reference sources. Geac filings are also electronically available to the public from the Canadian System for Electronic Document Analysis and Retrieval, the Canadian equivalent of the SEC EDGAR system, at www.sedar.com.

      Following the completion of the merger, Geac will be required, under Section 15(d) of the Securities Exchange Act, to file periodic reports with the SEC. However, as a “foreign private issuer,” Geac will be exempt from some other requirements of the Act, including the proxy rules and information requirements of Section 14 of the Act and the reporting and short-swing profit recovery provisions applicable to officers, directors and significant shareholders under Section 16 of the Act. If you make a stock election and continue to hold Geac common shares, Geac will furnish to you the same periodic reports that it currently furnishes to Geac shareholders, including audited annual consolidated financial statements and unaudited quarterly consolidated financial statements, unless you notify Geac of your desire not to receive these reports, as well as proxy circulars and related materials for annual and special meetings of shareholders.

      Geac filed a registration statement on Form F-4 to register with the SEC the Geac common shares to be issued to holders of Extensity common stock who elect to receive them in the merger. This document is a part of that registration statement and constitutes the prospectus of Geac in addition to being a proxy statement to the Extensity stockholders. As allowed by SEC rules, this document does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. Please refer to the registration statement for further information with respect to Geac, Extensity and any Geac common shares to be issued in the merger.

      Following the merger, Geac expects to continue to be a “foreign private issuer” eligible to file reports under the Securities Exchange Act and the multi-jurisdictional disclosure system. The multi-jurisdictional disclosure system facilitates cross-border offerings of securities and continuous reporting by specified Canadian issuers. The system permits eligible companies in the United States and Canada to offer securities in the other country using the disclosure documents meeting the regulatory requirements of their home country. As a corporation governed by the Canada Business Corporations Act and subject to reporting requirements of the various securities regulatory authorities in Canada, Geac is required to prepare and file financial information in Canada under accounting principles generally accepted in Canada, or Canadian GAAP.

      Following the merger, Geac expects to file with the SEC and various securities regulatory authorities in Canada annual reports, including consolidated financial statements denominated in Canadian dollars and prepared under accounting principles generally accepted in Canada, or Canadian GAAP, which will include a reconciliation to accounting principles generally accepted in the United States, or US GAAP.

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      You may request a copy of Geac’s filings at no cost by writing or telephoning:

GEAC COMPUTER CORPORATION LIMITED

11 Allstate Parkway, Suite 300

Markham, Ontario L3R9T8

Canada

Tel: (905) 475-0525

Attn: Investor Relations

email: investor@geac.com

      You may request a copy of Extensity’s filings at no cost by writing or telephoning:

EXTENSITY, INC.

2200 Powell Street, Suite 300

Emeryville, California 94608

Tel: (510) 594-5964

Attn: Investor Relations

email: ir@extensity.com

      To ensure timely delivery of the documents, any requests should be received by February 21, 2003.

      If you have additional questions about the merger or about the solicitation of your proxy, you should contact Georgeson Shareholder Communications, Inc. at 1-866-295-4329.

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INDEX TO FINANCIAL STATEMENTS

Historical consolidated financial statements of Geac:
Report of independent accountants	F-2
Consolidated balance sheets as of April 30, 2001 and 2002 and October 31, 2002 (unaudited)	F-3
Consolidated statements of operations for the years ended April 30, 2001 and 2002 and the six months ended October 31, 2001 and 2002 (unaudited)	F-4
Consolidated statements of shareholders’ equity (deficiency) for the years ended April 30, 2001 and 2002 and the six months ended July 31, 2002 (unaudited)	F-5
Consolidated statements of cash flows for the years ended April 30, 2001 and 2002 and the six months ended October 31, 2001 and 2002 (unaudited)	F-6
Notes to consolidated financial statements	F-7
Historical consolidated financial statements of Extensity:
Report of independent accountants	F-35
Consolidated balance sheets as of December 31, 2000 and 2001 and September 30, 2002 (unaudited)	F-36
Consolidated statements of operations and comprehensive loss for the years ended December 31, 1999, 2000 and 2001 and the nine months ended September 30, 2001 and 2002 (unaudited)	F-37
Consolidated statements of stockholders’ equity (deficit) for the years ended December 31, 1999, 2000 and 2001 and the nine months ended September 30, 2002 (unaudited)	F-38
Consolidated statements of cash flows for the years ended December 31, 1999, 2000 and 2001 and the nine months ended September 30, 2001 and 2002 (unaudited)	F-39
Notes to consolidated financial statements	F-40
Unaudited pro forma condensed combined financial information:
Unaudited pro forma condensed combined balance sheet as of October 31, 2002 (all cash election)	F-56
Unaudited pro forma condensed combined balance sheet as of October 31, 2002 (all shares election)	F-57
Unaudited pro forma condensed combined statement of operations for the year ended April 30, 2002 (all cash election)	F-58
Unaudited pro forma condensed combined statement of operations for the six month period ended October 31, 2002 (all cash election)	F-59
Unaudited pro forma condensed combined statement of operations for the year ended April 30, 2002 (all shares election)	F-60
Unaudited pro forma condensed combined statement of operations for the six month period ended October 31, 2002 (all shares election)	F-61
Notes to unaudited pro forma condensed combined financial information	F-62

F–1

June 14, 2002

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of

Geac Computer Corporation Limited

      We have audited the consolidated balance sheets of Geac Computer Corporation Limited as at April 30, 2002 and 2001 and the consolidated statements of operations, shareholders’ equity (deficiency) and cash flows for each of the years in the two-year period ended April 30, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with generally accepted auditing standards in the United States of America. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

      In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2002 and 2001 and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2002 in accordance with generally accepted accounting principles in the United States of America.

      As we discussed in note 2 to the consolidated financial statements, the Company changed its method of accounting for goodwill and intangible assets effective May 1, 2001.

Chartered Accountants

Toronto, Ontario, Canada

F–2

GEAC COMPUTER CORPORATION LIMITED

CONSOLIDATED BALANCE SHEETS

(Canadian dollars, amounts in thousands)

	October 31,			April 30,
	2002			2002			2001
	$			$			$
	(Unaudited)
Assets
Current assets
Cash and cash equivalents		69,397			115,669			36,210
Accounts receivable and other (note 3)		66,887			79,032			98,833
Unbilled receivables		7,689			7,607			14,093
Future income taxes (note 18)		14,504			20,508			33,142
Inventory (note 4)		2,683			2,119			4,397
Prepaid expenses		21,568			21,016			20,703
		182,728			245,951			207,378
Future income taxes (note 18)		47,892			58,073			53,049
Property, plant and equipment (note 5)		41,611			47,679			63,250
Intangible assets (note 6)		—			424			2,071
Goodwill (note 7)		102,022			97,324			102,591
		374,253			449,451			428,339
Liabilities
Current liabilities
Bank indebtedness (note 10)		—			—			39,395
Accounts payable and accrued liabilities (note 8)		122,284			170,309			153,267
Income taxes payable		42,218			44,596			38,474
Current portion of long-term debt (note 11)		2,180			1,987			3,292
Deferred revenue		139,265			188,364			221,144
		305,947			405,256			455,572
Deferred revenue		6,551			10,679			23,237
Long-term debt (note 11)		7,673			9,954			6,483
		320,171			425,889			485,292
Shareholders’ Equity (Deficiency)
Share capital (note 13)
Preference shares; no par value; unlimited shares authorized; none issued or outstanding
Common shares; no par value; unlimited shares authorized; issued and outstanding 78,692 shares at October 31, 2002; 78,145 shares at April 30, 2002; 62,031 shares at April 30, 2001		157,094			154,524			113,131
Additional paid-in capital		2,765			3,788			3,070
Purchase warrants		1,566			1,750			—
Deferred stock-based compensation		(944	)		(1,294	)		(905	)
Employee loans to acquire shares		(375	)		(375	)		(375	)
Accumulated other comprehensive loss		(10,683	)		(5,194	)		(173	)
Deficit		(95,341	)		(129,637	)		(171,701	)
		54,082			23,562			(56,953	)
		374,253			449,451			428,339

Commitments and contingencies (note 12)

Approved by the Board of Directors

Charles S. Jones
Chairman ---------------------------------------
Robert L. Sillcox
Chair of the Audit Committee

The accompanying notes are an integral part of these consolidated financial statements.

F–3

GEAC COMPUTER CORPORATION LIMITED

CONSOLIDATED STATEMENT OF OPERATIONS

(Canadian dollars, amounts in thousands, except per share amounts)

		Six Months Ended October 31,						Years Ended April 30,
		2002			2001			2002			2001
		$			$			$			$
		(Unaudited)			(Unaudited)
Revenues
Software			32,751			41,352			83,718			91,392
Support and services			256,016			297,516			583,778			671,889
Hardware			25,608			23,591			51,956			74,402
Total revenues			314,375			362,459			719,452			837,683
Cost of revenues
Software			4,644			4,216			11,429			15,687
Support and services			112,747			138,741			273,180			346,234
Hardware			21,893			19,666			42,022			60,794
Total cost of revenues			139,284			162,623			326,631			422,715
Gross profit			175,091			199,836			392,821			414,968
Operating expenses
Sales and marketing			44,471			46,451			93,173			124,616
Product development (note 9)			34,413			47,070			92,792			117,309
General and administrative			44,014			48,529			91,452			104,011
Net restructuring and other unusual items (note 17)			(1,157	)		(731	)		45,861			295,943
Amortization of goodwill			—			—			—			58,129
Amortization of intangible assets			435			843			1,738			61,752
Total operating expenses			122,176			142,162			325,016			761,760
Income (loss) from operations			52,915			57,674			67,805			(346,792	)
Interest income			916			792			1,900			1,666
Interest expense			(395	)		(1,638	)		(3,521	)		(14,310	)
Gain on disposal of business (note 21)			—			1,062			5,073			97,300
Other income (expense), net			2,378			1,630			933			(5,581	)
Income (loss) from operations before income taxes			55,814			59,520			72,190			(267,717	)
Income taxes (note 18)			21,518			25,398			30,126			(32,925	)
Net income (loss)			34,296			34,122			42,064			(234,792	)
Other comprehensive income (loss)
Foreign exchange translation adjustment			(5,489	)		(5,302	)		(5,021	)		1,346
Comprehensive income (loss)			28,807			28,820			37,043			(233,446	)
Basic net income (loss) per share			0.44			0.50			0.58			(3.78	)
Diluted net income (loss) per share			0.43			0.49			0.56			(3.78	)
Weighted average number of common shares outstanding (note 15)
	Basic		78,326			68,178			73,130			62,068
	Diluted		80,358			69,908			75,784			62,068

The accompanying notes are an integral part of these consolidated financial statements.

F–4

GEAC COMPUTER CORPORATION LIMITED

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIENCY)

(Canadian dollars, amounts in thousands)

For the years ended April 30, 2002 and 2001

																			Employee			Accumulated						Total
	Share capital						Additional									Deferred			loans to			other			Retained			shareholders’
							paid-in			Special			Purchase			stock-based			acquire			comprehensive			earnings			equity
				Amount			capital			warrants			warrants			compensation			shares			income (loss)			(deficit)			(deficiency)
	shares			$			$			$			$			$			$			$			$			$
Audited balance — April 30, 2000		62,143			113,060			3,267			—			—			(2,799	)		(2,912	)		(1,519	)		66,278			175,375
Expiry of options vested		—			18			(18	)		—			—			—			—			—			—			—
Stock option compensation costs		—			—			(179	)		—			—			1,894			—			—			—			1,715
Issued for cash (note 13)		114			464			—			—			—			—			—			—			—			464
Purchased through normal course issuer bid and subsequently cancelled (note 13)		(226	)		(411	)		—			—			—			—			—			—			(650	)		(1,061	)
Net loss		—			—			—			—			—			—			—			—			(234,792	)		(234,792	)
Write-off of employee loan		—			—			—			—			—			—			2,537			—			(2,537	)		—
Foreign exchange translation adjustment		—			—			—			—			—			—			—			1,346			—			1,346
Audited balance — April 30, 2001		62,031			113,131			3,070			—			—			(905	)		(375	)		(173	)		(171,701	)		(56,953	)
Expiry of options vested		—			86			(86	)		—			—			—			—			—			—			—
Stock option compensation costs		—			—			804			—			—			(389	)		—			—			—			415
Issued for cash (note 13)		6,114			25,172			—			17,885			—			—			—			—			—			43,057
Exercise of special warrants (note 13)		10,000			16,135			—			(17,885	)		1,750			—			—			—			—			—
Net income		—			—			—			—			—			—			—			—			42,064			42,064
Foreign exchange translation adjustment		—			—			—			—			—			—			—			(5,021	)		—			(5,021	)
Audited balance — April 30, 2002		78,145			154,524			3,788			—			1,750			(1,294	)		(375	)		(5,194	)		(129,637	)		23,562
Expiry of options vested (unaudited)		—			870			(870	)		—			—			—			—			—			—			—
Stock option compensation costs (unaudited)		—			—			(153	)		—			—			350			—			—			—			197
Issued for cash (unaudited)		22			72			—			—			—			—			—			—			—			72
Exercise of purchase warrants (unaudited)		525			1,628			—			—			(184	)		—			—			—			—			1,444
Net income (unaudited)		—			—			—			—			—			—			—			—			34,296			34,296
Foreign exchange translation adjustment (unaudited)		—			—			—			—			—			—			—			(5,489	)		—			(5,489	)
Unaudited balance — October 31, 2002		78,692			157,094			2,765			—			1,566			(944	)		(375	)		(10,683	)		(95,341	)		54,082

The accompanying notes are an integral part of these consolidated financial statements.

F–5

GEAC COMPUTER CORPORATION LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Canadian dollars, amounts in thousands)

		Six Months Ended
		October 31,						Years Ended April 30,
		2002			2001			2002			2001
		$			$			$			$
		(Unaudited)			(Unaudited)
Cash provided by (used in)
Operating activities
Net income (loss)			34,296			34,122			42,064			(234,792	)
Adjusted for items not involving cash:
	Amortization of intangible assets and goodwill		435			843			1,738			119,881
	Amortization of property, plant and equipment		9,503			9,868			18,058			20,466
	Writedown of intangible assets and goodwill		—			—			—			252,831
	Writedown of other assets		—			—			2,668			—
	Writedown of property, plant and equipment		—			—			5,065			3,634
	Future income tax expense (recovery)		16,704			9,260			9,955			(50,447	)
	Reversal of accrued liabilities and other provisions		(1,157	)		(4,944	)		(6,911	)		—
	Gain on disposal of business		—			(1,062	)		(5,256	)		(97,300	)
	Other		(1,108	)		(633	)		462			2,258
Changes in non-cash working capital excluding deferred revenue:
	Accounts receivable and unbilled receivables		17,390			27,413			27,264			76,794
	Inventory		(382	)		(136	)		2,417			5,430
	Prepaid expenses		313			(5,679	)		(300	)		(4,406	)
	Accounts payable and accrued liabilities		(55,123	)		(12,296	)		22,524			(57,514	)
	Income taxes payable		(3,065	)		17,451			5,555			21,140
Changes in deferred revenue			(59,143	)		(71,183	)		(43,928	)		(64,052	)
			(41,337	)		3,024			81,375			(6,077	)
Investing activities
Acquisitions, less cash acquired			(3,763	)		—			—			(45,009	)
Proceeds from divestiture of operations, less cash divested			—			1,485			1,626			158,580
Net additions to property, plant and equipment			(732	)		(2,539	)		(5,529	)		(3,827	)
Additions to other assets			—			(3,130	)		(3,130	)		—
			(4,495	)		(4,184	)		(7,033	)		109,744
Financing activities
Issuance (repurchase) of common shares and special warrants			1,516			42,780			43,057			(596	)
Decrease in bank indebtedness			—			(39,489	)		(39,489	)		(101,584	)
Issuance (repayment) of long-term debt			(3,017	)		3,151			1,651			(5,603	)
			(1,501	)		6,442			5,219			(107,783	)
Effect of exchange rate changes on cash and cash equivalents			1,061			60			(102	)		(625	)
Cash and cash equivalents
Net increase (decrease) in cash and cash equivalents			(46,272	)		5,342			79,459			(4,741	)
Cash and cash equivalents — Beginning of period			115,669			36,210			36,210			40,951
Cash and cash equivalents — End of period			69,397			41,552			115,669			36,210

F–6

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

1.     Nature of operations

      Geac Computer Corporation Limited (Geac or the Company) is a provider of software and systems solutions, which include cross-industry enterprise business application systems for financial administration and human resources functions and enterprise resources planning applications for manufacturing, distribution and local government administration as well as supply chain management. These cross-industry applications are marketed globally and span a number of product lines. Geac also provides industry-specific applications tailored to the real estate, restaurant, property management, construction, libraries, and public safety marketplaces. The principal markets for these applications are in the United States. Geac is a reseller of computer hardware and software and provides a broad range of professional services, including network and technical services, application hosting, consulting, implementation services, and training.

2.     Summary of significant accounting policies

Adoption of new accounting pronouncement

      Effective May 1, 2001, the Company adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.” This standard eliminates the amortization of goodwill, requires annual impairment testing of goodwill and introduces the concept of indefinite life intangible assets. Goodwill is required to be tested for impairment between the annual tests if an event occurs or circumstances change such that it is more likely than not that the fair value of a reporting unit has been reduced below its carrying value. Prior to May 1, 2001, goodwill was amortized on a straight-line basis over the estimated periods of benefit not exceeding ten years.

Basis of presentation

      These consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States of America and presented in Canadian dollars.

      The unaudited financial statements at and for the six months ended October 31, 2002 and 2001 include, in the opinion of management, all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the results of operations for such periods. Unaudited results of operations for the six months ended October 31, 2002 are not necessarily indicative of the results of operations which will be realized for the fiscal year ending April 30, 2003. The interim unaudited financial statements should be read in conjunction with the Company’s financial statements for the fiscal year ended April 30, 2002.

Accounting estimates

      The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including future income tax assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation

      These consolidated financial statements comprise the financial statements of Geac Computer Corporation Limited and its subsidiary companies. Intercompany transactions have been eliminated.

F–7

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

Cash and cash equivalents

      Cash and cash equivalents are composed of cash and short-term, highly liquid investments with an original maturity of 90 days or less.

Inventory

      Work-in-progress and finished goods inventory are stated at the lower of cost on a first-in, first-out basis and net realizable value.

Property, plant and equipment

      Property, plant and equipment are recorded at cost less accumulated amortization and are amortized over the estimated useful lives of the related assets as follows:

• Buildings	40 years straight-line
• Computers, processing and office equipment and machinery	3 to 5 years straight-line
• Automobiles	4 years straight-line
• Leasehold improvements	Straight-line over the lease term
• Assets under capital leases	Straight-line over the useful lives of the assets, as indicated above

Valuation of long-lived assets

      The Company evaluates the carrying value of long-lived assets in accordance with SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.” An impairment review is performed whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The determination of any impairment is based on a comparison of estimated future cash flows anticipated to be generated during the remaining life of the asset to the net carrying value of the asset. An impairment loss is measured as the amount the carrying value exceeds the fair value of the asset.

Goodwill and intangible assets

      Goodwill and intangible assets are accounted for in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.”

      In accordance with SFAS No. 142, effective May 1, 2001, goodwill and indefinite life intangible assets are not subject to amortization. Instead, goodwill is tested annually for impairment.

      Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives, which do not exceed 5 years.

      The Company reviews the carrying value of amortizable intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the fair value of the assets.

F–8

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

Income taxes

      Income taxes are accounted for under the liability method, whereby future income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities, as well as for the benefit of losses available to be carried forward to future years for income tax purposes. Future income tax assets are recognized only to the extent that, in the opinion of management, it is more likely than not that the future income tax assets will be realized. Future income tax assets and liabilities are measured using income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Future income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates in the period in which the change occurs.

      Investment tax credits arising from research and development are deducted from related costs and, accordingly, are included in the determination of income in the same year as the related costs.

Revenue recognition

      The Company’s products and services are normally sold as a bundled arrangement, which includes the sale of software licenses, implementation and integration services, maintenance and technical support and, in some instances, computer hardware. For contracts with multiple elements, and for which vendor-specific objective evidence (“VSOE”) of fair value for the undelivered element exists, revenue is recognized for the delivered elements based upon the residual contract value as prescribed by Statement of Position (“SOP”) No. 98-9, “Modification of SOP No. 97-2 with respect to certain transactions.”

      Revenue from the sale of software licenses is recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred, the fee is fixed or determinable and collectibility is probable. Arrangements for which the fees are not fixed or determinable are recognized in the period they become known and due.

      For software contracts sold through indirect channels, revenue is recognized upon delivery of the software products to the resellers, dependent on the shipping terms, provided that all fees are fixed or determinable, evidence of an arrangement exists and collectibility is reasonably assured. Contract terms do not provide resellers with product rotation rights, or rights of return.

      For contracts involving significant implementation or customization essential to the functionality of the Company’s products, the license and service revenues are recognized over the period of the engagement, using the percentage-of-completion method. Progress is measured using milestones or costs incurred. Revenue is classified in the financial statements as either license revenue or professional services revenue based upon the Company’s estimates of fair value for each of the elements. A provision for estimated contract losses is recognized in the period the loss becomes probable and can be reasonably estimated.

      Revenue from professional services, such as consulting fees or training fees, is recognized as the services are performed. Maintenance and support revenues are recognized ratably over the term of the related maintenance agreement, which is normally one year.

      The timing of revenue recognition often differs from contract payment schedules, resulting in revenues that have been earned but not yet billed. These amounts are included in unbilled receivables. Customer advances in excess of revenue earned and recognized are recorded as deferred revenue.

      The Company has established VSOE of fair value of its products and services for purposes of accounting for multiple-element arrangement and believes that the evidence gathered complies with the

F–9

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

requirements of SOP 97-2. VSOE is established for each of the elements in the arrangement based on the following:

•  Customers are generally required to renew their maintenance and technical support contracts annually and pay separately for such renewal. The Company considers the renewal rates, which are included as a term of the arrangement, to represent VSOE of fair value for the maintenance and technical support element in the arrangement.

•  The Company has an established history of selling consulting and professional services separately. The Company charges standard hourly rates for consulting services, which are based on the nature of the services and the experience of the professionals that are performing the services. The Company considers these rates to represent VSOE of fair value for consulting services.

•  The Company occasionally sells computer hardware, such as IBM e-server i-Series (formerly AS/400) servers, for use in conjunction with software systems where appropriate to provide a more complete solution to customers. The VSOE of fair value for this element of the arrangement is based on the price established by our suppliers and is consistent with the sales price actually paid by the Company to the suppliers, at a modest mark up.

      For the sale of software licenses bundled with a one-year service and maintenance contract, the Company generally invoices 100% of the fee at the inception of the license contract, with terms of 30 days. For maintenance renewals, 100% of the annual fee is charged at the inception of the maintenance contract, with terms of 30 days. Consulting contracts are generally billed based on time and materials, throughout the term of the assignment, with terms of 30 days.

     Research and development costs

      Research and development costs are expensed as incurred.

     Software development costs

      The Company accounts for software development costs in accordance with the provisions of SFAS No. 86, “Accounting for Costs of Computer Software to be Sold, Leased or Otherwise Marketed.” The Company capitalizes computer software development costs that are incurred after the establishment of technological feasibility, which the Company has defined as completion of a working model ready for release to customers. The Company has not capitalized any software development costs to date, as costs that would qualify have been insignificant and have been expensed as incurred.

     Shipping and handling costs

      Shipping and handling costs are included in the cost of revenues.

     Advertising costs

      Advertising costs are expensed as incurred. Advertising expenses were $4,995 in fiscal 2002 and $6,221 in fiscal 2001.

     Foreign currency translation

      Monetary assets and liabilities of the Company’s operations, which are denominated in currencies other than the Company’s functional currency, which is Canadian dollars, are translated into the functional

F–10

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

currency at the exchange rates prevailing at the end of the period. Non-monetary items are translated at historical exchange rates. Revenue and expense transactions are translated at exchange rates prevalent at the transaction date. Such exchange gains and losses are included in the determination of net earnings (loss) in the period in which they arise. For foreign subsidiaries with functional currencies other than the Canadian dollar, all assets and liabilities are translated at the year-end exchange rates and all revenue and expenses items are translated at the average rate for the period, with exchange differences arising on translation accumulated in other comprehensive income (loss).

     Stock-based compensation plans

      The Company has two stock-based compensation plans, which are described in note 13.

      SFAS No. 123 requires that an enterprise recognize or, at its option, disclose the impact of the fair value of stock options and other forms of stock compensation granted to employees in the determination of net income. The Company has elected to measure compensation cost as permitted by Accounting Principles Board (“APB”) Opinion No. 25, based on the difference, if any, on the date of the grant, between the fair value of the Company’s shares and the exercise price (referred to as the “intrinsic value method”). Deferred stock-based compensation is amortized and expensed over the vesting period of the individual award on a straight-line basis. Pro forma disclosure of net income (loss) and net income (loss) per share as if the fair value method required by SFAS 123 had been applied is provided in note 13.

      The Company has modified certain stock options by reducing the exercise price and extending the life of the options. Under FASB Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation,” a reduction in the exercise price results in accounting for the modified options using variable plan accounting, whereby compensation cost is estimated and recorded each period from the modification date to the date of exercise or expiry, and the extension of the life of the options results in a new measurement date.

     New accounting pronouncements

      On June 15, 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligation,” which is effective for fiscal years beginning on or after June 15, 2002. This standard requires that the fair value of a liability for an asset retirement obligation be recognized in the year in which the obligation is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and amortized to expense over the asset’s useful life. The Company has not yet assessed the impact of the adoption of this new standard.

      In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.” SFAS No. 144 applies to all long-lived assets and consequently amends APB Opinion No. 30. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The Company is currently evaluating the potential impact, if any, the adoption of SFAS No. 144 will have on its financial position and results of operations.

      In May 2002, the FASB issued SFAS No. 145, “Rescission of FAS Nos. 4, 44 and 64, Amendment of Financial Accounting Standard (FAS) 13 and Technical Corrections as of April 2002.” SFAS No. 145 rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that Statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.” SFAS No. 145 rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers.” SFAS

F–11

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

No. 145 also amends SFAS No. 13, “Accounting for Leases,” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. The Company is currently evaluating the potential impact, if any, the adoption of SFAS No. 145 will have on its financial position and results of operations.

      In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which supersedes EITF 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.” The provision of this statement will be effective for exit or disposal activities initiated after December 31, 2002.

3.     Accounts receivable and other

	April 30,
	2002			2001
	$			$
Trade accounts receivable		84,159			119,341
Allowance for doubtful accounts		(8,431	)		(21,666	)
Other receivables		3,304			1,158
		79,032			98,833

4.     Inventory

	October 31,		April 30,
	2002		2002		2001
	$		$		$
	(Unaudited)
Finished goods		1,106		1,091		3,525
Work-in-progress		1,577		1,028		872
		2,683		2,119		4,397

F–12

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

5.     Property, plant and equipment

	April 30, 2002
			Accumulated
	Cost		amortization		Net
	$		$		$
Land		3,175		—		3,175
Buildings		15,186		3,186		12,000
Computers, processing and office equipment and machinery		113,752		93,427		20,325
Automobiles		1,878		1,563		315
Leasehold improvements		18,667		12,357		6,310
Assets under capital leases(i)		13,227		7,673		5,554
		165,885		118,206		47,679

	April 30, 2001
			Accumulated
	Cost		amortization		Net
	$		$		$
Land		3,474		—		3,474
Buildings		16,076		4,325		11,751
Computers, processing and office equipment and machinery		136,784		107,285		29,499
Automobiles		2,133		1,571		562
Leasehold improvements		25,480		15,048		10,432
Assets under capital leases(i)		17,816		10,284		7,532
		201,763		138,513		63,250

i) Assets under capital leases mainly consist of a building.

6.     Intangible assets

	April 30,
	2002		2001
	$		$
Acquired software		3,443		3,330
Less: accumulated amortization		3,019		1,259
		424		2,071

F–13

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

7.     Goodwill

	April 30,
	2002		2001
	$		$
Goodwill		155,521		167,152
Less: accumulated amortization		58,197		64,561
		97,324		102,591

      During the last half of fiscal 2001, the Company completed a comprehensive review of both acquired software (note 6) and goodwill. As a result, management determined that there was no longer reasonable assurance of the recoverability of $252,831 of intangible assets and goodwill, of which $229,102 related to the acquisition of JBA Holdings plc. Accordingly, that amount was written off as an unusual item (note 17).

      The changes in the carrying amount of goodwill are as follows:

	$
Balance as at April 30, 2001		102,591
Goodwill sold as part of the sale of publishing systems business		(3,607	)
Goodwill adjustment related to pre-acquisition liabilities (note 17)		(3,967	)
Foreign exchange impact		2,307
Balance as at April 30, 2002		97,324

      The goodwill has not been allocated to segments as it is not included in the determination of segment assets reviewed by the chief operating decision maker.

      The following table reflects the results adjusted as though the adoption of SFAS No. 142 had occurred as at the beginning of fiscal 2001:

	Years ended April 30,
	2002		2001
	$		$
Reported net income (loss)		42,064		(234,792	)
Add back: goodwill amortization		—		58,129
Adjusted net income (loss)		42,064		(176,663	)
Basic net income (loss) per share
Reported net income (loss)		0.58		(3.78	)
Add back: goodwill amortization		—		0.94
Adjusted net income (loss)		0.58		(2.84	)
Diluted net income (loss) per share
Reported net income (loss)		0.56		(3.78	)
Add back: goodwill amortization		—		0.94
Adjusted net income (loss)		0.56		(2.84	)

F–14

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

8.     Accounts payable and accrued liabilities

	April 30,
	2002		2001
	$		$
Accounts payable		35,528		31,093
Payroll and benefits		36,953		41,305
Restructuring accruals		36,344		12,062
Other accrued liabilities		61,484		68,807
		170,309		153,267

9.     Product development

	Years ended April 30,
	2002		2001
	$		$
Gross product development		94,192		118,659
Less: investment tax credit		1,400		1,350
Net product development		92,792		117,309

      Research and development costs included in product development are $35,997 in fiscal 2002 and $74,157 in fiscal 2001.

10.     Bank indebtedness

      The Company entered into a 24-month revolving credit facility in the second quarter of fiscal 2002 in the amount of US$20,000. This indebtedness was collateralized by a substantial portion of the Company’s assets and bore interest at a variable rate with a minimum of 9.75%. There was no drawdown under this credit facility, and it was terminated by the Company in March 2002.

      The Company also had a 364-day revolving operating bank line of credit of US$225,000 bearing interest at a variable rate based on US dollar LIBOR, sterling LIBOR, or EURIBOR plus a spread based on certain financial ratios. The spread, which ranged from 1.00% to 1.37%, was adjusted quarterly. In addition, the Company was obligated to pay a commitment fee, which ranged from 0.20% to 0.35% per annum on the unused portion. This operating bank line of credit matured on December 22, 2000, and the Company faced the requirement to repay the outstanding obligation of approximately US$63,800 in loans. The Company entered into three separate standstill agreements between December 22, 2000 and March 15, 2001, which culminated in a repayment agreement on April 27, 2001. As a result of these agreements, the outstanding balance was repaid by September 30, 2001. The interest rate payable was LIBOR plus 3.00% for sterling loans and a floating rate plus 2.00% on loans payable in the U.S.A. and Canada. In addition, forbearance fees were payable on the indebtedness existing on the 15th of July, August, and September 2001 at 2.00%, 2.00%, and 2.50%, respectively.

      The line of credit was collateralized by substantially all of the assets of the Company. The outstanding balance in loans was nil at April 30, 2002 and US$17,000 and £6,000 for a total of $39,395 at April 30, 2001.

F–15

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

11.     Long-Term Debt

		April 30,
		2002		2001
		$		$
Collateralized loans:
	Euro loans bearing interest ranging from 4.10% to 6.50% per annum, repayable until fiscal 2005, collateralized by certain assets of the borrowing subsidiary		1,039		—
	French franc loans, bearing interest ranging from 3.48% to 4.90% per annum, repayable until fiscal 2005, collateralized by certain assets of the borrowing subsidiary		—		1,327
	Irish punt loan, bearing interest at 6.50% per annum, repayable until fiscal 2004, collateralized by the assets of the borrowing subsidiary		—		300
	Sterling loans, bearing interest at 2.00% above bank base rate per annum, repayable in full in fiscal 2007, collateralized by real properties		5,252		—
Uncollateralized loans:
	Sterling loans, bearing interest ranging from a variable rate of 1.10% above bank base rate per annum, repayable until fiscal 2003		106		265
Capital lease obligations bearing interest between 5.00% and 8.29% (2001 — 6.40% and 9.00%) per annum			5,544		7,883
			11,941		9,775
Less: current portion			1,987		3,292
Long-term debt			9,954		6,483

      As a result of conversion to the Euro in fiscal 2001, loans previously payable in French francs and Irish punts are payable in Euros as at April 30, 2002.

      The interest expense on long-term debt and interest paid is as follows:

	Years ended
	April 30,
	2002		2001
	$		$
Interest expense on long-term debt		676		987
Cash interest paid on long-term and short-term obligations		2,990		8,775

F–16

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

      The capital repayments required on the Company’s total long-term obligations at April 30, 2002 are as follows:

	$
2003		1,987
2004		840
2005		461
2006		463
2007		5,752
2008 and subsequent		2,438
		11,941

12.     Commitments and Contingencies

      The Company has operating leases on rental equipment for varying terms up to a maximum of five years, leases on vehicles for varying terms up to a maximum of four years, and has entered into leases for the rental of premises for varying terms up to a maximum of 13 years. Aggregate lease payments commencing with the year ending April 30, 2003 are as follows:

	$
2003		21,904
2004		17,940
2005		12,583
2006		7,235
2007		2,762
2008 and subsequent		7,902
		70,326

      The operating lease expense incurred was $29,423 in fiscal 2002 and $28,804 in fiscal 2001.

F–17

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

      The Company has capital leases on assets (notes 5 and 11) for varying terms up to a maximum of nine years. Aggregate lease payments on assets held under capital leases commencing with the year ending April 30, 2003 are as follows:

	$
2003		1,613
2004		798
2005		711
2006		711
2007		711
2008 and subsequent		4,595
		9,139
Less: imputed interest on capital lease obligations		3,595
		5,544

      Letters of credit and bank guarantees are outstanding for approximately $2,432 at April 30, 2002 and $2,611 at April 30, 2001. The Company is potentially liable for performance bonds of approximately $3,128 at April 30, 2002 and $3,134 at April 30, 2001, which are routinely issued on its behalf by insurance companies and other third parties in connection with outstanding contracts with various public sector customers.

      During the normal course of business, various claims and proceedings have been, or may be, instituted against the Company. The disposition of the matters that are pending or asserted, for which a provision has not already been made, are not expected by management to have a material adverse effect on the financial position of the Company or its results of operations.

13.     Share Capital

      The Company is authorized to issue an unlimited number of common shares, with no par value, and an unlimited number of preference shares, with no par value, issuable in series.

      The Company was eligible to purchase up to a maximum of 1,865 common shares, being 3% of the 62,163 common shares outstanding as at October 16, 2000, under a normal course issuer bid effective from October 20, 2000 to October 19, 2001. During fiscal 2001, the Company purchased and subsequently cancelled 226 of its common shares at an average price of $4.67 per share through the facilities of the Toronto Stock Exchange. The premium over book value on repurchased and cancelled shares, totalling $650, was charged to retained earnings (deficit). In fiscal 2002, there was no repurchase and cancellation of shares.

      In May 2001, the Company entered into an agreement with a syndicate of underwriters led by CIBC World Markets Inc. under which the underwriters agreed to buy 10,000 units via special warrants. Each unit consisted of one common share plus one half of a common share purchase warrant, and the units were issued at $2.00 per unit, for aggregate proceeds of $20,000. The net proceeds after underwriters’ fees and other issue expenses were $17,885. Each common share purchase warrant entitles the purchaser to acquire one common share of the Company for $2.75 at any time up to 18 months from the close of the offering on June 29, 2001.

F–18

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

      On August 1, 2001, the 10,000 special warrants were exercised, which resulted in the issuance of 10,000 common shares and 5,000 common share purchase warrants. The net proceeds were allocated to the two elements for accounting purposes. This allocation was based on the relative fair values of the common shares without the common share purchase warrants and the fair value of the warrants themselves at the time of issuance. As a result, $16,135 was allocated to share capital, and $1,750 was recorded in accumulated paid in capital. The fair value of the warrants was estimated on the date of issuance using the Black-Scholes valuation model with expected volatility of 45%, risk-free interest rate of 2.5% and an expected life of 18 months. As at April 30, 2002, no common share purchase warrants have been exercised.

      The Company also completed another equity financing on September 27, 2001. The sale of 6,000 common shares at $4.50 per share raised gross proceeds of $27,000. The net proceeds after commissions and other issue expenses were $24,775.

Shareholder Protection Rights Agreement

      Pursuant to the Company’s Shareholder Protection Rights Plan (the “Plan”), on March 15, 2000, the board of directors of the Company authorized the issuance of one right (a “Right”) for each common share that was outstanding on that date or issued subsequently. Generally, each Right, except for Rights owned by an acquiring person (as defined in the Plan) will, if certain events occur, constitute the right to purchase from the Company, on payment of the exercise price, that number of shares of the Company having an aggregate market price equal to twice the exercise price, subject to adjustment in certain circumstances. Prior to the separation time (as defined in the Plan), the exercise price for a Right is equal to three times the market price from time to time. After the separation time, the exercise price is three times the market price at the separation time. The Rights become exercisable after the separation time, which generally occurs ten days after a person acquires beneficial ownership of or announces an intention to acquire 20% or more of the voting securities of the Company unless the board of directors determines that it should be a later date. Until the separation time, the Rights trade together with the existing common shares. The Plan will expire on the date of the annual meeting of the Company to be held in 2003, subject to earlier termination in certain circumstances. The board of directors may, in certain circumstances, redeem outstanding Rights at a redemption price of $0.001 per Right.

Stock Ownership Plan

      An Employee Stock Ownership Plan (the “Plan”), under which employees may make quarterly purchases of shares of the Company at a 10% discount from the lower of the weighted average market price of the shares during the fiscal quarter or the average market closing price during the last five days in the quarter, has been in existence since 1984. During fiscal 2002, 65 shares were issued to employees under this plan at a weighted average price of $3.49 per share. During fiscal 2001, 108 shares were issued at a weighted average price of $3.44 per share under this Plan. After the shares were issued under the Plan on July 31, 2001, the Company replaced the Plan with an amended and restated Employee Stock Purchase Plan (the “New Plan”) effective August 1, 2001. The maximum number of shares available for issuance to plan members under the New Plan is 600, which excludes the number of shares issued under the previous plan. The aggregate number of shares available to be issued under the New Plan as at April 30, 2002 is 563. The Company’s share capital account was credited for $228 in fiscal 2002 and $373 in fiscal 2001 for cash received from employees for purchases of stock under the stock ownership plan.

F–19

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

Stock Option Plan

      Options have been granted to employees, directors, and executive officers to purchase common shares at or above the prevailing market price at the time of the grant under the Employee Stock Option Plan. Options under this plan usually vest over four years and expire ten years from the date granted. The total number still available to be issued under the plan at April 30, 2002 is 1,585 options.

      An analysis of the stock options outstanding under the Employee Stock Option Plan and other arrangements is as follows:

	2002					2001
				Weighted					Weighted
				Average					Average
				Exercise					Exercise
	Number of			Price		Number of			Price
	Options			$		Options			$
Outstanding — Beginning of year		6,627			13.40		5,427			23.53
Options granted during the year		2,671			4.82		2,878			8.62
Options exercised		(49	)		3.47		(5	)		18.25
Options expired		(1,625	)		15.52		(483	)		18.50
Options forfeited during the year		(1,132	)		11.98		(1,190	)		20.28
Balance — End of year		6,492			9.64		6,627			13.40
Weighted average exercise price of options exercisable					13.01					13.94

      The Company’s share capital account was credited with $169 in fiscal 2002 and $91 in fiscal 2001 for cash received from employees upon the exercise of stock options.

      During fiscal 2001, 1,701 options were repriced from a weighted average price of $27.24 to $9.32, and the Company extended the contractual life of 576 options.

      During fiscal 2002, the Company extended the contractual life of 97 options.

		Options Outstanding						Options Exercisable
		Number		Weighted		Weighted		Number		Weighted		Weighted
		Outstanding		Average		Average		Outstanding		Average		Average
Range of Exercise		as at		Remaining		Exercise		as at		Remaining		Exercise
Prices		April 30,		Contractual		Price		April 30,		Contractual		Price
$		2002		Life (Years)		$		2002		Life (Years)		$
	2.46 —  9.32		5,371		8.0		6.63		1,682		5.5		8.49
	10.15 — 19.85		538		4.3		16.20		406		3.1		15.27
	25.65 — 29.25		296		6.0		27.29		179		6.1		27.53
	32.92 — 36.36		232		4.6		34.19		130		4.5		34.28
	40.00 — 41.25		55		3.7		40.80		47		3.5		40.93
	2.46 — 41.25		6,492		7.5		9.64		2,444		5.1		13.01

      If the fair value based method had been used to account for stock-based compensation costs related to stock options and stock awards issued to employees, directors, and executive officers as prescribed under

F–20

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

SFAS No. 123, the pro forma net income (loss) and related net income (loss) per share figures would be as follows:

		Years Ended April 30,
		2002
		$			2001 $
Net income (loss)			42,064			(234,792	)
Additional compensation cost			(14,979	)		(17,031	)
Pro forma net income (loss) for the year			27,085			(251,823	)
Pro forma net income (loss) per share:
	Basic		0.37			(4.06	)
	Diluted		0.36			(4.06	)

      The weighted average fair values of stock options granted, including any modifications which are considered new grants, in 2002 and 2001 were $4.78 and $8.68, respectively. The fair values of options or awards granted under the stock ownership plan were estimated using the Black-Scholes options pricing model with the following assumptions:

	Years Ended April 30,
	2002			2001
Risk-free interest rate		5.17	%		5.75	%
Expected volatility		76.09	%		58.96	%
Dividend yield		nil			nil
Weighted average expected option life		7 years			7 years

      The Black-Scholes model was developed to estimate the fair value of traded options and awards, which have no vesting restrictions, and are fully transferable. In addition, the Black-Scholes model requires the input of highly subjective assumptions including the expected stock price volatility and expected time until exercise. Because the Company’s employee stock options and stock awards have characteristics significantly different from those of traded options and awards, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, existing models, including the Black-Scholes model, do not necessarily provide a reliable single measure of the fair value of its employee stock options and stock awards.

14.     Financial Instruments

      Financial instruments included in the consolidated balance sheets consist of cash and cash equivalents, accounts receivable, unbilled receivables, bank indebtedness, accounts payable and accrued liabilities, and long-term debt.

     a)  Fair Values of Financial Assets and Liabilities

      The fair values of accounts receivable, unbilled receivables, bank indebtedness, and accounts payable and accrued liabilities approximate their carrying values because of the short-term maturity of those instruments. In fiscal 2002, there is no significant difference between the carrying value and the fair value of long-term debt. The Company is not a party to any significant derivative instruments.

F–21

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

     b)  Credit Risk

      The Company is subject to credit risk for billed and unbilled receivables and cash and cash equivalents. Receivables are with customers in many diverse industries and are subject to normal industry credit risks. The Company places its temporary excess cash in high-quality, short-term financial instruments issued or guaranteed by major financial institutions in the countries in which it operates or in similar low-risk instruments.

     c)  Interest Rate Risk

      The Company is subject to interest rate risk on its operating bank loans and on its floating rate long-term debt. The annual increase or decrease in interest expense for each one percentage change in interest rates would have been $54 for the floating rate debt outstanding at April 30, 2002 and $394 for the floating rate debt outstanding at April 30, 2001.

     d)  Foreign Exchange Risk

      The Company is subject to foreign exchange risk because most of its business is transacted in currencies other than Canadian dollars. Accordingly, most of its financial instruments are denominated in foreign currencies. The amount of the net risk fluctuates in the normal course of business, as transactions in various jurisdictions are concluded.

15.     Weighted Average Number of Common Shares Outstanding

      The following table summarizes the reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding used in the diluted net income (loss) per share calculations:

	Six Months Ended				Years Ended
	October 31				April 30,
	2002		2001		2002		2001
	(Unaudited)
Basic weighted average number of shares outstanding		78,326		68,178		73,130		62,068
Stock options and warrants		2,032		1,730		2,654		122
Diluted weighted average number of shares outstanding		80,358		69,908		75,784		62,190

      The diluted net loss per share for the year ended April 30, 2001 was the same as the basic net loss per share since the dilutive effect of stock options was not included in the calculation, because the effect would be anti-dilutive. Accordingly, diluted EPS in 2001 was calculated using 62,068 shares.

16.     Segmented Information

      The Company reports segmented information according to SFAS No. 131, “Segment Disclosures.” This standard requires segmentation based on the way management organizes segments for monitoring performance.

      The Company operates the following business segments, which have been segregated based on product offerings, reflecting the way that management organizes the segments within the business for making operating decisions and assessing performance.

F–22

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

      Enterprise Applications Systems (EAS) products include cross-industry enterprise business applications for financial administration and human resource functions, and enterprise resource planning applications for manufacturing, distribution, and supply chain management.

      Industry-Specific Applications (ISA) products include industry-specific business applications for the real estate, construction, banking, hospitality, and publishing industries, as well as a range of applications for libraries and public safety administration.

      Accounting policies for the operating segments are the same as those described in note 2. There are no significant inter-segment revenues. Segment assets consist of working capital items, excluding cash and cash equivalents. Cash and cash equivalents are considered to be corporate assets. Property, plant and equipment are typically shared by operating segments and those assets are managed by geographic region, rather than through the operating segments.

      The Company evaluates the performance of its segments and allocates resources to them based on segment operating profit, which is defined as income or loss from operations before interest, taxes, depreciation and amortization, net restructuring charges and other unusual items and before corporate overhead charges to the different segments.

		Six Months Ended October 31, 2002
		EAS		ISA		Total
		$		$		$
		(Unaudited)
Revenues
	Software		26,384		6,367		32,751
	Support and services		190,274		65,742		256,016
	Hardware		20,753		4,855		25,608
Total revenues			237,411		76,964		314,375
Segment operating profit			51,762		4,911		56,673

		Six Months Ended October 31, 2001
		EAS		ISA		Total
		$		$		$
		(Unaudited)
Revenues
	Software		29,966		11,386		41,352
	Support and services		218,878		78,638		297,516
	Hardware		17,161		6,430		23,591
Total revenues			266,005		96,454		362,459
Segment operating profit			63,840		7,189		71,029

F–23

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

		Year Ended April 30, 2002
		EAS		ISA		Total
		$		$		$
Revenues
	Software		62,758		20,960		83,718
	Support and services		431,523		152,255		583,778
	Hardware		40,104		11,852		51,956
Total revenues			534,385		185,067		719,452
Segment operating profit			105,422		14,308		119,730
Segment assets			75,260		18,221		93,481

		Year Ended April 30, 2001
		EAS		ISA			Total
		$		$			$
Revenues
	Software		65,145		26,247			91,392
	Support and services		477,684		194,205			671,889
	Hardware		51,120		23,282			74,402
Total revenues			593,949		243,734			837,683
Segment operating profit (loss)			88,559		(2,952	)		85,607
Segment assets			68,903		50,509			119,412

Reconciliation of Segment Operating Profit to Income (Loss) From Operations Before Income Taxes

	Six Months Ended October 31,						Years Ended April 30,
	2002			2001			2002			2001
	$			$			$			$
	(Unaudited)			(Unaudited)
Segment operating profit		56,673			71,029			119,730			85,607
Investment tax credits		—			400			1,400			1,350
Corporate expenses — net of recharges		(3,175	)		(13,674	)		(5,441	)		(17,431	)
Amortization of goodwill		—			—			—			(58,129	)
Amortization of intangible assets		(435	)		(843	)		(1,738	)		(61,752	)
Interest income (expense), net		521			(846	)		(1,621	)		(12,644	)
Foreign exchange		1,073			1,661			648			(6,075	)
Gain on disposal of business		—			1,062			5,073			97,300
Net restructuring and other unusual items (note 17)		1,157			731			(45,861	)		(295,943	)
Income (loss) from operations before income taxes		55,814			59,520			72,190			(267,717	)

F–24

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

Reconciliation of Segment Assets to Total Company Assets

	April 30,
	2002		2001
	$		$
Segment assets		93,481		119,412
Goodwill		97,324		102,591
Intangible assets		424		2,071
Property, plant and equipment		47,679		63,250
Future income taxes		78,581		86,191
Cash and cash equivalents		115,669		36,210
Other unallocated assets		16,293		18,614
Total assets		449,451		428,339

Geographical Information

	2002				2001
			Property,				Property,
			plant and				plant and
			equipment,				equipment,
			intangible				intangible
			assets and				assets and
	Revenue		goodwill		Revenue		goodwill
	$		$		$		$
Canada		25,625		29,246		34,029		29,933
U.S.A.		381,852		89,310		441,448		107,235
United Kingdom		105,180		9,772		125,526		10,841
France		84,367		3,451		86,917		3,705
Australia		33,349		2,625		41,001		4,078
All other		89,079		11,023		108,762		12,120
		719,452		145,427		837,683		167,912

      Revenues in the above tables are based on the location of the sales organization, which reflects the location of the customers to which sales are made. Revenues are derived from the licensing of software and the provision of related support and consulting services.

17.     Net restructuring and other unusual items

  Fiscal 2002

      During fiscal 2002, the Company undertook a comprehensive review of its operations with the objective of reducing costs and increasing effectiveness. As a result of this effort, the Company incurred net restructuring costs and other unusual items of $45,861.

F–25

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

      The following table details the restructuring and other unusual items incurred for the year ended April 30, 2002:

													Draw-Down
					Draw-Down
													For the Six Months
					For the Year Ended						Provision		Ended October 31,				Provision
					April 30, 2002						Balance		2002				Balance
		Total									April 30,						October 31,
		Charges			Cash			Non-cash			2002		Cash		Non-cash		2002
		$			$			$			$		$		$		$
Restructuring charges:
	Workforce reductions		16,758			1,588			—			15,170		8,413		—		6,757
	Premises rationalization		17,743			1,015			—			16,728		2,634		256		13,838
	PP&E write-downs		5,065			—			5,065			—		—		—		—
			39,566			2,603			5,065			31,898		11,047		256		20,595
Other unusual charges:
	Strategic planning costs		4,647			1,941			—			2,706		2,706		—		—
	Extinguishment of debt costs		2,925			—			2,925			—		—		—		—
	Legal provisions		8,059			77			—			7,982		7,964		—		18
	Gain on legal settlement		(2,738	)		(2,738	)		—			—		—		—		—
	Other costs		313			—			313			—		—		—		—
			52,772			1,883			8,303			42,586		21,717		256		20,613
Reversal of acquisition accruals			(6,911	)		—			(6,911	)		—		—		—		—
Net restructuring and other unusual items			45,861			1,883			1,392			42,586		21,717		256		20,613

Restructuring Charges

      For the year ended April 30, 2002, the Company recorded restructuring charges of $39,566.

      Workforce reduction charges of $16,758 consist of the accrued cost of severance and benefits associated with approximately 643 employees who either (i) were notified of termination during fiscal 2002 and were terminated in the fourth quarter of fiscal 2002 or would be terminated in fiscal 2003 or (ii) were not notified of their planned termination prior to the end of fiscal 2002 but are expected to be terminated in fiscal 2003 and are employed in countries where statutory minimum payments are associated with involuntary terminations. The 643 employees are primarily from the support and services, general and administrative, development and sales and marketing areas. The workforce reduction was primarily in North America and Europe and extended across both segments. As at April 30, 2002, the workforce reduction provision balance has been drawn down by cash payments of $1,588 made to approximately 100 terminated employees. The remaining provision is expected to be substantially drawn-down by the end of fiscal 2003.

      In conjunction with the above noted workforce reduction, the Company identified a number of leased facilities consisting primarily of office space, that were no longer required. As a result, the Company recorded premises rationalization costs of approximately $17,743 consisting primarily of the Company’s future contractual obligations under operating leases offset by an estimated sublease amount on leases that the Company could not terminate. At April 30, 2002, the provision balance for premises rationalization has

F–26

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

been drawn down by cash payments of $1,015, resulting in an ending provision balance of $16,728. The remaining provision is expected to be substantially drawn-down by the end of fiscal 2006, when the leases expire.

      Property, plant and equipment write-downs of approximately $5,065 consisted of the write-down of computer and office equipment and leasehold improvements that provided no future economic benefit to the Company as a result of the premises rationalization and other restructuring activities.

Other Unusual Charges

      In connection with the Company’s comprehensive review of its operations during fiscal 2002, the Company engaged the services of outside consultants to assist with the Company’s strategic planning. This resulted in charges of $4,647, of which $1,941 was paid in cash during fiscal 2002. The remaining provision was settled in cash with a payment of $2,706 during the six-month period ended October 31, 2002.

      During fiscal 2002, the Company terminated its 24-month revolving credit facility prior to the expiration date of the facility. This resulted in a write-down of $2,925 of unamortized deferred financing costs directly related to the credit facility. This cost has been classified as an extinguishment of debt costs.

      Certain legal claims, primarily contract disputes involving JBA Holding plc, which the Company acquired in September 1999, were settled during the fiscal year. These settlements resulted in charges of $8,059. These charges were offset by receipt of a $2,738 cash settlement in its favor relating to pending litigation in which it was the plaintiff.

Reversal of Acquisition Accruals

      During fiscal 2002, the Company evaluated its restructuring provisions and provisions for other unusual charges that were established prior to fiscal 2001, and determined that certain of the accruals were no longer required for their originally intended purpose. Therefore, in accordance with the guidance in SAB 100, Topic 5-P, the accruals were reversed. The $10,878 million in reversals consists mainly of product commitments and other accrued liabilities recorded in connection with the Company’s acquisition of JBA Holdings plc in September 1999 and of the assets of Clarus Corporation in October 1999. Pursuant to EITF 95-3, these costs were accrued as part of the costs of the acquisitions, and allocated to goodwill. In fiscal 2001, as a result of the Company’s annual review for impairment of goodwill and intangibles, the goodwill and intangibles associated with the JBA acquisition were written down. The Company determined that it was no longer appropriate to carry the full amount of these accruals. As a result, a reversal of $3,967 was recorded as an adjustment to goodwill and the remaining accrual balance of $6,911 was reversed as a credit to net restructuring charges and other unusual items.

Fiscal 2001

      During fiscal 2001, the Company was adversely affected by an industry-wide reduction in demand for software and professional services following the Year 2000 transition. In addition, the Company’s revenues were indirectly affected by the initiation of a review process in which the Company considered the possible sale of all or parts of the Company. As a result, the Company implemented a work plan to streamline its operations around its core operations and to reduce and control costs. As a result of this effort, the Company incurred restructuring charges and other unusual items of $43,112.

F–27

      The following table details the net restructuring and other unusual items incurred for the year ended April 30, 2001:

																Draw-Down
				Draw-Down						Draw-Down
																For the Six-Months
				For the Year Ended				Provision		For the Year Ended				Provision		Ended October 31,				Provision
				April 30, 2001				Balance		April 30, 2002				Balance		2002				Balance
		Total						April 30,						April 30,						October 31,
		Charges		Cash		Non-cash		2001		Cash		Non-cash		2002		Cash		Non-cash		2002
		$		$		$		$		$		$		$		$		$		$
Restructuring activities:
	Workforce reductions		21,337		17,071		—		4,266		3,819		—		447		370		—		77
	Premises rationalization		6,598		2,135				4,463		3,715		—		748		487		—		261
	PP&E write-downs		3,634		—		3,634		—		—		—		—		—		—		—
	Other exit costs		168		—		53		115		—		115		—		—		—		—
			31,737		19,206		3,687		8,844		7,534		115		1,195		857		—		338
Other unusual charges:
	Provision for legal claims		11,375		1,732		—		9,643		8,088		—		1,555		1,257		—		298
			43,112		20,938		3,687		18,487		15,622		115		2,750		2,114		—		636
Intangible assets impairment			81,514		—		81,514		—		—		—		—		—		—		—
Goodwill impairments			171,317		—		171,317		—		—		—		—		—		—		—
Net restructuring and other unusual items			295,943		20,938		256,518		18,487		15,622		115		2,750		2,114		—		636

F–28

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

Restructuring Charges

      For the year ended April 30, 2001, the Company recorded restructuring charges of $31,737

      Workforce reduction charges of $21,337 consist of severance and benefits costs associated with the termination of approximately 1,353 employees during fiscal 2001. These employees were primarily from the support and services, development, sales and marketing and general and administrative areas. The workforce reduction was primarily in North America and Europe and extended across both segments. At April 30, 2001, the workforce reduction provision balance had been drawn down by cash payments of $17,071. The remaining provision was substantially drawn-down by cash payments of $3,819 in fiscal 2002, and $370 in the six-month period ended October 31, 2002.

      In conjunction with the above noted workforce reduction, the Company identified a number of leased facilities, consisting primarily of office space, that were no longer required. As a result, the Company recorded premises rationalization costs of approximately $6,598, consisting primarily of the Company’s future contractual obligations under operating leases net of an estimated sublease amount on leases that the Company cannot terminate. At April 30, 2001, the provision balance for premises rationalization had been drawn down by a cash payment of $2,135, resulting in an ending provision balance of $4,463. The remaining provision was substantially drawn-down by cash payments of $3,715 in fiscal 2002 and $487 in the six-month period ended October 31, 2002.

      Property, plant and equipment write-downs of approximately $3,634 consisted of the write-down associated with computers and office equipment and leasehold improvement that provided no benefit to the company as a result of the rationalization and other restructuring.

Other Unusual Charges

      During the year, the Company recorded a provision for legal claims of $11,375, related primarily to contract disputes involving JBA Holdings plc, which the Company acquired in September 1999. At April 30, 2001, the provision balance had been drawn-down by cash settlement payments of $1,732, resulting in an ending provision balance of $9,643. The remaining provision was substantially drawn-down by the end of second quarter of fiscal 2003.

Intangible Assets and Goodwill Impairments

      As part of its review of the financial results during fiscal 2001, the Company performed an assessment of the carrying values of its intangible assets and goodwill. Based on the assessment performed, the Company recorded a write-down of intangible assets and goodwill of $81,514 and $171,317, respectively, based on the amount by which the carrying amount of these assets exceeded their fair value. The write-down was primarily related to the goodwill and intangible assets associated with the acquisition of JBA Holdings plc.

      Fair value was determined based on estimated future cash flows, which projected losses, for the businesses that had separately distinguishable intangible asset balances and whose operations had not yet been fully integrated into the Company’s. The assumptions supporting the estimated future cash flows reflected management’s best estimates.

F–29

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

18. Income Taxes

      The provision for (recovery of) income taxes reflects an effective income tax rate which differs from the corporate tax rate for the reasons in the table below.

		2002			2001
		$			$
Combined basic Canadian federal and provincial income tax rate			40.6	%		43.1	%
Provision for (recovery of) income taxes based on above rate			29,309			(115,386	)
Increase (decrease) resulting from:
	Non-deductible amortization arising from acquisitions		545			20,306
	Writedown of goodwill		—			74,984
	Foreign tax rate differences		7,517			(4,710	)
	Change to valuation allowance		(9,351	)		15,838
	Losses of subsidiaries not income tax effected		—			—
	Benefit of previously unrecognized losses and timing differences realized		—			—
	Non-taxable gain on disposition of business		—			(28,785	)
	Other		2,106			4,828
Provision for (recovery of) income taxes per consolidated statements of operations			30,126			(32,925	)

      Total amount of income taxes paid in excess of recoveries is $10,916 in fiscal 2002 and $594 in fiscal 2001.

Income Tax Expense

	2002			2001
	$			$
Current income tax expense		20,171			17,522
Change in temporary differences		11,053			(71,604	)
Recognition of loss carry-forwards		8,253			5,319
Change to valuation allowance		(9,351	)		15,838
Future income tax (recovery) expense		9,955			(50,447	)
		30,126			(32,925	)

F–30

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

      The following table shows the income tax effects of temporary differences that gave rise to future income tax assets as at April 30, 2002 and 2001.

	2002			2001
	$			$
Provisions		16,779			22,331
Deferred revenue		6,203			11,131
Valuation allowance		(2,474	)		(320	)
Future income taxes — current		20,508			33,142
Property, plant and equipment		33,308			31,955
Non-capital loss carry-forwards		78,846			86,985
Capital loss carry-forwards		2,034			181
Valuation allowance		(56,115	)		(66,072	)
Future income taxes — non-current		58,073			53,049
Total future income taxes		78,581			86,191

Income (Loss) From Operations Before Income Taxes by Location

	Years Ended April 30,
	2002		2001
	$		$
Domestic (Canada)		26,030		(19,383	)
Foreign		46,160		(248,334	)
Total		72,190		(267,717	)

Income Tax (Recovery) Expense

		Years ended April 30,
		2002			2001
		$			$
Current income tax (recovery) expense
	Domestic (Canada)		7,106			18,244
	Foreign		13,065			(722	)
	Total		20,171			17,522
Future income tax (recovery) expense
	Domestic (Canada)		(750	)		(4,249	)
	Foreign		10,705			(46,198	)
	Total		9,955			(50,447	)
Total income tax (recovery) expense			30,126			(32,925	)

F–31

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

      Substantially all of the Company’s activities are carried out through operating subsidiaries in a number of countries. The income tax effect of operations depends on the income tax legislation in each country and operating results of each subsidiary and the parent company.

      The Company has non-capital losses of approximately $235,700 in fiscal 2002 and $207,600 in fiscal 2001, which are available for carry-forward against taxable income in future years and which expire as shown in the table below. Certain non-capital losses may be subject to restrictions on their availability to shelter income.

      The Company has capital losses of approximately $182,000 in fiscal 2002 and $9,100 in fiscal 2001, which are available for carry-forward against taxable capital gains in future years and which expire as shown in the table below.

	Capital		Non-Capital
	Losses		Losses
	$		$
2003		—		800
2004		—		300
2005		—		400
2006		—		—
2007-2022		—		85,300
Losses without expiry date		182,000		148,900
		182,000		235,700

      In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. Management evaluates a variety of factors, including the Company’s earnings history, the number of years the Company’s non-capital losses can be carried forward, and projected future taxable income. Management believes that a valuation allowance is required for a portion of the non-capital loss carry-forwards in certain jurisdictions where it is unlikely that the entities will generate sufficient taxable income in the carry-forward years to utilize the losses. For the balance of future tax assets, although realization is not assured, management believes it is more likely than not that the future tax assets will be realized.

19.     Related Party Transactions

      An employee loan to acquire shares of $375 at April 30, 2002 and at April 30, 2001 represents a loan due from a former officer of the Company. The loan was made in October 1999 to enable the former officer to acquire shares of the Company. The loan is collateralized by 216 shares of the Company. By its terms, the loan is repayable three years following termination of the officer’s employment, which occurred in October 2000, and bears interest at the prime rate from the date of termination of his employment. The carrying value of the loan was written down to the market value of the underlying shares of the Company in fiscal 2001 and an estimated settlement cost of $2,518 was recorded.

      The Company acquired legal services from a law firm of which the Company’s Senior Vice President, Mergers & Acquisitions and Corporate Secretary is a partner, in the amount of $24 in fiscal 2001 and $1,686 in fiscal 2002.

F–32

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

20.     Acquisitions

      The Company entered into a definitive agreement on August 5, 2002 to acquire certain assets of EBC Informatique, a European hardware and software solutions provider, headquartered in France. These assets included customer contracts, intellectual property rights, trademarks and fixed assets. The purchase price was approximately $3,800. As of October 31, 2002, the Company had not completed its valuation of assets and liabilities associated with the purchase. Based on purchase documents, the Company recorded estimated liabilities of approximately $1,300 and goodwill of approximately $5,100. The valuation is expected to be completed by the end of the third quarter of fiscal 2003.

      On August 26, 2002, the Company announced that it has entered into a definitive merger agreement to acquire Extensity, Inc. (“Extensity”). Under the terms of the definitive agreement, Extensity shareholders can elect to receive US$1.75 in cash or 0.627 of a Geac common share for each share of Extensity common stock held. Both the amount of cash and number of Geac shares included in the transaction could be adjusted, depending on the level of Extensity’s working capital before closing. The total value of the transaction, excluding transaction costs, is currently estimated to be approximately US$47,000.

      During the year ended April 30, 2001, the total purchase price of the businesses acquired by the Company was $45,009, the majority of which related to the businesses shown in the table below. The Company acquired the business assets of Management Data GmbH of Vienna, Austria, together with all of the issued and outstanding shares of 13 worldwide subsidiaries of Management Data GmbH. It also acquired certain of the assets of Praxa Limited’s local government software business in Australia and New Zealand. Acquisitions were accounted for by the purchase method with the results of operations of each business included in the consolidated financial statements from the respective dates of acquisition.

      The total purchase price of Management Data GmbH of Vienna, Austria was $42,270. The assets were held as a temporary investment before they were sold as part of the sale of the Smartstream Reconciliation Systems business on July 13, 2000 (note 21).

      The total purchase price of the Praxa Limited local government software business was $2,060. The acquired businesses included, at fair value, $961 of current assets, $63 of property, plant and equipment, $3,046 of acquired software, and $2,308 of current liabilities. The difference between the total purchase price and the net fair value of all identifiable assets and liabilities acquired was $298 and was accounted for as goodwill.

Acquisition	Effective date
Management Data GmbH of Vienna, Austria		May 1, 2000
Assets of Praxa Limited		June 30, 2000

21.     Divestiture of Operations

      The publishing systems business was sold in August 2001 for $1,500. The sale excluded real estate assets. The net liabilities disposed of included accrued divestiture costs and amounted to $3,573. The transaction resulted in a gain of $5,073, which was recorded on the consolidated statements of operations.

      On March 31, 2001, the Company completed the sale of its hotel software operations for $1,577. The net assets disposed included accrued divestiture costs and working capital adjustments and amounted to $228. The transaction resulted in a gain of $1,349.

F–33

GEAC COMPUTER CORPORATION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Canadian dollars, amounts in thousands, except per share data or as otherwise noted)

April 30, 2002 and 2001 (Unaudited as of October 31, 2002 and 2001 and

for the six months periods then ended)

      On July 13, 2000, the Smartstream Reconciliations Systems business was sold for cash proceeds of $159,224. This included the assets and shares acquired as part of Management Data GmbH businesses (note 20). The transactions resulted in a gain of $95,951.

F–34

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Extensity, Inc.

      In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity (deficit) and of cash flows present fairly, in all material respects, the financial position of Extensity, Inc. and its subsidiary at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of Extensity’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Jose, California

January 15, 2002, except for the last paragraph of Note 9 as to which the date is March 6, 2002

F–35

EXTENSITY, INC.

CONSOLIDATED BALANCE SHEETS

(United States dollars; in thousands, except share and per share data)

(All interim information relating to September 30, 2002 is unaudited)

			December 31,						September 30,
			2001			2000			2002
ASSETS
Current assets:
	Cash and cash equivalents		$	19,456		$	40,695		$	16,290
	Short-term investments			26,883			38,925			18,954
	Trade accounts receivable, net of allowance for doubtful accounts of $676, $466 and $264, respectively			5,393			8,527			2,803
	Prepaid and other current assets			1,835			3,443			1,210
		Total current assets		53,567			91,590			39,257
Property and equipment, net				3,657			6,279			2,662
Restricted long-term investments				1,397			1,436			1,355
Other assets				601			457			357
		Total assets	$	59,222		$	99,762		$	43,631
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	3,672		$	6,434		$	3,037
	Accrued liabilities			3,977			5,125			2,725
	Deferred revenue			3,488			16,041			2,668
	Capital lease obligations, current portion			240			486			108
	Notes payable, current portion			–			783			–
	Sublease loss accrual and other current liabilities			787			–			383
		Total current liabilities		12,164			28,869			8,921
Capital lease obligations, noncurrent portion				54			368			–
Sublease loss accrual and other noncurrent liabilities				809			279			1,694
		Total liabilities		13,027			29,516			10,615
Commitments and Contingencies (Note 5)
Stockholders’ equity:
	Common stock, $0.001 par value 75,000,000 shares authorized and 24,871,147, 24,144,938 and 25,199,457 shares outstanding as of December 31, 2001, December 31, 2000 and September 30, 2002, respectively			25			24			25
	Additional paid-in capital			147,394			147,475			147,341
	Deferred stock compensation			(504	)		(2,679	)		(54	)
	Notes receivable from stockholders			(433	)		(380	)		(471	)
	Accumulated comprehensive income			155			295			218
	Accumulated deficit			(100,442	)		(74,489	)		(114,043	)
		Total stockholders’ equity		46,195			70,246			33,016
		Total liabilities and stockholders’ equity	$	59,222		$	99,762		$	43,631

The accompanying notes are an integral part of these consolidated financial statements.

F–36

EXTENSITY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(United States dollars; in thousands, except per share data)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

													Nine Months
				Years Ended December 31,									Ended September 30,
				2001			2000			1999			2002			2001
Revenues:
	Licenses			$	20,790		$	14,596		$	3,750		$	4,456		$	16,559
	Services and maintenance				14,091			10,272			3,064			9,128			10,434
	Hosted				199			—			—			707			48
			Total revenues		35,080			24,868			6,814			14,291			27,041
Cost of revenues:(*)
	Licenses				1,430			705			195			400			1,092
	Services and maintenance				13,025			14,912			5,102			5,997			10,419
	Hosted				422			—			—			863			211
			Total cost of revenues		14,877			15,617			5,297			7,260			11,722
Gross profit					20,203			9,251			1,517			7,031			15,319
	Operating expenses:(*)
	Sales and marketing				23,697			28,063			12,191			8,862			19,651
	Research and development				12,008			14,062			8,097			5,598			9,981
	General and administrative				6,880			6,383			4,784			4,312			5,449
	Restructuring, impairment loss and other				6,174			—			—			2,528			6,174
	In-process research and development				—			318			—			—			—
			Total operating expenses		48,759			48,826			25,072			21,300			41,255
Loss from operations					(28,556	)		(39,575	)		(23,555	)		(14,269	)		(25,936	)
Interest income					2,768			5,460			667			688			2,472
Interest expense					(147	)		(349	)		(501	)		(20	)		(147	)
Provision for income taxes					(18	)		(45	)		—			—			—
			Net loss	$	(25,953	)	$	(34,509	)	$	(23,389	)	$	(13,601	)	$	(23,611	)
Dividend relating to the beneficial conversion feature of Series F preferred stock					—			—			(1,500	)		—			—
Net loss attributable to common stockholders				$	(25,953	)	$	(34,509	)	$	(24,889	)	$	(13,601	)	$	(23,611	)
Other comprehensive loss:
	Change in cumulative translation adjustment				(140	)		300			(5	)		63			28
			Total comprehensive loss	$	(26,093	)	$	(34,209	)	$	(23,394	)	$	(13,538	)	$	(23,583	)
Basic and diluted net loss per share				$	(1.09	)	$	(1.63	)	$	(11.20	)	$	(0.55	)	$	(1.00	)
Shares used in computing basic and diluted net loss per share					23,840			21,206			2,222			24,783			23,680
(*)Amounts include non-cash stock-based compensation as follows:
		Cost of revenues:
			Services and maintenance	$	65		$	677		$	344		$	9		$	59
		Operating expenses:
			Sales and marketing		244			1,279			989			21			112
			Research and development		76			774			1,045			13			68
			General and administrative		124			1,247			1,974			21			109
				$	509		$	3,977		$	4,352		$	64		$	348

The accompanying notes are an integral part of these consolidated financial statements.

F–37

EXTENSITY, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(United States dollars; in thousands, except share data)

(All interim information relating to the nine months ended September 30, 2002 is unaudited)

								Notes
								Receivable												Total
	Common Stock				Additional			from			Deferred			Accumulated						Stockholders’
					Paid-in			Stock-			Stock			Comprehensive			Accumulated			Equity
	Shares		Amount		Capital			holders			Compensation			Income			Deficit			(Deficit)
Balance at December 31, 1998		2,350,815	$	2	$	77		$	—		$	—		$	—		$	(15,091	)	$	(15,012	)
Issuance of common stock upon exercise of stock options		1,855,091		2		621			(230	)		—			—			—			393
Deferred stock compensation		—		—		10,205			—			(10,205	)		—			—			—
Amortization of deferred stock compensation		—		—		—			—			4,352			—			—			4,352
Repayment of note receivable from stockholder		—		—		—			100			—			—			—			100
Beneficial conversion feature — Series F preferred stock		—		—		—			—			—			—			(1,500	)		(1,500	)
Cumulative translation adjustment		—		—		—			—			—			(5	)		—			(5	)
Net loss		—		—		—			—			—			—			(23,389	)		(23,389	)
Balance at December 31, 1999		4,205,906		4		10,903			(130	)		(5,853	)		(5	)		(39,980	)		(35,061	)
Issuance of common stock in initial public offering, net of underwriters’ discount and issuance costs of $2.2 million		4,600,000		4		83,352			—			—			—			—			83,356
Issuance of common stock upon conversion of convertible preferred stock		14,594,549		15		49,633			—			—			—			—			49,648
Issuance of common stock upon exercise of stock options		432,966		1		1,068			(250	)		—			—			—			818
Issuance of common stock upon exercise of warrants		175,038		—		34			—			—			—			—			34
Issuance of common stock in connection with employee stock purchase plan		136,479		—		1,682			—			—			—			—			1,682
Deferred stock compensation		—		—		1,881			—			(1,881	)		—			—			—
Forfeiture of unvested stock options		—		—		(1,078	)		—			1,078			—			—			—
Amortization of deferred stock compensation		—		—		—			—			3,977			—			—			3,977
Cumulative translation adjustment		—		—		—			—			—			300			—			300
Net loss		—		—		—			—			—			—			(34,509	)		(34,509	)
Balance at December 31, 2000		24,144,938		24		147,475			(380	)		(2,679	)		295			(74,489	)		70,246
Issuance of common stock upon exercise of stock options		414,009		1		445			—			—			—			—			446
Issuance of common stock in connection with employee stock purchase plan		292,200		—		1,045			—			—			—			—			1,045
Issuance of common stock for services rendered		20,000		—		95			—			—			—			—			95
Forfeiture of unvested stock options		—		—		(1,666	)		—			1,666			—			—			—
Amortization of deferred stock compensation		—		—		—			—			509			—			—			509
Interest earned on notes receivable from stockholders		—		—		—			(53	)		—			—			—			(53	)
Cumulative translation adjustment		—		—		—			—			—			(140	)		—			(140	)
Net loss		—		—		—			—			—			—			(25,953	)		(25,953	)
Balance at December 31, 2001		24,871,147		25		147,394			(433	)		(504	)		155			(100,442	)		46,195
Issuance of common stock upon exercise of stock options		100,880		—		50			—			—			—			—			50
Issuance of common stock in connection with employee stock purchase plan		220,638		—		272			—			—			—			—			272
Issuance of common stock for services rendered		6,792		—		11			—			—			—			—			11
Forfeiture of unvested stock options		—		—		(386	)		—			386			—			—			—
Amortization of deferred stock compensation		—		—		—			—			64			—			—			64
Interest earned on notes receivable from stockholders		—		—		—			(38	)		—			—			—			(38	)
Cumulative translation adjustment		—		—		—			—			—			63			—			63
Net loss		—		—		—			—			—			—			(13,601	)		(13,601	)
Balance at September 30, 2002		25,199,457	$	25	$	147,341		$	(471	)	$	(54	)	$	218		$	(114,043	)	$	33,016

The accompanying notes are an integral part of these consolidated financial statements.

F–38

EXTENSITY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(United States dollars; in thousands)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

												Nine Months
			Years Ended December 31,									Ended September 30,
			2001			2000			1999			2002			2001
Cash flows from operating activities:
	Net loss		$	(25,953	)	$	(34,509	)	$	(23,389	)	$	(13,601	)	$	(23,611	)
	Adjustments to reconcile net loss to cash used in operating activities:
		Depreciation and amortization		2,361			1,772			908			1,238			1,915
		Allowance for doubtful accounts		210			266			200			—			232
		Amortization of deferred stock compensation		509			3,977			4,352			64			348
		In-process research and development		—			318			—			—			—
		Common stock issued for services rendered		95			—			—			11			85
		Interest earned on notes from stockholders		(53	)		—			—			(38	)		(46	)
		Amortization of debt discount and lease line issuance costs		48			100			88			6			42
		Write-off of computer equipment and software		2,882			—			—			—			2,882
Changes in operating assets and liabilities:
	Accounts receivable			2,924			(5,617	)		(2,197	)		2,590			2,072
	Prepaids and other current assets			1,420			(2,165	)		(1,624	)		625			602
	Other assets			(144	)		80						244			(138	)
	Accounts payable			(2,762	)		4,600			1,485			(635	)		(2,464	)
	Accrued liabilities			(1,148	)		2,980			1,239			(1,242	)		(759	)
	Deferred revenue			(12,553	)		5,990			7,538			(820	)		(10,082	)
	Other current liabilities			757			—			—			(404	)		257
	Other noncurrent liabilities			530			78			61			928			1,204
		Cash used in operating activities		(30,877	)		(22,130	)		(11,339	)		(11,034	)		(27,461	)
Cash flows from investing activities:
	Purchases of short-term investments			(48,649	)		(81,305	)		(21,761	)		(15,907	)		(39,545	)
	Maturities of short-term investments			60,691			56,249			13,536			23,836			47,523
	Capital expenditures			(2,433	)		(5,742	)		(1,322	)		(243	)		(2,389	)
	Business acquisition			—			(90	)		—			—			—
	Restricted long-term investments			39			(1,360	)		6			42			39
		Cash provided by (used in) investing activities		9,648			(32,248	)		(9,541	)		7,728			5,628
Cash flows from financing activities:
	Payments on notes payable			(819	)		(1,228	)		(1,117	)		—			(770	)
	Payments on capital lease obligation			(572	)		(306	)		(446	)		(202	)		(308	)
	Proceeds from sale-lease back			—			—			254			—			—
	Proceeds from exercise of stock options and warrants			446			853			493			50			314
	Net proceeds from issuance of preferred stock			—			—			26,878			—			—
	Net proceeds from issuance of common stock for the employee stock purchase plan			1,045			1,682			—			272			629
	Net proceeds from issuance of common stock			—			83,356			—			—			—
		Cash provided by (used in) financing activities		100			84,357			26,062			120			(135	)
Effect of exchange rate on cash and cash equivalents				(110	)		300			(5	)		20			14
Increase (decrease) in cash and cash equivalents				(21,239	)		30,279			5,177			(3,166	)		(21,954	)
Cash and cash equivalents, beginning of period				40,695			10,416			5,239			19,456			40,695
Cash and cash equivalents, end of period			$	19,456		$	40,695		$	10,416		$	16,290		$	18,741
Supplemental cash flow information:
	Interest paid		$	147		$	349		$	435		$	25		$	123
	Income taxes paid		$	18		$	45		$	1		$	—		$	—
	Non-cash investing and financing activities:
		Notes and interest receivable from stockholders	$	53		$	250		$	130		$	38		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F–39

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

1.     Organization and Basis of Presentation

      Extensity, Inc. provides Internet-based workforce optimization software applications designed to improve the productivity of employees across the enterprise and to enhance enterprise operating efficiency. Extensity was incorporated in Delaware in November 1995.

      On January 27, 2000, the SEC declared effective Extensity’s Registration Statement on Form S-1. Pursuant to this Registration Statement, Extensity completed an initial public offering (“IPO”) of 4,600,000 shares of its common stock (including 600,000 shares sold pursuant to the exercise of the Underwriters’ over-allotment option) at an initial offering price of $20.00 per share (the “Offering”). Proceeds to Extensity from the Offering, after calculation of the underwriters’ discounts, commissions, and concessions, totaled approximately $83.3 million, net of offering costs of approximately $2.2 million.

      The accompanying consolidated financial statements include the accounts of Extensity and its wholly owned subsidiary, Extensity Europe Limited, which commenced operations in September 1999. All significant intercompany balances and transactions have been eliminated in consolidation.

2.     Summary of Significant Accounting Policies

Revenue recognition

      Revenues are derived from software licenses and related services, which include implementation and integration, technical support, training and consulting. For contracts with multiple elements, and for which vendor-specific objective evidence of fair value for the undelivered elements exists, revenue is recognized for the delivered elements based upon the residual contract value as prescribed by Statement of Position No. 98-9, “Modification of SOP No. 97-2 with Respect to Certain Transactions.”

      Revenue from license fees is recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, the fee is fixed or determinable and collectibility is probable. Arrangements for which the fees are not deemed fixed or determinable are recognized in the period they become due.

      Services revenue primarily comprises revenue from consulting fees, maintenance contracts and training. Services revenue from consulting and training is recognized as the service is performed.

      Maintenance contracts include the right to unspecified upgrades and ongoing support. Maintenance revenue is deferred and recognized on a straight-line basis as services revenue over the life of the related contract, which is typically one year.

      In the event Extensity enters into a contract involving significant implementation, customization or services which are essential to the functionality of the software, license and service revenues are recognized over the period of each engagement, using the percentage-of-completion method. Labor hours incurred is used as the measure of progress towards completion. Revenue for these arrangements is classified as license revenue and services revenue based upon Extensity’s estimates of fair value for each element and is recognized based on the percentage-of-completion ratio. A provision for estimated losses on engagements is made in the period in which the loss becomes probable and can be reasonably estimated.

      Extensity has entered into agreements under which value added resellers receive unspecified future products during the terms of the arrangements (typically two years) in consideration for upfront non-refundable fees. Consistent with the provisions of Statement of Position 97-2, “Software Revenue Recognition” (“SOP 97-2”), Extensity recognizes such fees ratably, on a subscription basis, over the terms of the arrangements.

F–40

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

      Extensity has accumulated relevant information from contracts to use in determining the availability of vendor-specific objective evidence and believes that such information complies with the criteria established in SOP 97-2 as follows:

•  Customers are required to pay separately for annual maintenance. Future renewal rates are included as a term of the contracts. Extensity uses the renewal rate as vendor-specific objective evidence of fair value for maintenance.

•  Extensity charges standard hourly rates for consulting services based upon the nature of the services and experience of the professionals performing the services. Extensity has a history of selling services separately.

•  For training, Extensity charges standard course rates for each course based upon the duration of the course, and such courses are separately priced in contracts. Extensity has a history of selling such courses separately.

•  Customer billing occurs in accordance with contract terms. Customer advances and amounts billed to customers in excess of revenue recognized are recorded as deferred revenue.

Concentration of Credit Risk and Certain Risks

      Financial instruments that potentially subject Extensity to a concentration of credit risk consist of cash and cash equivalents, short-term investments and accounts receivable. Extensity’s accounts receivable are derived from customers located primarily in the United States. Extensity performs credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. Extensity maintains an allowance for doubtful accounts receivable based upon the expected collectibility of accounts receivable. Extensity wrote off approximately $164,000 and $60,000 in accounts receivable for the years ended December 31, 2001 and 2000, respectively. Extensity wrote off approximately $412,000 and $142,000 for the nine months ended September 30, 2002 and 2001, respectively.

      At December 31, 2001, no single customer accounted for 10% or more of accounts receivable. At December 31, 2000, two customers accounted for 32% and 10% of total accounts receivable. At September 30, 2002 and September 30, 2001, no single customer accounted for 10% or more of accounts receivable.

      No single customer accounted for 10% or more of total revenue for the year ended December 31, 2001. One customer accounted for approximately 10% and 11% of total revenues for the years ended December 31, 2000 and 1999, respectively. No single customer accounted for 10% or more of total revenue for the nine months ended September 30, 2002 or 2001.

      Approximately 10% and 11% of Extensity’s revenues were derived from Extensity’s international business, primarily in Europe, for the years ended December 31, 2001 and 2000, respectively, and approximately 11% for the nine months ended September 30, 2002. In the year ended December 31, 1999, all of Extensity’s revenues were derived from U.S. customers.

      The market in which Extensity competes is characterized by changing customer needs, frequent new software product introductions and rapidly evolving industry standards. Significant technological change could adversely affect Extensity’s operating results.

      Extensity operates in one single reportable business segment and, therefore, no disclosures under Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosures about Segments of an

F–41

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

Enterprise and Related Information,” are necessary. Virtually all of Extensity’s long-lived assets are located in the United States of America.

Use of Estimates

      The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Translation

      The functional currency for Extensity’s international subsidiary is the local currency of the country in which it operates. Assets and liabilities are translated using the exchange rate at the balance sheet date. Revenue, expenses, gains and losses are translated at the exchange rate on the date those elements are recognized. Translation adjustments are included in other comprehensive income (loss).

Cash and Cash Equivalents

      Extensity considers all investments with an original maturity of three months or less to be cash equivalents. Extensity maintains cash balances at banks in excess of the Federal Deposit Insurance Corporation insurance limit of $100,000.

Short-Term Investments

      Extensity accounts for its investments in high-grade corporate debt securities under the provisions of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” Extensity has classified all marketable debt securities as held-to-maturity and has accounted for these investments at amortized cost. As of December 31, 2001 and September 30, 2002, Extensity’s carrying value of its short-term investments approximated their amortized cost basis.

Restricted Long-Term Investments

      The restricted long-term investments consist of several one-year certificates of deposit required as collateral for Extensity’s letters of credit (Note 5).

Software Development Costs

      Extensity capitalizes software development costs under the provisions of SFAS No. 86, “Accounting for Costs of Computer Software to be Sold, Leased or Otherwise Marketed.” Capitalization of computer software development costs begins upon the establishment of technological feasibility, which Extensity has defined as completion of a working model. Extensity has not capitalized any software development costs to date as costs that would qualify were immaterial and has charged software development costs as incurred to research and development expense in the accompanying consolidated statements of operations.

Advertising Costs

      Amounts received under co-marketing agreements with strategic partners are recorded as a reduction of advertising expenses incurred in connection with such agreements. Immaterial amounts have been received during the three-year period ended December 31, 2001.

F–42

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

Property and Equipment

      Property and equipment are stated at cost. Depreciation and amortization are calculated using the straight-line method over estimated useful lives of the assets. Currently, Extensity’s computer hardware and software and assets under capital lease are amortized over three years and furniture and fixtures, leasehold improvements and office equipment are amortized over six years (Note 3).

      When assets are sold or retired, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in operations. Maintenance and repairs are charged to operations as incurred.

Impairment of Long-Lived Assets

      Extensity evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of any asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount of fair value less costs to sell (Note 12).

Income Taxes

      Income taxes are accounted for in accordance with SFAS No. 109, “Accounting for Income Taxes.” Under SFAS No. 109, deferred income tax liabilities and assets are determined based on the difference between the financial reporting amounts and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates in effect for the years in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Income tax expense is the tax payable for the period and the change during the period in deferred tax assets and liabilities.

Stock-Based Compensation

      Extensity accounts for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25 (“APB No. 25”), “Accounting for Stock Issued to Employees,” and complies with the disclosure provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” Under APB No. 25, compensation expense is based on the difference, if any, between the fair value of Extensity’s stock and the exercise price of the option on the measurement date, which is typically the date of grant.

      In March 2000, the Financial Accounting Standards Board (“FASB”) issued FIN 44, “Accounting for Certain Transactions Involving Stock Compensation,” an interpretation of APB No. 25. FIN 44 was effective July 1, 2000. In June 2001, Extensity executed a stock option exchange program and accounted for the stock options exchange program according to FIN 44 (Note 9).

      Extensity accounts for options granted to non-employees under SFAS No. 123. Under SFAS No. 123 and the FASB Emerging Issues Task Force (“EITF”) Issue 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services,” options are recorded at their fair value on the measurement date, which is typically the date of grant.

F–43

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

Net Loss Per Share

      Basic and diluted net loss per share are computed using the weighted-average number of common shares outstanding. Options, warrants and convertible preferred stock were not included in the computation of diluted net loss per share because the effect would be antidilutive.

      Diluted net loss per share does not include the effect of the following potential common shares for the periods presented (in thousands):

							Nine Months
							Ended
	Years Ended December 31,						September 30,
	2001		2000		1999		2002		2001
Shares issuable under stock options		4,467		5,089		2,943		821		2,737
Shares of unvested stock subject to repurchase		147		699		1,139		—		204
Shares issuable pursuant to warrants to purchase common stock and convertible preferred stock		—		20		184		—		—
Shares of convertible preferred stock on an “as if converted” basis		—		—		14,594		—		—
		4,614		5,808		18,860		821		2,941

      The weighted-average exercise price of stock options outstanding was $4.29, $9.73 and $2.10 as of December 31, 2001, 2000 and 1999, respectively, and $3.54 and $5.51 as of September 30, 2002 and 2001, respectively. The weighted-average repurchase price of unvested stock was $2.22, $1.50 and $0.38 as of December 31, 2001, 2000 and 1999, respectively, and $7.52 and $1.62 as of September 30, 2002 and 2001, respectively. The weighted-average exercise price of warrants outstanding was $14.50 as of December 31, 2001 and 2000 and $3.08 as of December 31, 1999, and $14.50 as of September 30, 2002 and 2001.

Recently Issued Accounting Pronouncements

      In July of 2001, the FASB issued SFAS No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separately from goodwill. Recorded goodwill and intangibles will be evaluated against these new criteria and may result in certain intangibles being subsumed into goodwill, or alternatively, amounts initially recorded as goodwill may be separately identified and recognized apart from goodwill. SFAS No. 142 requires the use of a non-amortization approach to account for purchased goodwill and certain intangibles. Under a non-amortization approach, goodwill and certain intangibles will not be amortized into results of operations, but instead would be reviewed for impairment and written down and charged to results of operations only in the periods in which the recorded value of goodwill and certain intangibles is more than its fair value. The provisions of each statement, which apply to goodwill and intangible assets acquired prior to June 30, 2001, were adopted by Extensity on January 1, 2002. The adoption of these accounting standards did not result in a significant impact on Extensity’s financial position or results of operations for any historic transactions.

      In October 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 supersedes SFAS No. 121, “Accounting for The Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and applies to all long-lived assets (including discontinued operations) and consequently amends Accounting Principles Board Opinion No. 30 (“APB 30”), “Reporting Results of Operations Reporting the Effects of Disposal of a Segment of a

F–44

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

Business.” SFAS No. 144 develops one accounting model (based on the model in SFAS No. 121) for long-lived assets that are to be disposed of by sale, addresses the principal implementation issues. SFAS No. 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. That requirement eliminates APB 30’s requirement that discontinued operations be measured at net realizable value or that entities include under “discontinued operations” in the financial statements amounts for operating losses that have not yet occurred. Additionally, SFAS No. 144 expands the scope of discontinued operations to include all components of an entity with operations that (1) can be distinguished from the rest of the entity and (2) will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001. Extensity does not expect the adoption of SFAS No. 144 to have a material impact on Extensity’s financial position or results of operations.

      In November 2001, the EITF reached a consensus on EITF Issue 01-09, “Accounting for Consideration Given to a Customer or a Reseller of the Vendor’s Products.” This issue presumes that consideration from a vendor to a customer or a reseller should not be recorded as revenue unless (1) the vendor receives an identifiable benefit in return for the consideration paid that is sufficiently separable from the sale to the customer, such that the vendor could have entered into an exchange transaction with a party other than a purchaser of its products and services in order to receive that benefit and (2) the benefit’s fair value can be reasonably estimated. This issue is to be adopted no later than in annual or interim financial statements for periods beginning after December 15, 2001. Extensity adopted the provisions of this consensus in the fourth quarter of fiscal 2001. Such adoption had no impact on Extensity’s financial position or results of operations.

3.     Property and Equipment

      Property and equipment consists of the following:

	December 31,
							September 30,
	2001			2000			2002
	(In thousands)
Computer hardware and software	$	4,256		$	6,013		$	4,557
Furniture and fixtures		1,479			1,209			1,529
Leasehold improvements		705			385			714
Office equipment		219			219			219
Assets under capital leases		1,847			1,847			1,730
		8,506			9,673			8,749
Less accumulated depreciation and amortization		(4,849	)		(3,394	)		(6,087	)
Total property and equipment, net	$	3,657		$	6,279		$	2,662

      Accumulated amortization relating to assets under capital leases amounted to $1,846,950 and $1,291,437 as of December 31, 2001 and 2000, respectively, and $1,456,937 as of September 30, 2002.

4.     Income Taxes

      The provision for income taxes for the years ended December 31, 2001 and 2000 relates to foreign income tax associated with Extensity’s European subsidiary. The difference between the amount of income tax benefit recorded of zero and the amount of income tax benefit calculated using the federal statutory

F–45

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

rate of 34% is primarily due to net operating losses being fully offset by a valuation allowance. Significant components of Extensity’s deferred tax balances are as follows:

	December 31,
	2001			2000
	(in thousands)
Deferred tax assets:
Net operating loss carry forwards	$	30,100		$	23,000
Research and development credit carryforwards		2,650			1,900
Other		200			300
Total deferred tax assets		32,950			25,200
Valuation allowance		(32,950	)		(25,200	)
Net deferred tax assets	$	—		$	—

      Due to the uncertainty of realization, a valuation allowance has been provided to offset net deferred tax assets at December 31, 2001 and 2000. The increase in the valuation allowance was $7.7 million, $11.4 million and $8.0 million during the years ended December 31, 2001, 2000 and 1999, respectively.

      As of December 31, 2001, Extensity had net operating loss carryforwards of approximately $82.7 million and $33.9 million for federal and state income tax purposes, respectively. Such carryforwards expire through 2021 and 2011 for federal and state income tax purposes, respectively. At December 31, 2001, Extensity also had research and experimentation tax credit carryforwards of $2.7 million for federal and state purposes, respectively. The federal research and experimentation credits expire through 2021 and the state credits expire when exhausted.

      Under the Tax Reform Act of 1986, the benefits from net operating loss and tax credit carry-forwards may be impaired or limited in certain circumstances including as a result of a cumulative ownership change of more than 50%, as defined, over a three-year period. The issuance of Extensity’s convertible preferred securities may have resulted in a limitation on utilization of such net operating loss carryforwards.

5.     Commitments and Contingencies

      Extensity leases certain equipment under various non-cancelable capital leases. The capital leases expire through 2003. Extensity leases office space under various non-cancelable operating leases expiring through 2006. Rental expense was approximately $3,021,000, $2,212,000 and $864,000 for the years ended December 31, 2001, 2000 and 1999, respectively, net of sublease income of approximately $156,000 in

F–46

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

2001. Minimum future rental payments under capital and operating leases at December 31, 2001 are as follows (in thousands):

December 31, 2001	Capital			Operating
2002	$	257		$	3,067
2003		55			2,622
2004		—			2,688
2005		—			2,688
2006		—			1,687
Total minimum lease payments		312			12,752
Less sublease income					(350	)
Less amount representing interest and discount		(18	)	$	12,402
Present value of minimum lease payments		294
Less current portion of capital lease obligations		(240	)
Long-term portion	$	54

      In connection with certain capital lease transactions in 1999, Extensity granted to the lessor warrants to purchase 22,425 shares of Series D preferred stock at an exercise price of $3.30 per share. Such warrants were valued at approximately $44,000 using the Black-Scholes valuation model with the following assumptions: expected volatility of 40%, risk-free interest rate of 6% and expected life of 10 years. The value of these warrants was recorded as a long-term asset, which is being amortized over the capital lease term of 4 years. Such amortization amounted to $17,000, $11,000 and $11,000 during the years ended December 31, 2001, 2000 and 1999, respectively. On the effective date of Extensity’s initial public offering (“IPO”) all outstanding preferred stock was converted to common stock. These warrants were exercised in 2000 in exchange for common stock. There were no outstanding warrants as of December 31, 2001.

      Extensity has established letters of credit totaling $1,397,000 for the benefit of Extensity’s office space lessor and credit card processor. These letters of credit are collateralized by certificates of deposit amounting to $1,397,000. As of December 31, 2001, no amounts were outstanding under these letters of credit.

      Extensity and certain of its officers and directors, as well as certain of the underwriters from Extensity’s IPO were named as defendants in a class action shareholder complaint filed in the United States District Court for the Southern District of New York and captioned FELZEN V. EXTENSITY, INC. ET AL., CASE NO. 01-CV-11246. The plaintiffs seek unspecified monetary damages and other relief. Extensity believes these charges to be without merit and, therefore, has not accrued any amounts in connection with this matter.

6.     Debt

      In March 1998, Extensity entered into a loan and security agreement with a lender for $3,500,000. Borrowings under this loan accrued interest at an average rate of 11.4% per annum and matured through December 31, 2001. The agreement provided the lender with the right to exercise warrants to purchase 137,878 shares of Series D preferred stock at an exercise price of $3.30 per share. Extensity recorded the loan at a discount of approximately $265,000, which was allocated to the warrants. The debt discount was calculated in accordance with the provisions of APB No. 14, “Accounting for Convertible Debt and Debt

F–47

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

Issued with Stock Purchase Warrant.” The fair value of the warrants was estimated on the date of grant using the Black-Scholes valuation model with expected volatility of 40%, risk-free interest of 6% and expected life of 10 years. Amortization of the debt discount was recorded as interest expense and amounted to $36,000, $88,000 and $88,000 for the years ended December 31, 2001, 2000 and 1999. On the effective date of Extensity’s IPO all outstanding preferred stock was converted to common stock. These warrants were exercised in 2000 in exchange for common stock. There were no outstanding warrants as of December 31, 2001. The loan was repaid in full during fiscal 2001.

7. Mandatorily Redeemable Convertible Preferred Stock and Preferred Stock Warrants

     Mandatorily Redeemable Convertible Preferred Stock

      Mandatorily Redeemable Convertible Preferred Stock consists of the following (in thousands except share data):

	Outstanding
	Shares			Amounts
Balance at December 31, 1998		10,361,729		$	21,269
Issuance of Series E preferred stock		3,732,820			22,379
Issuance of Series F preferred stock		500,000			4,500
Series F beneficial conversion feature		—			1,500
Balance at December 31, 1999		14,594,549			49,648
Conversion to common stock		(14,594,549	)		(49,648	)
Balance at December 31, 2000		—		$	—

      On December 16, 1999, Extensity sold 500,000 shares of its Series F Preferred Stock at a price of $9.00 per share for gross proceeds of $4.5 million in cash to an investor. The difference between the deemed fair value of the series F preferred stock of $12.00 and the price per share of $9.00 was deemed to be a beneficial conversion feature analogous to a dividend to the preferred stockholders as prescribed under the provisions of EITF 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios.” The value of the beneficial conversion feature of $1.5 million was recognized immediately at the date of issuance as the preferred stockholders had the right to convert their preferred shares at their option.

      On January 27, 2000, the SEC declared effective Extensity’s Registration Statement on Form S-1. Pursuant to this Registration Statement, Extensity completed an IPO of 4,600,000 shares of its common stock (including 600,000 shares sold pursuant to the exercise of the Underwriters’ over-allotment option) at an initial offering price of $20.00 per share (the “Offering”). All preferred stock was converted to common stock on the effective date of Extensity’s IPO. Each share of outstanding preferred stock was converted into common stock at the option of the stockholder on a one-for-one basis, subject to certain adjustments. Holders of preferred stock received one vote for each share of common stock into which such shares were converted.

     Preferred Stock Warrants Issued in Connection with Financings

      On January 29, 1997, Extensity entered into a loan and security agreement with a bank. During fiscal 1997, $250,000 was drawn on the loan and was repaid in the same year. This loan expired on June 15, 1997. In conjunction with this loan agreement, Extensity issued to the lender a warrant to purchase 23,585

F–48

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

shares of Series B preferred stock at an exercise price per share of $1.59. Extensity recorded the loan at a discount of $24,000 which was allocated to the warrant and amortized as interest expense during 1997. The fair value of the warrant was estimated on the date of grant using the Black-Scholes valuation model with expected volatility of 60%, risk-free interest of 5.50% and expected life of 5 years. On the effective date of Extensity’s IPO all outstanding preferred stock was converted to common stock. These warrants were exercised in 2000 in exchange for common stock. There were no outstanding warrants in connection with this transaction as of December 31, 2001.

      During 1998, Extensity entered into financing agreements with a financial institution (see Note 6). In conjunction with these transactions, Extensity issued to the financial institution warrants to purchase shares of Series D preferred stock at an exercise price of $3.30 per share. On the effective date of Extensity’s IPO all outstanding preferred stock was converted to common stock. These warrants were exercised in 2000 in exchange for common stock. There were no outstanding warrants in connection with this transaction as of December 31, 2001.

8.     Common and Preferred Stock

      During 2000, Extensity’s Board of Directors approved an amendment to Extensity’s Certificate of Incorporation to increase the number of its authorized shares of common stock to 75,000,000 and authorized 5,000,000 shares of preferred stock.

      During the year ended December 31, 1999, Extensity loaned to three officers an aggregate of $230,000 to exercise options to purchase 933,439 shares of Extensity’s common stock. The officers paid $193,750 in cash in conjunction with these exercises. A promissory note of $100,000 from one of the officers, bearing interest at 4.77% and due on February 28, 2004, was repaid in full, including interest of $3,000, in November of 1999. The notes of the other two officers bear interest at 5.87%, are due on July 16, 2004 and are collateralized by their personal assets.

      During the year ended December 31, 2000, Extensity loaned $250,000 to an officer to exercise options to purchase 90,000 shares of Extensity’s stock. The officer paid $560,000 in cash in conjunction with this exercise. The promissory note is due January 17, 2005 and bears interest at a rate of 6.12% per annum and is collateralized by the officer’s personal assets.

     Common Stock Warrants

      In October of 2000, Extensity granted warrants to a service provider to purchase 20,000 shares of Extensity’s common stock at an exercise price of $14.50 per share. These warrants vest ratably over a two-year period and expire in October 2007. Extensity is accounting for these warrants under the variable accounting provisions of FIN 44. The charge for fiscal 2001 and 2000 amounted to $66,000 and $10,500, respectively, using the Black-Scholes valuation model with the following variables: expected volatility of 90%, risk free interest of 6% and expected life of 7 years. The warrants were not exercised as of December 31, 2001.

9.     Stock Options

1996 Stock Option Plan

      In 1996, Extensity adopted the 1996 Stock Option Plan (the 1996 Plan) under which eligible employees, directors, and consultants can receive options to purchase shares of Extensity’s common stock at a price generally not less than 100% of the fair value of the common stock on the date of the grant for incentive stock options and nonstatutory stock options. The 1996 Plan, as amended through September 30,

F–49

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

2002, allows for the issuance of a maximum of 9,956,750 shares of Extensity’s common stock and an annual replenishment of the shares of common stock authorized for issuance thereunder equal to the lesser of (a) 1,300,000 shares, (b) 4% of the outstanding shares on such date or (c) a lesser amount to be determined by the Board. The options granted under the 1996 Plan vest according to varying schedules determined by the 1996 Plan Administrator, currently the Board of Directors. Options generally vest over four years and expire ten years from the date of grant.

     2000 Nonstatutory Stock Option Plan

      In August 2000, the Board of Directors adopted the 2000 Nonstatutory Stock Option plan (the 2000 Plan) under which eligible employees can receive options to purchase shares of Extensity’s common stock at a price generally not less than 100% of the fair value of the common stock on the date of grant for nonstatutory options. The 2000 Plan as amended through September 30, 2002, allows for a maximum of 4,391,133 shares of Extensity’s common stock and an annual replenishment of the shares of common stock authorized for issuance on the first day of Extensity’s fiscal year (the “calculation date”) beginning on January 1, 2002, equal to 4% of the outstanding shares on the calculation date. The Board may act, prior to the first day of any fiscal year of Extensity, to increase the share reserve by such number of shares as the Board shall determine, which number shall be less than 4% of the outstanding shares on the calculation date. The options granted under the 2000 Plan vest according to varying schedules determined by the 2000 Plan Administrator. Options generally vest over four years and expire ten years from the date of grant. The 2000 plan explicitly excludes officers and directors, however, Extensity may grant options to an officer in connection with such officer’s initial employment.

      A summary of the activity under the 1996 and 2000 Plans since inception is set forth below:

	Number			Options					Aggregate
	of Shares			Outstanding					Price
				Price Per Share
Balance at December 31, 1997		1,012,923			$0.100	–	$	0.160	$	149
Options granted		1,066,500			$0.160	–	$	0.330		280
Options exercised		(357,001	)		$0.100	–	$	0.160		(53	)
Options forfeited		(115,874	)		$0.100	–	$	0.160		(18	)
Balance at December 31, 1998		1,606,548			$0.050	–	$	0.330		359
Options granted		3,495,872			$0.330	–	$	9.000		6,336
Options exercised		(1,855,091	)		$0.050	–	$	1.500		(623	)
Options forfeited		(304,747	)		$0.160	–	$	9.000		(134	)
Balance at December 31, 1999		2,942,582			$0.100	–	$	9.000		5,938
Options granted		2,959,950			$5.375	–	$	38.813		46,853
Options exercised		(432,966	)		$0.100	–	$	9.000		(1,068	)
Options forfeited		(381,127	)		$0.100	–	$	38.813		(2,205	)
Balance at December 31, 2000		5,088,439			$0.100	–	$	38.813		49,504
Options granted		3,398,950			$2.150	–	$	9.090		13,935
Options exercised		(414,009	)		$0.100	–	$	7.500		(446	)
Options forfeited		(3,039,429	)		$0.160	–	$	38.813		(41,422	)

F–50

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

	Number			Options					Aggregate
	of Shares			Outstanding					Price
				Price Per Share
Balance at December 31, 2001		5,033,951			$0.160	–	$	37.250		21,571
Options granted		1,722,050			$0.74	–	$	2.280		3,834
Options exercised		(100,880	)		$0.160	–	$	1.500		(50	)
Options forfeited		(1,249,276	)		$0.160	–	$	35.000		(6,230	)
Balance at September 30, 2002		5,405,845			$0.160	–	$	37.250	$	19,125

      The following table summarizes information with respect to stock options outstanding at December 31, 2001:

Options Outstanding										Options Exercisable
						Weighted Average		Weighted				Weighted
Range of				Number		Remaining		Average		Number		Average
Exercise Prices				Outstanding		Contractual Life		Exercise Price		Exercisable		Exercise Price
	$0.160	–	$ 1.500		1,066,993		7.22	$	0.635		394,591	$	0.611
	$2.150	–	$ 2.280		1,995,638		9.94	$	2.275		290,626	$	2.280
	$2.450	–	$ 8.820		1,405,107		7.87	$	6.417		421,624	$	6.931
	$9.000	–	$37.250		566,213		8.38	$	12.954		230,318	$	12.498
	$0.160	–	$37.250		5,033,951		8.61	$	4.285		1,337,159	$	5.339

      The following table summarizes information with respect to stock options outstanding at September 30, 2002:

Options Outstanding										Options Exercisable
						Weighted Average		Weighted				Weighted
Range of				Number		Remaining		Average		Number		Average
Exercise Prices				Outstanding		Contractual Life		Exercise Price		Exercisable		Exercise Price
	$0.160	–	$ 2.130		1,091,602		6.92	$	0.787		629,923	$	0.625
	$2.250	–	$ 2.280		2,929,652		9.22	$	2.277		686,131	$	2.280
	$2.450	–	$18.500		1,111,035		8.02	$	6.588		575,301	$	6.676
	$9.000	–	$37.250		273,556		7.90	$	15.222		142,965	$	15.479
	$0.160	–	$37.250		5,405,845		8.44	$	3.537		2,034,330	$	3.971

      The Plans allow certain option holders to exercise their options prior to vesting. However, such exercises are subject to repurchase by Extensity if not vested. Extensity’s repurchase right lapses over a four year period. As of December 31, 2001 and September 30, 2002, 146,873 and 24,333, respectively, shares of common stock acquired by option holders are subject to repurchase by Extensity.

      Extensity accounts for employee and board of director stock options in accordance with the provisions of APB No. 25 and complies with the disclosure provisions of SFAS No. 123.

      Under APB No. 25, compensation expense is recognized based on the amount by which the fair value of the underlying common stock exceeds the exercise price of the stock options at the measurement date, which in the case of employee stock options is typically the date of grant. For financial reporting purposes, Extensity has determined that the deemed fair market value on the date of grant of certain employee stock options issued prior to the IPO was in excess of the exercise price of the options. This amount is recorded

F–51

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

as deferred compensation and is classified as a reduction of stockholders’ equity and is amortized as a charge to operations over the vesting period of the applicable options. The vesting period is generally four years. The fair value per share used to calculate deferred compensation was derived by reference to the preferred stock values and Extensity’s initial public offering price range. Consequently, Extensity recorded deferred stock compensation of $1,881,000 and $10,205,000 during the years ended December 31, 2000 and 1999, respectively. Amortization recognized for the years ended December 31, 2001, 2000 and 1999 totaled $509,000, $3,977,000 and $4,352,000, respectively. Amortization recognized for the nine months ended September 30, 2002 and 2001 totaled $64,000 and $348,000, respectively.

      The weighted average fair values of the options granted for the years ended December 31, 2001, 2000 and 1999 were $4.10, $15.83 and $1.80, respectively.

      Had compensation cost for option grants to employees been determined consistent with SFAS No. 123, Extensity’s net loss would have been as follows (in thousands, except per share data):

	Year Ended December 31,
	2001			2000			1999
Net loss:
As reported	$	(25,953	)	$	(34,509	)	$	(24,889	)
Pro forma net loss	$	(27,765	)	$	(38,042	)	$	(24,762	)
Pro forma net loss per share, basic and diluted	$	(1.16	)	$	(1.79	)	$	(11.14	)

      The above pro forma disclosures are not necessarily representative of the effects on reported income or loss for future years as additional grants are made each year and options vest over several years.

      The fair value of each option grant was estimated on the date of grant using the minimum value options pricing model with the following weighted average assumptions by period:

	Year Ended
	December 31,
	2001			2000			1999
Risk-free interest rate		3.7	%		6.2	%		5.6	%
Expected volatility		108	%		189	%		—
Expected life (in years)		1.7			1.5			4
Dividends		—			—			—

      Because Extensity was not publicly traded until January 27, 2000, the date of the IPO, volatility was not considered in the determining the value of options granted to employees in 1999.

     Stock Option Exchange

      Pursuant to a Tender Offer Statement filed with the SEC on May 4, 2001, employees surrendered for cancellation 1,744,400 options to purchase shares of Extensity’s common stock at exercise prices ranging from $5.44 to $38.81. In exchange, Extensity on June 6, 2001 granted short-term options to purchase 174,440 shares of Extensity’s common stock at an exercise price of $8.82 covering ten percent (10%) of the number of shares that were cancelled.

      The grant of short-term options was accounted for as prescribed under the provisions of FIN No. 44. Extensity did not incur any compensation expense associated with such options.

F–52

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

      On December 12, 2001, Extensity granted new options equal to ninety percent (90%) of the number of shares that were cancelled on June 5, 2001. The number of new options actually granted on December 12, 2001, totaling 1,366,560 shares is less than the amount cancelled on June 5, 2001 as a result of employee terminations related to Extensity’s restructuring plan implemented in July 2001. The exercise price of the new options was $2.28, the closing price of Extensity’s common stock on the date of grant. The new options have the same vesting schedule as the cancelled options and will expire if not exercised ten years from the grant date or earlier if employment is terminated.

      The short-term options vested on December 6, 2001 and expired unexercised on March 6, 2002.

10.     Employee Savings and Investment Plans

401(k) Plan

      In January 1998, Extensity adopted a 401(k) plan for employees. All employees who meet certain service requirements are eligible to participate. Matching contributions are at the discretion of Extensity. Extensity made no matching or discretionary contributions from inception through September 30, 2002.

Employee Stock Purchase Plan

      Extensity’s 2000 Employee Stock Purchase Plan was adopted by the board of directors and stockholders of Extensity in November 1999 and became effective upon the closing of the IPO in January of 2000. A total of 1,235,241 shares have been reserved for issuance under the purchase plan. The purchase plan provides for automatic annual increases in the number of shares reserved for issuance under the plan in an amount equal to the lesser of (1) 1.5% of the outstanding shares on such date, (2) 500,000 shares or (3) such lesser amount as may be determined by the board. Under the purchase plan, eligible employees may purchase common stock in an amount not to exceed 15% of the employee’s cash compensation. The purchase price will be 85% of the common stock fair value at the lower of certain plan-defined dates. As of September 30, 2002, there have been 649,969 shares issued and 585,272 shares reserved for future issuance.

11. Acquisition

      In September 2000, Extensity acquired all the outstanding shares of a company. The total acquisition cost was approximately $343,000 primarily comprised of $265,000 in cash, 2,500 shares of Extensity’s stock valued at $53,000 and approximately $25,000 in transaction costs. The transaction was accounted for using the purchase method of accounting. Substantially the entire purchase price was allocated to in-process research and development as technological feasibility of the acquired product had not been established and no future alternative use existed at the time of purchase. Furthermore, the acquired company had no revenues, no other tangible or intangible assets and only one employee.

12. Restructuring, Impairment Loss and Other

      In response to the continuing economic slowdown, Extensity implemented a restructuring plan in the third quarter of fiscal 2001 and recorded a restructuring charge of $4.5 million. The goal of the restructuring plan was to reduce costs and improve operating efficiencies in order to match the current business environment. The restructuring charge consisted of severance and benefits of $729,000 related to the involuntary termination of 70 employees, which was fully paid as of December 31, 2001. These terminations were from all functions across Extensity. In addition, Extensity accrued for lease costs of $2.2 million pertaining to the estimated obligations for non-cancelable lease payments for excess facilities

F–53

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

in the United States and Europe. Extensity also wrote off computer equipment and software with a net book value of $1.6 million as these assets were taken out of service because they were deemed unnecessary due to the reductions of workforce.

      In April 2002, Extensity took additional steps to reduce expenses, which included reducing full-time equivalent employees from all functions across Extensity by approximately 18% and evaluating the adequacy of its sublease loss accrual for its lease commitments for office space. Extensity incurred a restructuring charge of approximately $1.5 million for the nine months ended September 30, 2002. The charge consisted of severance and benefits of $523,000 related to the involuntary termination of 39 employees, which was fully paid as of June 30, 2002. In addition, Extensity accrued for lease costs of $946,000 pertaining to the estimated obligations for non-cancelable lease payments for excess facilities in the United States.

      The following table sets forth an analysis of the components of the restructuring charge and the payments made against the accrual through September 30, 2002 (in thousands):

				Computer
	Severance			Equipment			Accrued
	and Benefits			and Software			Lease Costs
Restructuring provision:
Severance and benefits	$	729		$	—		$	—
Accrued lease costs		—			—			2,187
Property and equipment write-off		—			1,577			—
Total		729			1,577			2,187
Cash paid		(729	)		—			(901	)
Non-cash charges		—			(1,577	)		—
Accrual balance at December 31, 2001		—			—			1,286
Severance and benefits		523			—			—
Accrued lease costs		—			—			946
Cash paid		(523	)		—			(383	)
Accrual balance at September 30, 2002	$	—		$	—		$	1,849

      Extensity expects to pay the remaining obligations relating to the non-cancelable lease obligations over the remaining lease terms through 2006.

      In the third quarter of 2001, Extensity incurred an impairment loss of $1.3 million. This charge was attributed to the impairment of assets acquired in conjunction with building the hosted offering. These assets were written down to a level commensurate with the expected future cash flows as prescribed by SFAS No. 121.

      During the first quarter of 2001, Extensity incurred $377,000 in connection with exploring potential merger and acquisition transactions.

F–54

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

13.     Quarterly Financial Data (Unaudited)

      The following is unaudited financial data for 2001 and 2000 and the nine month period ended September 30, 2002 (amounts in thousands, except for per share amounts).

			Q3’02			Q2’02			Q1’02			Q4’01			Q3’01			Q2’01			Q1’01			Q4’00			Q3’00			Q2’00			Q1’00
Revenues: license			$	1,507		$	1,743		$	1,206		$	4,231		$	4,886		$	5,651		$	6,022		$	5,316		$	4,021		$	3,034		$	2,225
	Service and maintenance			2,931			3,074			3,123			3,657			3,174			3,480			3,780			3,470			3,005			2,299			1,498
	Hosted			319			194			194			151			48			—			—			—			—			—			—
		Total revenues		4,757			5,011			4,523			8,039			8,108			9,131			9,802			8,786			7,026			5,333			3,723
Gross profit			$	2,599		$	2,684		$	1,748		$	4,884		$	4,612		$	5,424		$	5,283		$	4,433		$	2,847		$	1,421		$	550
Net loss				(3,519	)		(4,987	)		(5,095	)		(2,342	)		(9,379	)		(6,733	)		(7,499	)		(7,605	)		(8,702	)		(8,865	)		(9,337	)
Net loss per share, basic and diluted			$	(0.14	)	$	(0.20	)	$	(0.21	)	$	(0.10	)	$	(0.39	)	$	(0.28	)	$	(0.32	)	$	(0.33	)	$	(0.38	)	$	(0.39	)	$	(0.56	)

14. Proposed Merger

      On August 26, 2002, Extensity entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Geac Computer Corporation Limited (“Geac”) and Cage Acquisition, Inc., a subsidiary of Geac (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Extensity (the “Merger”), and at the effective time of the Merger, each outstanding share of Extensity common stock will be converted into the right to receive, at the election of the stockholder, cash in the amount of $1.75 or approximately 0.627 of a Geac common share (the “Exchange Ratio”), subject to adjustment in certain circumstances. Pursuant to the terms of the Merger Agreement, certain outstanding options to purchase shares of Extensity common stock will terminate immediately prior to the effective time of the Merger, and other outstanding options to purchase Extensity common stock will be assumed by Geac, based on the Exchange Ratio. The Merger is subject to customary closing conditions, including the approval of Extensity stockholders.

F–55

EXTENSITY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(United States dollars)

(All interim information relating to the nine months ended September 30, 2001 and 2002 is unaudited)

GEAC COMPUTER CORPORATION LIMITED

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)

As of October 31, 2002

(In thousands of Canadian dollars)

	Historical
	Geac Computer						Basis of Presentation:
	Corporation			Extensity,			All Extensity shareholders elect
	Limited			Inc.			to receive cash
	October 31,			September 30,			Pro forma					Pro forma
	2002			2002			adjustments					combined
	$			$			$			Note 3		$
Assets
Current assets
Cash and cash equivalents		69,397			25,833			(70,628	)		(a)(i)(iv)(vii)		24,602
Short-term investments		—			30,057			—					30,057
Accounts receivable and other		74,576			4,483			—					79,059
Deferred taxes		14,504			—			3,754			(a)(v)		18,258
Inventory		2,683			—			—					2,683
Prepaid and other current assets		21,568			1,881			(3,471	)		(a)(viii)		19,978
		182,728			62,254			(70,345	)		—		174,637
Deferred taxes		47,892			—			8,036			(a)(v)		55,928
Property, plant and equipment		41,611			4,221			(1,514	)		(a)(i)		44,318
Intangible assets		—			—			9,039			(a)(i)		9,039
Goodwill		102,022			—			23,997			(a)(i)		126,019
Other assets		—			2,715			(2,715	)		(a)(i)		—
		374,253			69,190			(33,502	)				409,941
Liabilities
Current liabilities
Accounts payable and accrued liabilities		122,284			12,345			13,794			(a)(vi)		148,423
Income taxes payable		42,218			84			—					42,302
Deferred revenue		139,265			4,231			—					143,496
Current portion of long-term debt		2,180			173			—					2,353
		305,947			16,833			13,794					336,574
Deferred revenue		6,551			—			—					6,551
Deferred taxes		-			—			3,616			(a)(v)		3,616
Long-term debt		7,673			—			—					7,673
		320,171			16,833			17,410					354,414
Redeemable preferred shares		-			—			76			(a)(vii)		76
Shareholders’ Equity
Share capital		157,094			40			(40	)		(a)(ii)(iv)		157,094
Additional paid-in capital		2,765			233,653			(233,653	)		(a)(ii)		2,765
Other equity		-			—			1,910			(a)(iii)		1,910
Purchase warrants		1,566			—			—					1,566
Deferred stock compensation		(944	)		(86	)		(455	)		(a)(ii)(iii)		(1,485	)
Notes receivable from shareholders		(375	)		(747	)		747			(a)(ii)		(375	)
Accumulated other comprehensive loss		(10,683	)		346			(346	)		(a)(ii)		(10,683	)
Deficit		(95,341	)		(180,849	)		180,849			(a)(ii)		(95,341	)
		54,082			52,357			(50,988	)				55,451
		374,253			69,190			(33,502	)				409,941

See accompanying notes to unaudited pro forma condensed combined financial information.

F–56

GEAC COMPUTER CORPORATION LIMITED

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)

As of October 31, 2002

(in thousands of Canadian dollars)

	Historical
	Geac Computer						Basis of Presentation:
	Corporation			Extensity,			All Extensity shareholders elect
	Limited			Inc.			to receive shares
	October 31,			September 30,			Pro forma					Pro forma
	2002			2002			adjustments					combined
	$			$			$			Note 3		$
Assets
Current assets
Cash and cash equivalents		69,397			25,833			305			(a)(iv)(vii)		95,535
Short-term investments		—			30,057			—					30,057
Accounts receivable and other		74,576			4,483			—					79,059
Deferred taxes		14,504			—			4,097			(a)(v)		18,601
Inventory		2,683			—			—					2,683
Prepaid and other current assets		21,568			1,881			(3,471	)		(a)(viii)		19,978
		182,728			62,254			931					245,913
Deferred taxes		47,892			—			8,036			(a)(v)		55,928
Property, plant and equipment		41,611			4,221			(1,514	)		(a)(i)		44,318
Intangible assets		-			—			9,039			(a)(i)		9,039
Goodwill		102,022			—			25,669			(a)(i)		127,691
Other assets		-			2,715			(2,715	)		(a)(i)		—
		374,253			69,190			39,446					482,889
Liabilities
Current liabilities
Accounts payable and accrued liabilities		122,284			12,345			13,794			(a)(vi)		148,423
Income taxes payable		42,218			84			—					42,302
Deferred revenue		139,265			4,231			—					143,496
Current portion of long-term debt		2,180			173			—					2,353
		305,947			16,833			13,794					336,574
Deferred revenue		6,551			—			—					6,551
Deferred taxes		—			—			3,616			(a)(v)		3,616
Long-term debt		7,673			—			—					7,673
		320,171			16,833			17,410					354,414
Redeemable preferred shares		-			—			76			(a)(vii)		76
Shareholders’ Equity
Share capital		157,094			40			72,908			(a)(i)(ii)(iv)		230,042
Additional paid-in capital		2,765			233,653			(233,653	)		(a)(ii)		2,765
Other equity		-			—			1,910			(a)(iii)		1,910
Purchase warrants		1,566			—			—					1,566
Deferred stock compensation		(944	)		(86	)		(455	)		(a)(ii)(iii)		(1,485	)
Notes receivable from shareholders		(375	)		(747	)		747			(a)(ii)		(375	)
Accumulated other comprehensive loss		(10,683	)		346			(346	)		(a)(ii)		(10,683	)
Deficit		(95,341	)		(180,849	)		180,849			(a)(ii)		(95,341	)
		54,082			52,357			21,960					128,399
		374,253			69,190			39,446					482,889

See accompanying notes to unaudited pro forma condensed combined financial information.

F–57

GEAC COMPUTER CORPORATION LIMITED

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Unaudited)

For the year ended April 30, 2002

(In thousands of Canadian dollars, except per share amounts)

	Historical
	Geac
	Computer
	Corporation			Extensity,
	Limited			Inc.
							Basis of Presentation:
							All Extensity shareholders elect to
	Year ended						receive cash
	April 30,			March 31,			Pro forma					Pro forma
	2002			2002			adjustments					combined
	$			$			$			Note 3		$
Revenues		719,452			46,789			—					766,241
Cost of revenues		326,631			20,619			—					347,250
Gross profit		392,821			26,170			—					418,991
Operating expenses
Sales and marketing		93,173			30,301			—					123,474
Product development		92,792			16,203			—					108,995
General and administrative		91,452			10,364			266			(b)(ii)		102,082
Restructuring and other unusual items		45,861			9,102			—					54,963
Amortization of intangible assets		1,738			—			2,682			(b)(i)		4,420
		325,016			65,970			2,948					393,934
Income (loss) from operations		67,805			(39,800	)		(2,948	)				25,057
Interest income		1,900			3,002			—					4,902
Interest expense		(3,521	)		(148	)		—					(3,669	)
Gain on disposal of business		5,073			—			—					5,073
Other income (expense) — net		933			—			—					933
Income (loss) from operations before income taxes		72,190			(36,946	)		(2,948	)				32,296
Income taxes		30,126			28			(15,850	)		(b)(iii)		14,304
Net income (loss) for the period		42,064			(36,974	)		12,902					17,992
Basic net income (loss) per share		0.58			(1.54	)		—			(c)		0.25
Diluted net income (loss) per share		0.56			(1.54	)		—			(c)		0.24

See accompanying notes to unaudited pro forma condensed combined financial information.

F–58

GEAC COMPUTER CORPORATION LIMITED

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Unaudited) — (Continued)

	Historical
	Geac
	Computer
	Corporation			Extensity,
	Limited			Inc.
							Basis of Presentation: All Extensity
	Six-month period ended						shareholders elect to receive cash
	October 31,			September 30,			Pro forma					Pro forma
	2002			2002			adjustments					combined
	$			$			$			Note 3		$
Revenues		314,375			15,226			—					329,601
Cost of revenues		139,284			6,991			—					146,275
Gross profit		175,091			8,235			—					183,326
Operating expenses
Sales and marketing		44,471			8,333			—					52,804
Product development		34,413			5,446			—					39,859
General and administrative		44,014			4,394			133			(b)(ii)		48,541
Net restructuring and other unusual items		(1,157	)		3,941			—					2,784
Amortization of intangible assets		435			—			1,331			(b)(i)		1,766
		122,176			22,114			1,464					145,754
Income (loss) from operations		52,915			(13,879	)		(1,464	)				37,572
Interest income		916			647			—					1,563
Interest expense		(395	)		(26	)		—					(421	)
Other income — net		2,378			—			—					2,378
Income (loss) from operations before income taxes		55,814			(13,258	)		(1,464	)				41,092
Income taxes		21,518			—			(5,836	)		(b)(iii)		15,682
Net income (loss) for the period		34,296			(13,258	)		4,372					25,410
Basic net income (loss) per share		0.44			(0.53	)		—			(c)		0.32
Diluted net income (loss) per share		0.43			(0.53	)		—			(c)		0.31

See accompanying notes to unaudited pro forma condensed combined financial information.

F–59

GEAC COMPUTER CORPORATION LIMITED

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Unaudited) — (Continued)

	Historical
	Geac
	Computer
	Corporation			Extensity,
	Limited			Inc.
							Basis of Presentation: All Extensity
	Year ended						shareholders elect to receive shares
	April 30,			March 31,			Pro forma					Pro forma
	2002			2002			adjustments					combined
	$			$			$			Note 3		$
Revenues		719,452			46,789			—					766,241
Cost of revenues		326,631			20,619			—					347,250
Gross profit		392,821			26,170			—					418,991
Operating expenses
Sales and marketing		93,173			30,301			—					123,474
Product development		92,792			16,203			—					108,995
General and administrative		91,452			10,364			266			(b)(ii)		102,082
Restructuring and other unusual items		45,861			9,102			—					54,963
Amortization of intangible assets		1,738			—			2,682			(b)(i)		4,420
		325,016			65,970			2,948					393,934
Income (loss) from operations		67,805			(39,800	)		(2,948	)				25,057
Interest income		1,900			3,002			—					4,902
Interest expense		(3,521	)		(148	)		—					(3,669	)
Gain on disposal of business		5,073			—			—					5,073
Other income — net		933			—			—					933
Income (loss) from operations before income taxes		72,190			(36,946	)		(2,948	)				32,296
Income taxes		30,126			28			(15,850	)		(b)(iii)		14,304
Net income (loss) for the period		42,064			(36,974	)		12,902					17,992
Basic net income (loss) per share		0.58			(1.54	)		—			(c)		0.20
Diluted net income (loss) per share		0.56			(1.54	)		—			(c)		0.20

F–60

GEAC COMPUTER CORPORATION LIMITED

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Unaudited) — (Continued)

	Historical
	Geac
	Computer
	Corporation			Extensity,
	Limited			Inc.
							Basis of Presentation:
							All Extensity shareholders elect
	Six-month period ended						to receive shares
	October 31,			September 30,			Pro forma					Pro forma
	2002			2002			adjustments					combined
	$			$			$			Note 3		$
Revenues		314,375			15,226			—					329,601
Cost of revenues		139,284			6,991			—					146,275
Gross profit		175,091			8,235			—					183,326
Operating expenses
Sales and marketing		44,471			8,333			—					52,804
Product development		34,413			5,446			—					39,859
General and administrative		44,014			4,394			133			(b)(ii)		48,541
Net restructuring and other unusual items		(1,157	)		3,941			—					2,784
Amortization of intangible assets		435			—			1,331			(b)(i)		1,766
		122,176			22,114			1,464					145,754
Income (loss) from operations		52,915			(13,879	)		(1,464	)				37,572
Interest income		916			647			—					1,563
Interest expense		(395	)		(26	)		—					(421	)
Other income — net		2,378			—			—					2,378
Income (loss) from operations before income taxes		55,814			(13,258	)		(1,464	)				41,092
Income taxes		21,518			—			(5,836	)		(b)(iii)		15,682
Net income (loss) for the period		34,296			(13,258	)		4,372					25,410
Basic net income (loss) per share		0.44			(0.53	)		—			(c)		0.27
Diluted net income (loss) per share		0.43			(0.53	)		—			(c)		0.26

F–61

GEAC COMPUTER CORPORATION LIMITED

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(Canadian dollars; amounts in thousands, except per share amounts)

October 31, 2002 (Unaudited)

1.     Description of proposed merger

      On August 26, 2002, Geac announced that it had entered into a definitive merger agreement to acquire by way of a merger all of the outstanding common shares of Extensity, Inc. for a total estimated purchase price of approximately $83,396, including transaction costs, if the transaction is financed exclusively by a share issue, and $81,724, including transaction costs, if the transaction is financed with cash. The definitive agreement contains terms which adjust the purchase price for changes in the working capital of Extensity as of the closing date.

      Under the terms of the definitive agreement, Extensity shareholders may elect to receive US$1.75 in cash or 0.627 of a Geac common share for each share of Extensity common stock, subject to adjustment based on the amount of Extensity’s working capital at closing. We have presented this pro forma condensed combined financial information on alternative bases: first, on the basis that all Extensity stockholders elect to receive Geac common shares in the merger, and second, on the basis that all Extensity stockholders elect to receive cash in the merger. In each case, we have assumed that no working capital adjustment is made.

      The acquisition will be accounted for using the purchase method of accounting as required by Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations,” whereby the total cost of the acquisition, included related fees and expenses, is allocated to tangible and intangibles assets acquired and liabilities assumed based on their respective fair values at the effective date of the acquisition. Identified intangible assets with finite lives will be amortized over those lives. Goodwill will not be amortized.

2.     Basis of presentation

      The unaudited pro forma condensed combined balance sheet information as of October 31, 2002 gives effect to the merger as if it had occurred on October 31, 2002. The unaudited pro forma condensed combined balance sheet information is based on the unaudited consolidated balance sheet of Geac as of October 31, 2002 and the unaudited consolidated balance sheet of Extensity as of September 30, 2002, both of which are included elsewhere in this proxy statement/ prospectus.

      The unaudited pro forma condensed combined statement of operations information for the year ended April 30, 2002 and the six months ended October 31, 2002 reflect the merger as if it had occurred on May 1, 2001. The unaudited combined condensed statement of operations information for the year ended April 30, 2002 is based on the audited consolidated statement of operations of Geac for the year ended April 30, 2002 included elsewhere in this proxy statement/ prospectus and the results of operations of Extensity for the twelve months ended March 31, 2002 (which are derived from the audited consolidated statement of operations of Extensity for the year ended December 31, 2001, less the unaudited results of its operations for the three months ended March 31, 2001, plus the unaudited results of its operations for the three months ended March 31, 2002).

      The unaudited pro forma condensed combined statement of operations information for the six months ended October 31, 2002 is based on the unaudited consolidated interim statement of operations of Geac for the six months ended October 31, 2002 which are included elsewhere in this proxy statement/ prospectus and the unaudited consolidated statement of operations information of Extensity for the six months ended September 30, 2002, which is derived from the sum of the unaudited consolidated statements of operations of Extensity for the three-month periods ended June 30, 2002 and September 30, 2002.

F–62

GEAC COMPUTER CORPORATION LIMITED

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

(Canadian dollars; amounts in thousands, except per share amounts)

October 31, 2002 (Unaudited)

      The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the combined financial position or results of operations of future periods or the results that actually would have been realized had Geac and Extensity been a single entity during the periods presented.

      The unaudited pro forma condensed combined financial information is based on estimates and assumptions that Geac believes are reasonable and should be read in conjunction with the respective financial statements and related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations of both Geac and Extensity included elsewhere in this proxy statement/ prospectus and other public filings. These estimates and assumptions are preliminary and have been made solely for purposes of developing this unaudited pro forma condensed combined financial information.

      The acquisition has not closed and, therefore, the amounts allocated could change by the closing date, based on the assets and liabilities held by Extensity at that time. Furthermore, a valuation has not been completed to determine the fair value of the net assets acquired. Accordingly, the preliminary purchase price allocation could change significantly as additional information is obtained about restructuring and integration plans, and asset and liability valuations, particularly relating to intangibles, are finalized. In addition, the purchase agreement contains terms that may adjust the purchase price based on the working capital of Extensity at the closing date. Adjustments relating to restructuring and integration plans are expected to be finalized in January 2003 when the plans are expected to receive final approval.

3.     Unaudited pro forma adjustments

a) Unaudited pro forma condensed combined balance sheet

      Adjustments to the balance sheet are as follows:

i)  Adjustments to record the acquisition of Extensity by Geac

The purchase price is allocated based upon the estimated fair value of the assets acquired and liabilities assumed. This allocation is subject to change pending a final analysis of the value of the assets acquired and liabilities assumed. The actual allocation will be based on the fair value of the assets and liabilities acquired as of the acquisition date.

      Based on the best estimates in accordance with currently available information, pro forma and fair value adjustments have been made on the following items:

		$
Net historical book value of assets acquired, net of liabilities assumed			52,357
Adjustment of historical carrying amount to fair value:
	Deferred income taxes		8,339
	Property, plant and equipment		(1,514	)
	Accounts payable and accrued liabilities		(3,473	)
Adjustment to reflect issuance of Extensity shares (note 3(a)(iv))			229
Net tangible assets acquired			55,938

F–63

GEAC COMPUTER CORPORATION LIMITED

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

(Canadian dollars; amounts in thousands, except per share amounts)

October 31, 2002 (Unaudited)

      The components of the estimated purchase consideration, at fair value are as follows:

	All cash			All shares
	$			$
Cash		70,933			—
Fair value of Geac common stock (16,032 shares)		—			72,948
Fair value of Geac options issued		1,910			1,910
Deferred compensation		(541	)		(541	)
		72,302			74,317
Transaction costs		10,450			10,450
Less: related tax		(1,028	)		(1,371	)
Estimated purchase consideration		81,724			83,396

      The estimated purchase consideration of $81,724 assuming an all cash election differs from the estimated purchase consideration of $83,396 under an all share election because of the difference between the US$1.75 (CDN$2.77) in cash per share that would be paid to Extensity stockholders pursuant to the merger agreement and the value of CDN$4.55 used to measure the common shares of Geac in accordance with the requirements of EITF 99-12, Determination of the Measurement Date for the Market Price of Acquirer Securities Issued in a Purchase Business Combination. The Company’s common shares were valued based on the market price of the shares over a reasonable period of time before and after the terms of the acquisition were agreed to and announced.

      The purchase price has been allocated to identifiable tangible and intangible assets acquired and liabilities assumed, based on the estimated fair values of such assets and liabilities with the remainder allocated to goodwill, as follows:

		All cash			All shares
		$			$
Net tangible assets acquired			55,938			55,938
Restructuring costs			(6,057	)		(6,057	)
Identified intangible assets
	Intellectual property		6,502			6,502
	Trademarks		1,110			1,110
	Acquired contracts		1,427			1,427
Deferred tax liability			(1,193	)		(1,193	)
Goodwill			23,997			25,669
Estimated purchase consideration			81,724			83,396

      The 16,032 Geac common shares to be issued assumes that all of the Extensity stockholders will elect to receive Geac shares and is based on an estimate of 25,460 shares outstanding for Extensity plus 110 shares issued under the Employee Stock Purchase Plan, multiplied by the exchange ratio of 0.627. The fair value of Geac common shares issued were valued using the market price of the Geac shares over a reasonable period before and after the date the terms of the proposed merger were agreed and announced.

F–64

GEAC COMPUTER CORPORATION LIMITED

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

(Canadian dollars; amounts in thousands, except per share amounts)

October 31, 2002 (Unaudited)

      The fair value of the Geac stock options to be granted to Extensity option holders was estimated using the Black Scholes option-pricing model with the following assumptions:

Risk-free interest rate	5.17%
Expected life	1.7  years
Estimated volatility in the market price of the Geac common shares	76%
Dividend yield	nil

      A valuation of the intangible assets and deferred revenue is being conducted by an independent third party and is expected to be completed prior to closing.

      Management is in the process of assessing and formulating its integration plans, which are expected to include staff restructuring and elimination of acquired facilities. The finalization of these plans could result in a material increase to the estimated accrual for elimination of acquired duplicate resources, staff restructuring and other related costs. While the exact amount is not yet known, management currently estimates an accrual of $1,537 for severance, an accrual of $1,805 for premises restructuring and a write-off of other assets of $2,715.

ii)

Adjustment to eliminate all components of the historical Extensity shareholders’ equity and, for an acquisition financed in all shares to reflect the issuance of Geac common shares.

iii)

In conjunction with the merger, Geac will issue stock options to certain Extensity stock option holders that have an estimated fair value of $1,910. In addition, deferred stock compensation of $541 was recorded, based on the estimated fair value of the unvested stock options to be converted at the date of the merger. The adjustment also reflects the reversal of $86 of Extensity’s historical deferred compensation. See note 3(b)(ii) for further explanation.

iv)	An adjustment in the amount of $229 was recorded to the historical balance sheet of Extensity to reflect the receipt of cash upon the issuance of 110 shares under the Employee Stock Purchase Plan.
v)	Total net deferred tax adjustments of $8,517 arising under a 100% stock election and $8,174 arising under a 100% cash election are comprised of the following adjustments in the pro forma column:

	All shares			All cash
	$			$
Current deferred tax assets(1)		4,097			3,754
Deferred tax assets(2)		8,036			8,036
Deferred tax liabilities(3)		(3,616	)		(3,616	)
		8,517			8,174

The adjustments to deferred taxes relate to the following:

1)	Adjustment of $4,097 is comprised of current deferred tax assets arising from severance and premise accruals under the restructuring plan of $1,337, transaction costs of $1,371 under an all stock election and $1,028 under an all cash election, and accounts payable and accrued liabilities of $1,389.
2)	Adjustment of $8,036 is comprised of non-current deferred tax assets arising from the fair value adjustments relating to property, plant and equipment of $606, the tax effect of the write off of

F–65

GEAC COMPUTER CORPORATION LIMITED

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

(Canadian dollars; amounts in thousands, except per share amounts)

October 31, 2002 (Unaudited)

	other assets of $1,086 under the restructuring plan, and the recognition of Extensity’s previously unrecognized tax losses of $6,344.
3)	Adjustment of $3,616 is comprised of non-current deferred tax liabilities recorded in connection with the allocation of a portion of the purchase price to identified intangible assets.

vi)  The adjustment to accounts payable and accrued liabilities of $13,794 is comprised of:

1)	$3,172 relating to the accrual of insurance premiums for continued insurance coverage for directors and officers of Extensity, which, pursuant to the terms of the acquisition agreement, Geac has agreed to pay for a period of six years following the date of acquisition.
2)	Adjustment relating to the accrual of transaction costs, which is comprised of direct costs of the acquisition, such as legal and accounting fees. Total transaction costs are estimated to be $10,450; however, $3,471 has already been recorded by Geac, resulting in an additional accrual adjustment of $6,979.
3)	$3,342 relating to restructuring accruals that meet the criteria for recognition under EITF 95-3 Recognition of Liabilities in Connection with a Purchase Business Combination (note 3(a)(i)).
4)	$301 of fair value adjustment relating to lease commitments.

vii)	Adjustments to record the issuance of 25 preferred shares (par value of $0.001 per share) for an aggregate of $76 to a third party as contemplated in the definitive agreement. The preferred shares are non-voting, are redeemable at the option of either Geac or the holder, 60 months from the issue date and carry a cumulative dividend of 12% per annum, payable semi-annually. The preferred shares are redeemable in cash of US$2.00 per share, if redeemed at the option of the holder, or US$2.02 per share, if redeemed at the option of Geac, plus, in either event, all accrued and unpaid dividends.
viii)	Adjustment to eliminate $3,471 of deferred transaction costs as these costs are recorded as part of the cost of acquisition. See note 3(vi)(2).
ix)	The balance sheet of Extensity as at September 30, 2002, stated in the United States dollars, has been converted to Canadian dollars at a United States/ Canadian dollar exchange rate of US$1.00 equals CDN$1.59.

     b)  Unaudited pro forma condensed combined statement of operations

      Adjustments to the statement of operations are as follows:

i)  Adjustments to record additional amortization on identified intangible assets resulting from the allocation of the purchase price.

The pro forma adjustments assume the intangible assets will be amortized on a straight-line basis over the estimated useful lives of the related assets, which in the case of the acquired service and maintenance agreements represents the remaining contractual life of the contracts.

Intellectual property	4 years
Trademarks	3 years
Acquired contracts	2 years

F–66

GEAC COMPUTER CORPORATION LIMITED

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION — (Continued)

(Canadian dollars; amounts in thousands, except per share amounts)

October 31, 2002 (Unaudited)

      The ultimate useful lives assigned will be determined at the date of acquisition based on the facts and circumstances existing at that date.

ii)	Adjustment to record compensation expense relating to the amortization of deferred compensation costs, recorded on acquisition as a result of stock options issued (note 3(a)(iii)).
iii)	In connection with the acquisition, an adjustment was recorded to reflect the utilization of Extensity’s net operating loss for the year ended April 30, 2002 against the Company’s US operations’ taxable income, which would have been available if the acquisition was assumed to have occurred on May 1, 2002.

iv)  The statement of operations of Extensity for the twelve months ended March 31, 2002, stated in United States dollars, has been converted to Canadian dollars at an exchange rate of US$1.00 equals CDN$1.57. The statement of operations of Extensity for the six months ended September 30, 2002, stated in United States dollars, has been converted to Canadian dollars at an exchange rate of US$1.00 equals CDN$1.56.

c) Unaudited pro forma condensed combined net income per share

      The following table sets forth the calculation of pro forma basic and diluted net income per share:

		All cash				All shares
		Six months				Six months
		ended		Year ended		ended		Year ended
		October 31, 2002		April 30, 2002		October 31, 2002		April 30, 2002
		$		$		$		$
Pro forma net income			25,410		17,992		25,410		17,992
Computation of pro forma net income per share
Basic:
	Weighted average number of Geac common shares outstanding		78,326		73,130		78,326		73,130
	Add: number of shares issued for Extensity at the exchange ratio of 0.627		—		—		16,032		16,032
	Shares used in computing pro forma basic net income per share		78,326		73,130		94,358		89,162
	Pro forma basic net income per share		0.32		0.25		0.27		0.20
Diluted:
	Weighted average number of Geac common shares outstanding		80,358		75,784		80,358		75,784
	Add: number of shares issued for Extensity at the exchange ratio of 0.627		356		362		16,388		16,394
	Shares used in computing pro forma diluted net income per share		80,714		76,146		96,746		92,178
	Pro forma diluted net income per share		0.31		0.24		0.26		0.20

F–67

ANNEX A

AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

by and among

GEAC COMPUTER CORPORATION LIMITED

GEAC COMPUTERS, INC.

CAGE ACQUISITION INC.

and

EXTENSITY, INC.

dated as of February 4, 2003

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AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

      THIS IS AN AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER made and entered into as of February 4, 2003 by and among GEAC COMPUTER CORPORATION LIMITED, a corporation governed by the Canada Business Corporations Act (“Geac”), GEAC COMPUTERS, INC., a Missouri corporation (“GCI”), CAGE ACQUISITION INC., a Delaware corporation (“Geac Sub”), and EXTENSITY, INC., a Delaware corporation (“Extensity”). It amends and restates in its entirety the Amended and Restated Agreement and Plan of Merger among Geac, Geac Sub and Extensity (the “First Amended Agreement”) dated as of December 20, 2002.

B A C K G R O U N D

      The boards of directors of Geac, GCI, Geac Sub and Extensity have approved the merger of Geac Sub into Extensity upon the terms and subject to the conditions set forth in this Agreement, the Extensity board of directors having determined that the merger is fair to, and in the best interests of, its stockholders. This Agreement and that merger will need to be approved by Extensity’s stockholders before the merger can close. If the merger does close, each outstanding share of Extensity common stock (other than shares whose holders properly demand a statutory appraisal for those shares) will be converted into a fraction of a Geac common share or cash, as provided in this Agreement. Concurrently with the signing of the original Agreement and Plan of Merger, certain directors, officers, stockholders and employees of Extensity signed one or more of the following: (a) a voting agreement regarding their Extensity shares, (b) a lock-up agreement regarding any Geac shares they receive if the merger is completed and (c) an employment letter and related items regarding their employment after the merger.

ACCORDINGLY, THE PARTIES HEREBY AGREE AS FOLLOWS:

ARTICLE I

DEFINED TERMS

      1.1.     Definitions. As used in this Agreement, these terms have these meanings:

      “Action” means a private or government claim, action, suit, arbitration, investigation or proceeding of any nature.

      “Agreement” means this Amended and Restated Agreement and Plan of Merger, including the exhibits and the Extensity Disclosure Statement.

      “Business Day” means any day on which both the NASDAQ National Market and the TSX are open for trading.

      “Canadian GAAP” means Canadian generally accepted accounting principles applied on a consistent basis as of the dates and for the periods involved (except as may be indicated in the notes to any particular financial statement, including the explanations in the notes to the effect that certain of the information presented in the notes is presented in accordance with U.S. GAAP).

      “Canadian Securities Commission” means the securities commission or similar regulatory authority in each of the Provinces of Canada.

      “Canadian Securities Laws” means the multilateral instruments, securities legislation and regulations thereto applicable in each of the Provinces of Canada, together with published rules, blanket rulings, blanket orders and published policy statements of each Canadian Securities Commission in force on August 26, 2002.

      “Cash Election Share” means a share of Extensity Common Stock with respect to which the last election, if any, properly and timely filed in accordance with Subsection 3.1(d), on or before the Merger

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Record Date, specified that that share was to be converted into cash, in the Merger, in accordance with Subsection 3.1(a). “Cash Election Share” also means a share of Extensity Common Stock with respect to which no election was properly and timely filed under Subsection 3.1(d). In no event shall Stock Election Shares or Dissenting Shares be considered “Cash Election Shares”.

      “Cash Price” means the amount, expressed in U.S. dollars, determined in accordance with Subsection 3.1(a).

      “CERCLA” has the meaning specified in Subsection 4.20(a).

      “Certificate of Merger” has the meaning specified in Section 2.2.

      “Closing” has the meaning specified in Section 2.2.

      “Closing Date” has the meaning specified in Section 2.2.

      “COBRA” means the United States Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

      “Code” means the United States Internal Revenue Code of 1986, as amended.

      “Confidentiality Agreement” has the meaning specified in Subsection 6.2(a).

      “Delaware Law” means the Delaware General Corporation Law.

      “Dissenting Shares” has the meaning specified in Section 3.5.

      “Effective Time” has the meaning specified in Section 2.2.

      “End Date” has the meaning specified in Subsection 9.1(g).

      “Environment” has the meaning specified in Subsection 4.20(a).

      “Environmental Law” has the meaning specified in Subsection 4.20(a).

      “Environmental Permit” has the meaning specified in Subsection 4.20(a).

      “ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

      “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations adopted by the SEC under that statute.

      “Exchange Agent” means Computershare Trust Company.

      “Exchange Ratio” means the fraction of a Geac Common Share, expressed as a decimal, determined in accordance with Subsection 3.1(b).

      “Extensity Acquisition Proposal” has the meaning specified in Subsection 6.2(b).

      “Extensity Acquisition Transaction” has the meaning specified in Subsection 6.2(b).

      “Extensity Balance Sheet” means the consolidated balance sheet of Extensity dated as of the Reference Date and included in the SEC Reports.

      “Extensity Common Stock” means the common stock, USD0.001 par value per share, of Extensity.

      “Extensity Contracts” has the meaning specified in Subsection 4.14(b).

      “Extensity Disclosure Statement” has the meaning specified in the preamble to Article IV.

      “Extensity Employee Benefit Plans” has the meaning specified in Subsection 4.19(a).

      “Extensity ERISA Affiliate” has the meaning specified in Subsection 4.19(a).

      “Extensity Excess Transaction Expenses” means the Extensity Transaction Expenses minus USD1.85 million.

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      “Extensity Financial Statements” means the consolidated financial statements (including the related notes) of Extensity included in the SEC Reports.

      “Extensity IP Rights” has the meaning specified in Subsection 4.17(a).

      “Extensity Material Adverse Effect” means any change, event or effect that is or is reasonably likely to become materially adverse to the affairs, business (including, without limitation, a decrease greater than 35% in the customer and revenue “pipeline” of Extensity, on a consolidated basis, as compared to the Extensity pipeline figures initialed by officers of Extensity and Geac when this Agreement was signed), an aggregate increase greater than USD500,000 in the consolidated liabilities of Extensity or an aggregate decrease greater than USD500,000 in the book value of the consolidated assets of Extensity, operations, assets, financial condition or results of operations of Extensity and the Extensity Subs taken as whole. However, none of the following shall constitute an “Extensity Material Adverse Effect” and none of the following shall be taken into account in determining whether an “Extensity Material Adverse Effect” has occurred or is reasonably likely to occur: (a) the consequences of the announcement or pendency of the Merger (including any disruption in partner, customer or similar relationships or any loss of employees if, in any such case, that disruption is caused by the announcement or pendency of the Merger), (b) any adverse change, effect, event, occurrence, state of facts or development attributable to conditions affecting the industry in which Extensity and the Extensity Subs participate or the U.S. economy as a whole, (c) any adverse change in the stock price of Extensity in and of itself, as quoted on the NASDAQ National Market, (d) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to acts of terrorism or war, (e) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to any change in Law, (f) the entry of a competitor in the industry in which Extensity and the Extensity Subs participate, (g) any effect relating to compliance with the terms of, or the taking of any action required by, this Agreement or the taking of any action consented to by Geac, (h) the effect of depreciation of depreciable assets in accordance with U.S. GAAP or (i) any changes (by themselves) in any of the elements used to calculate Extensity WC. The purpose of clause (i) of the preceding sentence is to assure that changes in the elements used to calculate Extensity WC only have the effects reflected in Subsections 3.1(a), (b) and (c), and in Section 3.2. However, if any change, event or effect, not constituting an element used to calculate Extensity WC, nevertheless itself constitutes an Extensity Material Adverse Effect but for that clause (i), then the fact that the change, event or effect also correlates with, is caused by, or causes a change in one or more of the elements used to calculate Extensity WC shall not cause that change, event or effect not to be an Extensity Material Adverse Effect.

      “Extensity Non-U.S. Plans” has the meaning specified in Subsection 4.19(n).

      “Extensity Options” has the meanings specified in Sections 3.2 and 4.6.

      “Extensity Pension Plans” has the meaning specified in Subsection 4.19(a).

      “Extensity Preferred Stock” means a new class of preferred stock of Extensity to be designated by Extensity’s board of directors, as contemplated by Section 2.4.

      “Extensity Purchase Plan” means the 2000 Extensity Employee Stock Purchase Plan.

      “Extensity Real Property” has the meaning specified in Subsection 4.20(b).

      “Extensity Related Party Agreements” has the meaning specified in Subsection 4.14(a).

      “Extensity Stock Plans” has the meaning specified in Section 3.2.

      “Extensity Subs” mean Extensity Europe Limited, a corporation organized under the laws of the United Kingdom, and Extensity (Australia) PTY Limited, a corporation organized under the laws of the Commonwealth of Australia.

      “Extensity Superior Offer” has the meaning specified in Subsection 6.4(c).

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      “Extensity Transaction Expenses” means the following costs and expenses (determined in accordance with U.S. GAAP) incurred by Extensity and the Extensity Subs, on or before the Effective Time, in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement: (a) investment banker fees (including any “success” or similar fee) and reimbursable costs; (b) legal fees and reimbursable costs; (c) printing and mailing expenses and costs; (d) the other costs and expenses associated with the Stockholder Meeting, including the fees and reimbursable costs of any proxy solicitation firm; and (e) accounting fees.

      “Extensity Triggering Event” has the meaning in Subsection 9.1(k).

      “Extensity Welfare Plans” has the meaning specified in Subsection 4.19(a).

      “Extensity WC” means: (a) Extensity’s consolidated accounts receivable, cash (including restricted cash) and cash equivalents and short-term investments, all as determined in accordance with U.S. GAAP as of the Merger Record Date minus (b) Extensity’s consolidated accounts payable and the accrued liabilities included in Extensity’s consolidated current liabilities, all as determined in accordance with U.S. GAAP as of the Merger Record Date minus (c) any Extensity Excess Transaction Expenses.

      For purposes of the preceding sentence:

(i)	any Extensity Transaction Expenses paid in fact, by Extensity, on or before the Merger Record Date shall not reduce cash or cash equivalents;
(ii)	accounts payable and accrued liabilities shall not include any unpaid Extensity Transaction Expenses;
(iii)	Geac and Extensity agree that if the Extensity WC had been determined as of December 31, 2002 it would have been equal to USD$31,297,000 (the “Interim Extensity WC”); and

(iv)  for purposes of determining the amount of any Extensity WC Increment at the Merger Record Date:

(A)  the computation of the amount specified in clause (a) shall exclude the impact of any Excluded Adjustment (as defined below) that would increase the recorded amount of Extensity’s accounts receivable, and

(B)  the computation of the amount specified in clause (b) shall exclude the impact of any Excluded Adjustment that would decrease the recorded amount of Extensity’s accounts payable or accrued liabilities.

      For purposes of clause (iv) above, an “Excluded Adjustment” shall mean a change in estimate (whether such change in estimate is effected by way of reversal or omission of an accrual or other item, or in any other manner), which is made in respect of any period beginning after December 31, 2002 and which relates to assets or liabilities that were taken into account in determining the Interim Extensity WC or that are otherwise reflected on Extensity’s balance sheet at December 31, 2002; provided, however, that changes in estimate that are made in response to transactions or payments actually made or entered into by Extensity, to actions of third parties or to events or changes of circumstances external to Extensity shall not constitute Excluded Adjustments.

      “Extensity WC Decrement” means the amount, if any, by which 97 percent of the Extensity WC Standard exceeds the Extensity WC. For example, if the Closing Date were December 4, 2002 (in which case the Extensity WC Standard would have been USD31,239,000) and the Extensity WC were USD29,500,000, then the Extensity WC Decrement would have been USD801,830.

      “Extensity WC Increment” means the amount, if any, by which the Extensity WC exceeds 103 percent of the Extensity WC Standard. For example, if the Closing Date were December 4, 2002 (in which case the Extensity WC Standard would have been USD31,239,000) and the Extensity WC were USD33,000,000, then the Extensity WC Increment would have been USD823,830.

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      “Extensity WC Standard” means the amount that equals: (a) USD34,019,000 minus (b) a per diem figure for the period beginning and including October 1, 2002 and ending and including the day before the Closing Date. That per diem figure shall be: (c) USD50,000 for each day during the first month of each calendar quarter; (b) USD40,000 for each day during the second month of each calendar quarter and (c) USD10,000 for each day during the third month of each calendar quarter. For example, if the Closing Date were December 4, 2002, the Extensity WC Standard would have been USD31,239,000.

      “Geac Common Share” means a common share of Geac.

      “Geac Disclosure Statement” has the meaning specified in the preamble to Article V.

      “Geac Financial Statements” means the consolidated financial statements (including the related notes) of Geac as of April 30, 2002 and for the fiscal year then ended, accompanied by the audit report of PricewaterhouseCoopers, as previously furnished to Extensity.

      “Geac Material Adverse Effect” means any change, event or effect that is or is reasonably likely to become materially adverse to the affairs, business (including, without limitation, a decrease greater than 35% in the customer and revenue “pipeline” of Geac on a consolidated basis, an aggregate increase greater than USD5 million in the consolidated liabilities of Geac or an aggregate decrease greater than USD60 million in the book value of the consolidated assets of Geac), operations, assets, financial condition or results of operations of Geac and the Geac Subsidiaries taken as whole. However, none of the following shall constitute a “Geac Material Adverse Effect” and none of the following shall be taken into account in determining whether a “Geac Material Adverse Effect” has occurred or is reasonably likely to occur: (a) the consequences of the announcement or pendency of the Merger (including any disruption in partner, customer or similar relationships or any loss of employees if, in any such case, that disruption is caused by the announcement or pendency of the Merger), (b) any adverse change, effect, event, occurrence, state of facts or development attributable to conditions affecting the industry in which Geac and the Geac Subsidiaries participate or the U.S. or Canadian economy as a whole, (c) any adverse change in the stock price of Geac in and of itself, as quoted on the TSX, (d) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to acts of terrorism or war, (e) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to any change in Law, (f) the entry of a competitor in the industry in which Geac and the Geac Subsidiaries participate, (g) any effect relating to compliance with the terms of, or the taking of any action required by, this Agreement or the taking of any action consented to by Extensity or (h) the consequences of any transaction or action (albeit relating to Geac or Geac Subsidiaries, rather than Extensity or Extensity Subs) of the type described in Subsection 4.10(a), (c), (h) or (j), or Subsection 6.1(a) or (b).

      “Geac Sub” means Cage Acquisition Inc., a Delaware corporation.

      “Geac Sub Common Stock” means the common stock, USD0.001 par value per share, of Geac Sub.

      “Geac Sub Preferred Stock” has the meaning specified in Subsection 5.4(b).

      “Geac Subsidiaries” means the Subsidiaries of Geac, including GCI and Geac Sub.

      “Government Entity” means a court, administrative agency, commission, legislature or other governmental or regulatory body, authority or instrumentality of any jurisdiction whatsoever.

      “Hazardous Material” has the meaning specified in Subsection 4.20(a).

      “Higher-Price Extensity Options” means those Extensity Options that have an exercise price per share of Extensity Common Stock greater than USD1.50.

      “HSR” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules adopted by the United States Federal Trade Commission under that statute.

      “Indemnified Party” means each individual who, as of August 26, 2002, was or had been a director or officer of Extensity or any Extensity Sub, and each individual who, as of that date, was serving or had

A-6

served, at the request of Extensity, as a trustee or fiduciary of an employee benefit plan in which employees of Extensity or any Extensity Sub participate or participated.

      “Knowledge” (when used in connection with Extensity or the Extensity Subs) means the knowledge of Sharam Sasson, Bob Spinner, Ken Hahn, David Yarnold, Don Smith, Ben Netick or Louise Abbott.

      “Law” means any applicable law (whether civil, criminal or administrative) including, without limitation, any common law, statute, treaty, regulation, directive, decision, code, order, decree, injunction, resolution or judgment of any Government Entity.

      “Lower-Price Extensity Options” means those Extensity Options that have an exercise price per share of Extensity Common Stock equal to or less than USD1.50.

      “Meeting Record Date” means the close of business on the record date for the Stockholder Meeting.

      “Merger” means the merger of Geac Sub into Extensity.

      “Merger Record Date” means the close of business on the day before the Closing Date.

      “Ontario Securities Laws” means the multilateral instruments, the securities legislation and the regulations thereto applicable in Ontario, and the published rules, blanket decisions, orders and published policy statements of the Ontario Securities Commission in force August 26, 2002.

      “Original Agreement” means the Agreement and Plan of Merger among Geac, Geac Sub and Extensity dated as of August 26, 2002.

      “Party” means any of Geac, GCI, Geac Sub and Extensity, and “Parties” means Geac, GCI, Geac Sub and Extensity collectively.

      “Person” means any individual or entity of any kind.

      “Proxy Statement/ Prospectus” has the meaning specified in Section 4.23.

      “Reference Date” means December 31, 2001.

      “Registration Statement” has the meaning specified in Section 4.23.

      “SEC” means the United States Securities and Exchange Commission.

      “SEC Reports” has the meaning specified in Section 4.7.

      “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations adopted by the SEC under that statute.

      “Software” means any and all: (a) computer programs and applications, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow-charts and other work product used to design, plan, organize or develop any of the foregoing and (d) all documentation, including user manuals and training materials, relating to any of the foregoing.

      “Stock Election Share” means a share of Extensity Common Stock with respect to which the last election, if any, properly and timely filed in accordance with Subsection 3.1(d), on or before the Merger Record Date, specified that that share was to be converted into a fraction of a Geac Common Share, in the Merger, in accordance with Subsection 3.1(b). In no event shall Dissenting Shares be considered “Stock Election Shares”.

      “Stockholder Meeting” means the special meeting of Extensity’s stockholders held to approve this Agreement and the Merger, including any adjournments or postponements of that meeting.

      “Strategic Alliance Agreement” means the Software Reseller Agreement dated as of May 31, 2002 between Extensity and a Geac Subsidiary.

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      “Subsidiary” as used with respect to any Person means any entity of which: (a) at least a majority of the outstanding securities or other interests having, by their terms, the ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to that entity is directly or indirectly owned or controlled by such Person (through ownership of securities, by contract otherwise) or (b) that Person or any Subsidiary of that Person is a general partner of a partnership or a manager of a limited liability company.

      “Surviving Corporation” has the meaning specified in Section 2.1.

      “Tax” or “Taxes” means: (a) any and all United States federal, state or local, or non-United States taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes including, without limitation, taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, capital stock, withholding, payroll, recapture, employment, excise, unemployment insurance, social security, business license, occupation, business organization, stamp, environmental and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and (b) any and all obligations imposed by Law with respect to any such amounts and including any liability for taxes of a predecessor entity and under United States Treasury Regulations Section 1.1502-6 and other similar provisions.

      “Tax Return” means any United States federal, state or local, or non-United States, return, schedule, estimate, information statement or report relating to Taxes.

      “TSX” means the Toronto Stock Exchange.

      “U.S. GAAP” means United States generally accepted accounting principles applied on a consistent basis as of the dates and for the periods involved (except as may be indicated in the notes to any particular financial statement).

      1.2. Construction. The terms defined in Section 1.1 have the correlative meanings when used in the singular and the plural as the context requires or implies. References in this Agreement to articles, sections, subsections and schedules are to articles, sections, subsections and schedules of this Agreement unless specifically stated otherwise. Each Party has been represented by counsel in the preparation, negotiation, and execution of this Agreement and therefore waives any rule of construction that would construe any ambiguities in the Agreement against a Party whose counsel drafted the ambiguous language.

ARTICLE II

THE MERGER

      2.1.     The Merger. At the Effective Time, subject to and upon the terms and conditions of this Agreement and the Delaware Law: (a) Geac Sub shall be merged with and into Extensity, (b) the separate corporate existence of Geac Sub shall cease and (c) Extensity shall be the surviving corporation. Extensity, as the surviving corporation after the Merger, is sometimes referred to in this Agreement as the “Surviving Corporation”.

      2.2.     Closing and Effective Time. The closing of the Merger (the “Closing”) shall take place at the opening of business local time on a date to be specified by the Parties (the “Closing Date”), which shall be no later than the third Business Day after satisfaction or waiver of the conditions sets forth in Article VII and VIII, unless the Parties agree to another time or date. The Closing shall take place at the offices of Heller Ehrman White & McAuliffe LLP in San Francisco, California, or at such other location as the Parties agree. At the Closing, the Parties shall cause the Merger to be completed by filing a Certificate of Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware that appropriately reflects this Agreement and is otherwise in accordance with the Delaware Law. (The time of that filing, or such later time as may be agreed in writing by the Parties and specified in the Certificate of Merger, is referred to in this Agreement as the “Effective Time”.)

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      2.3.     Effects of the Merger. The effects of the Merger shall be as provided in this Agreement, the Certificate of Merger and the Delaware Law. Without limiting the foregoing, at the Effective Time all the property, rights, privileges, powers and franchises of Extensity and Geac Sub shall remain or vest in Extensity as the Surviving Corporation, and all the debts, liabilities and duties of Extensity and Geac Sub shall remain or become the debts, liabilities and duties of Extensity as the Surviving Corporation.

      2.4.     Certificate of Incorporation and Bylaws. Before the Effective Time, in accordance with the authority granted to the board of directors of Extensity in Extensity’s current Certificate of Incorporation, the board of directors of Extensity shall adopt resolutions and file a Certificate of Designation with the Secretary of State of the State of Delaware specifying the rights, preferences and privileges for 30,000 shares of Extensity Preferred Stock. Those rights, preferences and privileges shall be the same as the rights, preferences and privileges of the Geac Sub Preferred Stock. From and after the Effective Time, the Certificate of Incorporation of Extensity, as in effect immediately before the Effective Time including as required by the previous sentence, shall be the Certificate of Incorporation of the Surviving Corporation. From and after the Effective Time the bylaws of Extensity, as in effect immediately before the Effective Time, shall be the bylaws of the Surviving Corporation.

      2.5.     Directors and Officers. At the Effective Time, all the directors and officers of Extensity and the Extensity Subs shall resign. The directors of Geac Sub immediately before the Effective Time shall serve after the Effective Time as the directors of the Surviving Corporation, until their successors are duly elected or appointed. The persons identified on Exhibit A shall remain or be appointed to the officerships of the Surviving Corporation shown on that exhibit promptly after the Effective Time.

ARTICLE III

CONVERSION OF SHARES

      3.1.     Conversion. At the Effective Time, without any action on the part of any holder of Extensity Common Stock:

      (a) Each Cash Election Share shall be converted into the right to receive the Cash Price. That Cash Price shall equal:

USD46,168,889 plus any Extensity WC Increment minus any Extensity WC Decrement

26,382,222

      (b) Each Stock Election Share shall be converted into a right to receive a fraction of a Geac Common Share (the “Exchange Ratio”) equal to: (i) the Cash Price divided by (ii) USD2.79. However, if there is an Extensity WC Increment and the resulting arithmetic would cause the sum of the total number of Geac Common Shares issuable in the Merger plus the total number of Geac Common Shares issuable under options to be granted by Geac under Subsection 3.2(b) to exceed 17,650,000 shares, then the Exchange Ratio shall be reduced by the amount necessary to assure that such sum equals 17,650,000 shares.

      (c) The Chief Financial Officer of Extensity shall deliver a certificate to Geac at the Closing certifying as to the Extensity WC as of the Merger Record Date and the Extensity Transaction Expenses. The determination of the Extensity WC reflected in such certificate shall be made in a manner consistent with that in which the Interim Extensity WC was determined by Geac and Extensity. Geac shall be given a reasonable opportunity to ask questions and otherwise reasonably satisfy itself regarding the contents of that certificate.

      (d) An election form, reasonably satisfactory to both Extensity and Geac, shall be mailed to the holders of shares of Extensity Common Stock as of the Meeting Record Date with the Proxy Statement/ Prospectus. In addition, any holder of an Extensity Option or holder of a right to purchase shares of Extensity Common Stock under the Extensity Purchase Plan, who exercises that option or right after the Meeting Record Date but before the Merger Record Date, shall be furnished an

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election form with respect to the shares of Extensity Common Stock acquired in that exercise or purchase. The purpose of the election form will be to enable all holders of Extensity Common Stock to elect whether their shares should be Cash Election Shares or Stock Election Shares. They shall be permitted to make different elections with respect to different shares. The election form shall also address procedures for revoking or changing elections. An election shall be deemed effective only if it is properly completed, signed and timely received by the Exchange Agent, accompanied by the certificate or certificates for all the shares to which the election relates or a customary affidavit and indemnity regarding the loss or destruction of such certificates or a customary guaranty of delivery for such certificates. The election (with the related items) must be received at the address specified by the Exchange Agent on or before the Merger Record Date. Subject to the terms of this Agreement and the election form, the Exchange Agent shall have discretion to determine whether an election has been properly and timely made and to disregard what it considers immaterial defects, including in the items submitted with the election form. Any decision by the Exchange Agent regarding elections (including the related items) made in good faith shall be binding and conclusive on all the Extensity stockholders. Neither the Exchange Agent nor any Party shall be obligated to notify any Person regarding any defect in any election including the related items.

      (e) As of the Effective Time, each holder of a certificate or certificates which, immediately before the Effective Time, represented outstanding shares of Extensity Common Stock shall cease to have any rights with respect to those shares, except the right (after complying with the requirements to surrender stock certificates representing those shares or furnishing an acceptable affidavit and indemnification for destroyed or lost stock certificates) to receive: (i) a certificate representing the number of whole Geac Common Shares, if any, into which those shares of Extensity Common Stock were converted in the Merger and (ii) a check in the amount of the cash, if any, but without interest, into which those shares of Extensity Common Stock were converted in the Merger.

      (f) At the Effective Time: (i) the sole share of Geac Sub Common Stock held by Geac immediately before the Effective Time shall be converted into one share of Extensity Common Stock and (ii) each share of Geac Sub Preferred Stock outstanding immediately before the Effective Time shall be converted into one share of Extensity Preferred Stock. In addition, promptly after the relevant figures are known following the Effective Time: (iii) in consideration for Geac’s issuing Geac Common Shares under this Article III and in consideration for Geac’s payment of any cash under Section 3.6, Extensity shall issue to Geac a number of shares of Extensity Common Stock determined, pursuant to clause (vi) below, by reference to the sum of the fair market value, at the Effective Time, of the Geac Common Shares issued in the Merger upon the conversion of the Stock Election Shares and the amount of that cash; and (iv) in consideration for GCI’s payment of any cash under Section 3.6, Extensity shall issue to GCI a number of shares of Extensity Common Stock determined, pursuant to clause (vii) below, by reference to the amount of that cash. Geac and GCI hereby subscribe for those shares of Extensity Common Stock. For purposes of this paragraph: (v) the total number of shares of Extensity Common Stock to be issued under clauses (iii) and (iv) above shall equal ten million; (vi) the number of such shares issued to Geac shall equal the product obtained by multiplying ten million by a fraction, the numerator of which is the sum of (A) the fair market value of the Geac Common Shares issued in the Merger upon conversion of Stock Election Shares plus (B) the amount of any cash paid by Geac under Section 3.6, and the denominator of which is the sum of (C) that numerator plus (D) the amount of any cash paid by GCI under Section 3.6; and (vii) the number of such shares issued to GCI shall equal ten million minus the number of such shares issued to Geac. The fair market value of the Geac Common Shares, for purposes of this Subsection 3.1(f), shall be determined as provided in the last sentence of Subsection 3.1(g).

      (g) Notwithstanding any other provision in this Agreement, no fraction of a Geac Common Share will be issued in the Merger. Instead, each holder of shares of Extensity Common Stock who would otherwise be entitled to a fraction of a Geac Common Share (after aggregating all the fractional Geac Common Shares to which that holder would otherwise be entitled) shall receive an

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amount of cash (rounded to the nearest whole cent) equal to the product of that fraction multiplied by the amount, expressed in U.S. dollars, equal to the closing price per Geac Common Share, as quoted on the TSX on the last trading day preceding the Closing Date, converted from Canadian dollars based on the exchange rate for that day as quoted in The Wall Street Journal published after that day.

      3.2.     Extensity Options

      (a) Section 4.6 and related Schedule 4.6 of the Extensity Disclosure Statement set forth information regarding the options, granted by Extensity and outstanding as of August 26, 2002, to purchase shares of Extensity Common Stock (the “Extensity Options”). The Extensity Options shall be treated as provided in Subsections 3.2(b) and (c).

      (b) At the Effective Time, subject to the next sentence, each Lower-Price Extensity Option, whether or not exercisable at the Effective Time, shall be assumed by Geac, subject to the rules of the TSX, in such a manner that it shall vest (without acceleration due to the Merger) and otherwise be exercisable upon the same terms and conditions as under the Extensity Stock Plan and the option agreement under which it was granted. However, after the Merger: (a) rather than be exercisable for shares of Extensity Common Stock, each Lower-Price Extensity Option shall be exercisable for a number of Geac Common Shares (rounded down to the nearest whole share) equal to the product of the Exchange Ratio multiplied by the number of shares of Extensity Common Stock subject to the Lower-Price Extensity Option and (b) the option price per Geac Common Share shall equal the option price per share of Extensity Common Stock subject to the Lower-Price Extensity Option in effect immediately before the Effective Time divided by the Exchange Ratio.

      (c) No later than 10 days after Extensity mails the Proxy Statement/ Prospectus to its stockholders, Extensity shall deliver a notice that is reasonably satisfactory to Geac to each holder of each Higher-Price Extensity Option. As is permitted by Extensity’s 1996 Stock Option Plan and amended 2000 Nonstatutory Stock Option Plan (together the “Extensity Stock Plans”), that notice shall explain that, effective at the Effective Time, if the Merger closes, subject to the other provisions of the Extensity Stock Plans including those that address the impact of terminations of employment on stock options: (i) each Higher-Price Extensity Option shall become fully vested and, if and to the extent it is unexercised before the Merger Record Date, shall terminate just before the Effective Time. Subject to the provisions of the Extensity Stock Plan governing each Higher-Price Extensity Option, each such notice shall permit the holder of the Higher-Price Extensity Option to exercise that option contingent on the Closing.

      3.3.     Extensity Purchase Plan. As permitted by, and in accordance with, the Extensity Purchase Plan, Extensity shall set and notice a new exercise date, under that plan, that precedes the Merger Record Date. Each participant in the Extensity Purchase Plan will thus be given an opportunity to withdraw from that plan and be paid that participant’s accumulated withholdings under the plan, without interest (in accordance with the plan), or, failing withdrawal, have those accumulations applied to the purchase of shares of Extensity Common Stock under the plan at a purchase price determined with reference to the beginning of the plan purchase period during which the Merger Record Date occurs and the accelerated exercise date for that purchase in accordance with the plan.

      3.4.     Distributions. If Geac declares a stock dividend, stock split or other similar change or adjustment in the Geac Common Shares and the record date for that change or adjustment precedes the Effective Time, the Exchange Ratio shall be adjusted proportionately to reflect that change or adjustment. No dividend or other distribution declared with respect to Geac Common Shares having a record date after the Effective Time will be paid to a holder of an unsurrendered Extensity stock certificate until such holder surrenders the Extensity stock certificate (or provides a satisfactory affidavit and indemnity if the certificate was destroyed or lost). After the surrender of the Extensity stock certificate or other documentation, Geac shall pay that holder the amount of any dividends or other distributions, without interest, declared with a record date after the Merger Record Date. Neither the Exchange Agent nor any Party shall be liable to any holder of shares of Extensity Common Stock for Geac Common Shares or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

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      3.5.     Appraisal Rights. Shares of Extensity Common Stock outstanding immediately before the Effective Time whose holder properly demands an appraisal for those shares under the Delaware Law or (to the extent applicable) Chapter 13 of the California General Corporation Law (“Dissenting Shares”) shall not be converted into the right to receive Geac Common Shares or cash in accordance with Section 3.1, unless and until that holder fails to perfect or effectively withdraws or otherwise loses that right to appraisal. If, after the Effective Time, such holder fails to perfect or effectively withdraws or loses the right to appraisal, each such share of Extensity Common Stock shall be treated as if it had been converted, as of the Effective Time, into a right to receive, without any interest, cash or Geac Common Shares, in the sole discretion of Geac but otherwise in accordance with one of Subsections 3.1(a) and (b), plus cash in lieu of any aggregated fractional share in accordance with Subsection 3.1(g), together with any dividends or other distributions to which that holder may be entitled under Section 3.4. Extensity shall give Geac prompt notice of any demands received by Extensity for appraisal of any shares of Extensity Common Stock, and Geac shall have the right to participate in all negotiations and proceedings with respect to any such demands. Extensity shall not, without the prior written consent of Geac, make any payment with respect to, or settle or offer to settle, any such demands. Any amounts paid to a holder pursuant to a right of appraisal shall be paid by Extensity.

      3.6.     Cash. Geac and GCI shall pay or cause to be paid the cash payable under Subsection 3.1(a) upon the conversion of Cash Election Shares and under Subsection 3.1(g) upon the conversion of Stock Election Shares. The required cash shall be delivered to the Exchange Agent for disbursement by the Exchange Agent to the holders of Extensity Common Stock entitled thereto in accordance with their respective elections.

      3.7.     Tax Consequences. For United States federal income tax purposes, the Parties intend that the Merger be a taxable “qualified stock purchase” as defined in Section 338 of the Code.

      3.8.     Withholding. The Party or Parties shall be entitled to deduct and withhold, from the consideration otherwise paid by it or them to the Exchange Agent for the account of holders of shares of Extensity Common Stock, such amounts as may be required to be deducted and withheld under the Code and any other applicable Tax Laws. If any withholding obligation may be avoided by the holder providing information to that Party or those Parties, then that Party or those Parties shall request that information before withholding. To the extent amounts are so withheld and paid to an appropriate taxing authority, that Party or those Parties shall be treated as though it or they had withheld, from the type of consideration from which withholding was required, an appropriate amount otherwise payable under this Agreement. If withholding is required from Geac Common Shares, Geac shall be treated as having sold those shares on behalf of their holder for an amount, in cash, equal to the fair market value of such consideration at the time of the deemed sale and paid the cash proceeds to the taxing authority.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EXTENSITY

      Extensity hereby makes to Geac, GCI and Geac Sub the representations and warranties contained in this Article IV as of August 26, 2002 (except to the extent such representations and warranties speak specifically as of an earlier date or the date of this Agreement), in each case subject to the exceptions set forth in the disclosure statement dated as of August 26, 2002 delivered by Extensity contemporaneously with the execution of the Original Agreement (the “Extensity Disclosure Statement”). Without limiting the foregoing, Extensity shall not be deemed to be making any of those representations and warranties as of the date of this Agreement. The Extensity Disclosure Statement is arranged in schedules corresponding to the numbered and lettered sections of this Article IV. The disclosure in any such schedule of the Extensity Disclosure Statement qualifies only the corresponding section of this Article IV.

      4.1.     Organization, Etc.

      (a) Extensity and each Extensity Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and

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authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Extensity and each Extensity Sub is duly qualified as a foreign Person to conduct business, and is in good standing, in each jurisdiction in which the character of the properties it owns, leases or operates, or the nature of its activities, makes such qualification necessary, except where the failure to so qualify would not have an Extensity Material Adverse Effect.

      (b) Neither Extensity nor any Extensity Sub is or has been in violation of any provision of its Certificate of Incorporation, bylaws or other charter document. Schedule 4.1(b) set forth: (i) the jurisdiction in which Extensity and each Extensity Sub are organized, (ii) each jurisdiction in which Extensity or an Extensity Sub is qualified to conduct business as a foreign Person and (iii) the names of the directors and officers of Extensity and each Extensity Sub as of August 26, 2002. Extensity has furnished to Geac accurate and complete copies of the Certificate of Incorporation, bylaws and any other charter documents, as in effect as of August 26, 2002, of Extensity and each Extensity Sub.

      4.2.     Authority. Extensity has all requisite corporate power and authority to execute and deliver this Agreement and, assuming the approval of the Merger by a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law, to complete the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement and the completion of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the board of directors of Extensity, and no other corporate proceedings on the part of Extensity are necessary to authorize this Agreement or to complete the Merger and the other transactions contemplated hereby (other than, with respect to the Merger, the approval of the Merger by holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law). This Agreement has been duly and validly executed and delivered by Extensity and, assuming due authorization, execution and delivery by Geac, GCI and Geac Sub, constitutes the valid and binding agreement of Extensity, enforceable against Extensity in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

      4.3.     No Violations, Etc. No filing with or notification to, and no permit, authorization, consent or approval of any Government Entity is necessary on the part of Extensity, at or before the Effective Time, for the completion by Extensity of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity’s or any Extensity Sub’s businesses as presently being conducted after the Merger, except (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Exchange Act and U.S. state securities laws and (iii) any filings and observance of one or more waiting periods required under HSR. None of the execution and delivery of this Agreement, the completion of the Merger or any of the other transactions contemplated hereby, or compliance with the provisions hereof, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity’s and each Extensity Sub’s businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law) will: (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or bylaws of Extensity or of any charter document of any Extensity Sub, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity or any Extensity Sub, or by which any of its properties or assets may be bound or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or made in connection with the completion of the Merger and the other transactions contemplated by this

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Agreement under any of Extensity’s or any Extensity Sub’s notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations.

      4.4.     Board Recommendation. The board of directors of Extensity has unanimously: (i) approved and adopted the Merger and this Agreement, (ii) determined that the Merger and this Agreement are fair to and in the best interests of the stockholders of Extensity and (iii) resolved to recommend approval of the Merger and this Agreement to the stockholders of Extensity.

      4.5.     Fairness Opinion. The Board of Directors of Extensity has received an opinion of Broadview International LLC, dated as of August 23, 2002, to the effect that, as of that date, the consideration to be received by Extensity’s stockholders in the Merger is fair to them from a financial point of view.

      4.6.     Capitalization

      (a) The authorized capital stock of Extensity consists of 75,000,000 shares of Extensity Common Stock. As of August 26, 2002, there were 25,195,813 shares of Extensity Common Stock outstanding. All the outstanding shares of Extensity Common Stock were validly issued, fully paid and are nonassessable.

      (b) Except as described on Schedule 4.6, there are no warrants, options, convertible securities, calls, rights, stock appreciation rights, preemptive rights, rights of first refusal, or agreements or commitments of any nature obligating Extensity to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests of Extensity, or obligating Extensity to grant, issue, extend, accelerate the vesting of, or enter into, any such warrant, option, convertible security, call, right, stock appreciation right, preemptive right, right of first refusal, agreement or commitment relating to any such stock or equity interests. For example, all warrants to purchase Extensity stock have either been exercised in full or have been terminated with the written consent of the warrant holder. There are no voting trusts, proxies or other agreements or understandings with respect to any capital stock of Extensity, other than the voting agreements referred to in the preamble to this Agreement, to which Extensity is a party. To the knowledge of Extensity, there are no voting trusts, proxies or other agreements or understandings with respect to any capital stock of Extensity, other than the voting agreements referred to in the preamble to this Agreement, to which Extensity is not a party.

      (c) True and complete copies of each Extensity Stock Plan and the forms of all agreements and instruments relating to or issued under each have been furnished to Geac. Those agreements, instruments and forms have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement any such agreements, instruments or forms.

      (d) Schedule 4.6 of the Extensity Disclosure Statement sets forth the following information with respect to each Extensity Option: (i) the holder of the option, (ii) total number of shares issuable thereunder, (iii) the type of option (incentive stock option or nonstatutory stock option), (iv) the grant date, (v) the expiration date, (vi) the exercise price, (vii) the vesting schedule and (viii) the Extensity Stock Plan under which the option was granted. Each Extensity Option was granted under and in accordance with the Extensity Stock Plan indicated on that schedule. The Extensity Stock Plan and option agreement under which each Extensity Option was granted permit the treatment of that option in the manner contemplated by Section 3.2.

      4.7.     SEC Filings. Extensity has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC (collectively, all such forms, reports, registration statements and documents are referred to in this Agreement as the “SEC Reports”). All the SEC Reports complied as to form, when filed, in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Accurate and complete copies of the SEC Reports have been made available to Geac. As of their respective dates, none of the SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein), at the time they were filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Extensity, no director, officer or stockholder of Extensity has failed to comply with any filing requirements under Section 13 or Section 16(a) of the Exchange Act.

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      4.8.     Financial Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (the “Extensity Financial Statements”): (a) was prepared in accordance with U.S. GAAP and (b) fairly presented in all material respects the consolidated financial position of Extensity and the Extensity Subs as of the respective dates thereof and the consolidated results of their operations, cash flows and changes in stockholders’ equity for the periods indicated, consistent with the books and records of Extensity and the Extensity Subs, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount.

      4.9.     Absence of Undisclosed Liabilities. Neither Extensity nor any Extensity Sub has any liabilities (absolute, accrued, contingent or otherwise, whether due or to become due) other than: (i) liabilities reflected or reserved against on the Extensity Balance Sheet and the related notes, (ii) normal or recurring liabilities incurred since the Reference Date in the ordinary course of business consistent with past practice which, individually and in the aggregate, are not and would not be reasonably likely to have an Extensity Material Adverse Effect and (iii) liabilities under this Agreement. However, this Section 4.9 shall not be considered to have been breached if the sum of all the liabilities that would constitute such a breach, but for this sentence, does not exceed USD300,000.

      4.10.     Absence of Changes or Events. Except as contemplated by this Agreement, since the Reference Date Extensity and the Extensity Subs have conducted their businesses only in the ordinary course and in a manner consistent with past practices. Since the Reference Date, no Extensity Material Adverse Effect has occurred and, in addition, neither Extensity nor any Extensity Sub has not, directly or indirectly:

      (a) purchased, otherwise acquired, or agreed to purchase or otherwise acquire, any shares of capital stock or any indebtedness of Extensity or any Extensity Sub, or declared, set aside or paid any dividend or otherwise made a distribution (whether in cash, stock, debt or property or any combination thereof) in respect of their capital stock (other than dividends or other distributions payable solely to Extensity);

      (b) authorized for issuance, issued, sold, delivered, granted or issued any options, warrants, calls, subscriptions or other rights for, or otherwise agreed or committed to issue, sell or deliver any shares of any class of capital stock of Extensity or any Extensity Sub or any securities convertible into or exchangeable or exercisable for shares of any class of capital stock of Extensity or any Extensity Sub, other than pursuant to and in accordance with the Extensity Stock Plans and the Extensity Purchase Plan;

      (c) (i) created or incurred any indebtedness for borrowed money exceeding USD100,000 in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise as an accommodation became responsible for the obligations of any other Person, (iii) made any loans or advances to any other Person exceeding USD100,000 in the aggregate or (iv) entered into any oral or written agreement, commitment or transaction or incurred any liability involving, in any one case, in excess of USD100,000;

      (d) instituted any change in accounting methods, principles or practices other than as required by U.S. GAAP or the rules and regulations adopted by the SEC and disclosed in the notes to the Extensity Financial Statements;

      (e) revalued any asset including, without limitation, written down or off any notes or accounts receivable in excess of amounts previously reserved as reflected in the Extensity Balance Sheet;

      (f) suffered any damage, destruction or loss, whether covered by insurance or not, except for such as would not, individually or in the aggregate, exceed USD100,000;

      (g) (i) increased in any manner the compensation of any of its directors, officers or, other than in the ordinary course of business and consistent with past practice, non-officer employees, (ii) granted any severance or termination pay or contingent entitlement to any such pay to any Person, (iii) entered into any oral or written employment, consulting, indemnification or severance agreement with any Person, (iv) other than as required by Law, adopted, became obligated under, or amended any employee benefit plan, program or arrangement or (v) repriced any Extensity Options;

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      (h) sold, transferred, leased, licensed, pledged, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, license, pledge, mortgage, encumber or otherwise dispose of, any material properties (including intangibles, real, personal or mixed), it being understood that this Subsection 4.10(h) does not extend to the licensing of software to customers in the ordinary course of business;

      (i) amended its Certificate of Incorporation, bylaws or any other charter document, or effected or become a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

      (j) made any capital expenditure in any calendar month which, when added to all other capital expenditures made by or on behalf of Extensity or any Extensity Sub in such calendar month, resulted in such capital expenditures exceeding USD100,000 in the aggregate;

      (k) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities (including accounts payable) in the ordinary course of business and consistent with past practice, or collected, or accelerated the collection of, any amounts owed (including accounts receivable) other than their collection in the ordinary course of business;

      (l) waived, released, assigned, settled or compromised any material claim or litigation, or commenced an Action other than for the routine collection of bills;

      (m) entered into any contract or agreement requiring or contemplating the payment or receipt, whether in cash or otherwise, of more than USD100,000 or its equivalent, or amended any Extensity Contract or

      (n) agreed or proposed to do any of the things described in the preceding clauses (a) through (m) other than as expressly contemplated or provided for in this Agreement.

      4.11.     Capital Stock of Subsidiaries. Extensity is the record and beneficial owner of all the outstanding shares of capital stock of the Extensity Subs. All such shares have been duly authorized and are validly issued, fully paid and free of preemptive rights with respect thereto, and are owned by Extensity free and clear of any claim, lien or encumbrance of any kind whatsoever. There are no proxies or voting agreements with respect to any such shares, and there are not any existing options, warrants, calls, subscriptions or other rights, agreements or commitments obligating Extensity or any Extensity Sub to issue, transfer or sell any shares of capital stock of any Extensity Sub or any other securities convertible into, exercisable for, or evidencing the right to subscribe for any such shares. The Extensity Subs are and always have been Extensity’s only Subsidiaries. Extensity does not own, and never has owned, whether directly or indirectly, whether of record or beneficially, any equity interest in any Person other than the Extensity Subs.

      4.12.     Litigation. There is no Action pending or, to the knowledge of Extensity or any Extensity Sub, overtly threatened against Extensity or any Extensity Sub, or any of their respective officers or directors (in their capacities as such), or involving any of Extensity’s or any Extensity Sub’s assets. There is no Action pending or, to the knowledge of Extensity or any Extensity Sub, overtly threatened, which in any manner challenges, seeks to or is reasonably likely to prevent, enjoin, alter or delay the Merger or any other transaction contemplated by this Agreement, or which seeks any monetary relief with respect to the Merger or any other transaction contemplated by this Agreement. There is no outstanding judgment, order, writ, injunction, determination or decree of any Government Entity to which Extensity or any Extensity Sub is or was a party or by which Extensity, any Extensity Sub or any of their assets is bound.

      4.13.     Insurance. Schedule 4.13 of the Extensity Disclosure Statement lists all insurance policies (including, without limitation, workers’ compensation insurance policies) covering any business, properties, assets or operations of Extensity or any Extensity Sub, and all claims in excess of USD100,000 made against or under any such policies with respect to Extensity or any Extensity Sub. Neither Extensity nor any Extensity Sub has received any written notice of, or has knowledge of any overt threat regarding, the cancellation or possible cancellation of any of such policy.

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      4.14.     Contracts and Commitments

      (a) Schedule 4.14(a) of the Extensity Disclosure Statement contains a complete and accurate list of all agreements, understanding and arrangements, whether written, oral or established through common practice, between Extensity or any Extensity Sub (on one hand) and any other Person (on the other) that directly or indirectly beneficially owns, or is controlled by or under common control with any Person that beneficially owns, more than five percent of the outstanding Extensity Common Stock (the “Extensity Related Party Agreements”). True and correct copies of all Extensity Related Party Agreements have been furnished to Geac.

      (b) Except as filed (including by incorporation by reference to earlier-filed documents) as an exhibit to the SEC Reports or as identified on Schedule 4.14(b) to the Extensity Disclosure Statement (collectively the “Extensity Contracts”, it being understood that the failure to identify an agreement or other commitment or arrangement on that schedule that is required to be identified on that schedule shall not cause that item not to be an “Extensity Contract”), neither Extensity nor any Extensity Sub is a party to or bound by any oral or written contract, obligation or commitment of any type in any of the following categories:

      (i) agreements with any employees or consultants of Extensity or Extensity Sub respecting their employment, consulting, salary, wages, bonuses, incentive compensation, severance or retention pay, or other compensation, except for those employees or consultants whose annual rate of compensation, including potential bonuses and incentive compensation, is less than USD100,000;

      (ii) agreements or plans under which benefits will be increased or accelerated by the occurrence of any of the transactions contemplated by this Agreement or under which the value of the benefits will be calculated on the basis of any of the transactions contemplated by such agreements;

      (iii) agreements, contracts or commitments in force as of August 26, 2002 relating to the disposition or acquisition of assets other than in the ordinary course of business, or relating to an ownership interest in any Person;

      (iv) agreements, contracts or commitments for the purchase or licensing of goods, Software, supplies or equipment: (A) which are with sole or single source suppliers or (B) for a cost, for any one such agreement, contract or commitment, in excess of USD100,000;

      (v) guarantees or other agreements, contracts or commitments under which Extensity or Extensity Sub is absolutely or contingently liable for (A) the performance of any other Person (other than Extensity or an Extensity Sub) or (B) the whole or any part of the indebtedness or payment obligations of any other Person (other than Extensity or the Extensity Subs);

      (vi) powers of attorney authorizing the incurrence of a material obligation on the part of Extensity or any Extensity Sub;

      (vii) agreements, contracts or commitments which limit or restrict (A) where Extensity or any Extensity Sub may conduct business, (B) the type or lines of business (current or future) in which Extensity or any Extensity Sub may engage or (C) any acquisition of assets or stock (tangible or intangible) by Extensity or any Extensity Sub;

      (viii) agreements, contracts or commitments containing any agreement with respect to a change of control of Extensity or any Extensity Sub;

      (ix) agreements, contracts or commitments for the borrowing or lending of money, or the availability of credit;

      (x) any hedging, option, derivative or other similar transaction and any foreign exchange position or contract for the exchange of currency or

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      (xi) any joint marketing or joint development agreement, or any license or distribution agreement relating to any Extensity product or planned product, other than software licenses granted to customers in the ordinary course of business.

      (c) Neither Extensity or any Extensity Sub nor, to Extensity’s and the Extensity Subs’ knowledge, any other party to any Extensity Contract, has materially breached, violated or defaulted under, or received written notice that it has breached, violated or defaulted under any Extensity Contract. Nor is there any condition respecting Extensity or any Extensity Sub or, to the knowledge of Extensity and the Extensity Subs, any condition respecting any other party to any Extensity Contract, which, in any such case, with the passage of time or the giving of notice or both, could reasonably be expected to cause a material breach, violation or default under any Extensity Contract.

      (d) Each Extensity Contract is a valid, binding and enforceable obligation of Extensity or an Extensity Sub and, to Extensity’s and the Extensity Subs’ knowledge, of the other party or parties thereto, in accordance with its terms, except to the extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights or by general principles of equity.

      (e) An accurate and complete copy of each Extensity Contract has been made available to Geac.

      4.15.     Labor Matters; Employment and Labor Contracts

      (a) Neither Extensity or Extensity Sub is a party to any union contract or other collective bargaining agreement nor, to the knowledge of Extensity and the Extensity Subs, are there any activities or proceedings of any labor union to organize any of its employees. Extensity and each Extensity Sub is in compliance with all applicable: (i) Laws respecting employment and employment practices, (ii) terms and conditions of employment and (iii) occupational health and safety requirements, except (with respect to clauses (i), (ii) and (iii)) for those failures to comply which, individually or in the aggregate, would not have an Extensity Material Adverse Effect.

      (b) There is no labor strike, slowdown or stoppage pending (or, to the knowledge of Extensity and the Extensity Subs, any labor strike, slowdown or stoppage overtly threatened) against Extensity or any Extensity Sub. No petition for certification or similar procedure has been filed and is pending before the National Labor Relations Board or any non-U.S. Government Entity with respect to any employees of Extensity or any Extensity Sub. Neither Extensity nor any Extensity Sub has any obligations under COBRA with respect to any former employees or qualifying beneficiaries thereunder, except for obligations that would not have, individually or in the aggregate, an Extensity Material Adverse Effect. There are no controversies pending or, to the knowledge of Extensity and the Extensity Subs, overtly threatened, between Extensity or any Extensity Sub and any of their respective present or past employees.

      4.16.     Compliance with Laws. Neither Extensity nor any Extensity Sub has violated or failed to comply, in any material respect, with any Law. Extensity and the Extensity Subs have all material permits, licenses and franchises from all Government Entities required to conduct their businesses as now being conducted. Schedule 4.16 lists all such permits, licenses and franchises.

      4.17.     Intellectual Property Rights

      (a) Extensity and the Extensity Subs own or have the right to use all patents, copyrights, Software, trademarks, tradenames, service marks, service names, trade secrets, and intellectual and industrial property used to conduct their respective businesses. (Such intellectual property and the rights thereto are collectively referred to as the “Extensity IP Rights”.) No royalties or other payments are payable by Extensity or any Extensity Sub to any Person with respect to any products presently sold or licensed to customers by Extensity or any Extensity Sub.

      (b) The execution, delivery and performance of this Agreement and the completion of the Merger and the other transactions contemplated hereby will not: (i) constitute a breach of any instrument or agreement governing any Extensity IP Rights, (ii) cause the modification of any term of any licenses or agreements relating to any Extensity IP Rights including, but not limited to, the modification of the

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effective rate of any royalties or other payments provided for in any such license or agreement, (iii) cause the forfeiture or termination of any Extensity IP Rights, (iv) give rise to a right of forfeiture or termination of any Extensity IP Rights or (v) impair or affect the right of Extensity, Geac or any of their respective Subsidiaries to use, sell or license any Extensity IP Rights. An example would be an agreement that enables Extensity or an Extensity Sub to resell, bundle or embed another Person’s software, in software that Extensity or an Extensity Sub licenses or otherwise makes available to customers, under which the Merger would be considered an assignment by, or change of control of, Extensity or an Extensity Sub requiring that Person’s consent.

      (c) None of the manufacture, marketing, licensing, sale or intended use of any Software or other product sold or licensed to customers, or under development, by Extensity or any Extensity Sub: (i) violates any license or agreement between Extensity or an Extensity Sub and any Person or (ii) to the knowledge of Extensity and the Extensity Subs, infringes any patents, copyrights, trade secrets or other intellectual property rights of any other Person. There is no pending or, to the knowledge of Extensity and the Extensity Subs, overtly threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any Extensity IP Rights or asserting that any Extensity IP Rights or the proposed use, sale, license or disposition thereof, or the manufacture, use, sale or licensing of any Extensity products, conflicts or will conflict with the rights of any Person.

      (d) Schedule 4.17(d) includes a worldwide list of all patents, copyrights, trade names, trademarks, service marks and service names, and applications and registrations for any of the foregoing, owned or possessed by Extensity or an Extensity Sub. Schedule 4.17(d) also includes a list of Software libraries, Software systems, compilers and other third-party Software necessary for the development of the Software that Extensity or any Extensity Sub licenses or otherwise makes available to customers.

      (e) All the Software that Extensity and the Extensity Subs license or otherwise make available to customers was: (i) developed by employees of Extensity within the scope of their employment; (ii) developed by independent contractors or consultants who assigned all of their right, title and interest in and to that Software to Extensity or (iii) otherwise acquired by Extensity, for exclusive use by Extensity, from a third party by contract.

      (f) Extensity has taken all reasonable steps to secure and protect all Extensity IP Rights. For example, the source code and system documentation relating to the Software: (i) have at all times been maintained in strict confidence and (ii) have been disclosed by Extensity and the Extensity Subs only to employees, contractors and consultants on a need-to-know basis. Extensity has furnished Geac with a true and complete copy of its standard employee confidentiality agreement and taken commercially reasonable steps to ensure that all key employees (including all employees involved in Software development) of Extensity and the Extensity Subs have executed such an agreement. All consultants with access to any proprietary information of Extensity or any Extensity Sub have executed appropriate non-disclosure agreements with respect to such proprietary information.

      (g) Neither Extensity nor any Extensity Sub is aware that any of its employees or consultants is obligated under any contract, covenant or other agreement or commitment of any nature, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s or consultant’s efforts to promote the interests of Extensity or any Extensity Sub or that would conflict with the business of Extensity or any Extensity Sub as presently conducted or proposed to be conducted by them. Neither Extensity nor any Extensity Sub has entered into any agreement to indemnify any other Person including, but not limited to, any employee or consultant of Extensity or any Extensity Sub, against any charge of infringement, misappropriation or misuse of any intellectual property. All current and former employees and consultants of Extensity or any Extensity Sub who work or did work on developing any products (including products not yet commercialized) have signed valid and enforceable written assignments to Extensity or an Extensity Sub of any and all rights and claims in any and all intellectual property that such employee or consultant has or may have by reason of any contribution, participation or other role in the development, conception, creation, reduction to practice or authorship of any invention, innovation, Software, development or work of authorship or any other intellectual property

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that is sold, licensed or used by Extensity or an Extensity Sub, and Extensity or an Extensity Sub possess signed copies of all such written assignments by such employees and consultants.

      4.18.     Taxes

      (a) Extensity and the Extensity Subs have filed in a timely manner all Tax Returns required to have been filed by them, and have paid (or Extensity has paid on behalf of the Extensity Subs), all Taxes required to have been shown to be due on such Tax Returns. All such Tax Returns are accurate and correct in all material respects. The most recent financial statements contained in the SEC Reports reflect an adequate accrual established in accordance with U.S. GAAP for the payment of any and all Taxes payable by Extensity or any Extensity Sub as of the date of such financial statements. Extensity’s actual and contingent liability for Taxes as of the date of the most recent SEC Report prior to August 26, 2002 does not exceed the amount accrued in that report. No deficiency or other claim for any Taxes has been proposed, asserted or assessed against Extensity or any Extensity Sub. Neither Extensity nor any Extensity Sub has filed for any extension of time to file any Tax Return which has not since been filed. Neither Extensity nor any Extensity Sub has been informed in writing by any jurisdiction or Tax agency that the jurisdiction or agency believes that Extensity or any Extensity Sub was required to file any Tax Return that was not filed. There are no liens for Taxes on any of the assets of Extensity or any Extensity Sub, except for Taxes not yet due and payable.

      (b) Neither Extensity nor any Extensity Sub: (i) is being audited or has received any written notice that it is to be audited by any taxing authority, (ii) has granted any presently operative waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax or (iii) has availed itself of any Tax amnesty or similar relief in any taxing jurisdiction.

      (c) Neither Extensity nor any Extensity Sub is a party to any contract, agreement, plan or arrangement including, but not limited to, this Agreement and other agreements referred to in the preamble to this Agreement, covering any employee or former employee of Extensity or any Extensity Sub that: (i) could give rise to the payment of any amounts that would not be deductible under Section 280G of the Code or that would require an excise tax to be paid under Section 4999 of the Code. During the taxable year ending on the Closing Date, neither Extensity nor any Extensity Sub has or will become obligated to make any payment, the deduction of which would be disallowed under to Section 162(m) of the Code.

      (d) Neither Extensity nor any Extensity Sub has filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a Subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by Extensity or any Extensity Sub.

      (e) Extensity has never been a United States real property holding corporation within the meaning of Section 897 of the Code.

      (f) Except as shown on Schedule 4.18 of the Extensity Disclosure Statement, Extensity and the Extensity Subs have withheld, collected and paid over to the appropriate Government Entity all Taxes required to have been withheld, collected or paid, and have complied with all information reporting and backup withholding requirements, including the maintenance of required records related to information reporting and backup withholding, in connection with their operations, including with respect to sales and use Taxes, and amounts paid or owing to any employee, independent contractor, consultant, creditor, foreign Person or other payee.

      (g) Neither Extensity nor any Extensity Sub has any liability for the Taxes of any Person other than Extensity or the Extensity Subs. Neither Extensity nor any Extensity Sub is a party to any tax sharing or tax indemnity agreement.

      (h) Except for any group consisting of Extensity, as the common parent, and the Extensity Subs, Extensity has not been a member of an affiliated group filing a consolidated federal income Tax Return and does not have any liability for the Taxes of another Person: (i) under Section 1.1502-6 of the United

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States Treasury Regulations (or any similar provision of state, local or non-United States Law), (ii) as a transferee or successor, (iii) by contract or (iv) otherwise.

      (i) Extensity: (i) has not agreed to adjust, and is not required to make any adjustment, pursuant to Section 481(a) of the Code, (ii) has no knowledge that the United States Internal Revenue Service has proposed, in writing, such an adjustment or a change in accounting method with respect to Extensity and (iii) does not have any application pending with the IRS or any other Tax agency requesting permission for any change in accounting method.

      (j) Neither Extensity nor any Extensity Sub has granted any still outstanding power of attorney regarding any Taxes.

      (k) Extensity has not made any distribution to which Code Section 355 (or that portion of Section 356 that relates to Section 355) applies.

      (l) Extensity has made available to Geac true copies of all income Tax Returns filed by Extensity and the Extensity Subs and all written correspondence with Tax agencies.

      4.19.     Employee Benefit Plans; ERISA

      (a) Except as identified on Schedule 4.19, there are no “employee pension benefit plans” as defined in ERISA (“Extensity Pension Plans”), “welfare benefit plans” as defined in Section 3(1) of ERISA (“Extensity Welfare Plans”), or stock bonus, stock option, restricted stock, stock appreciation right, stock purchase, bonus, incentive, deferred compensation, severance, holiday, or vacation plans, or any other employee benefit plan, program, policy or arrangement covering employees (or former employees) employed in the United States that either is maintained or contributed to by Extensity or any Extensity ERISA Affiliate or to which Extensity or any Extensity ERISA Affiliate is obligated to make payments or otherwise may have any liability (collectively, the “Extensity Employee Benefit Plans”) with respect to employees or former employees of Extensity or any Extensity Sub, or any Extensity ERISA Affiliate. For purposes of this Agreement, “Extensity ERISA Affiliate” means any person (as defined in Section 3(9) of ERISA) that is or has been a member of any group of persons described in Section 414(b), (c), (m) or (o) of the Code including, without limitation, Extensity and the Extensity Subs.

      (b) Extensity and the Extensity Subs, and each of the Extensity Pension Plans and Extensity Welfare Plans, are in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Laws.

      (c) All contributions to, and payments from, the Extensity Pension Plans which are required to have been made in accordance with the Extensity Pension Plans have been timely made.

      (d) All Extensity Pension Plans required to qualify under Section 401 of the Code have been determined by the Internal Revenue Service to be so qualified, and no event has occurred and no condition exists with respect to the form or operation of any Extensity Pension Plan which would cause the loss of such qualification or the imposition of any material liability, penalty or tax under ERISA or the Code.

      (e) To the knowledge of Extensity, there are no pending: (i) investigations by any Government Entity involving any Extensity Pension Plan or Extensity Welfare Plan or (ii) claims (other than routine claims for benefits), suits or proceedings against any Extensity Pension Plan or Extensity Welfare Plan, against the assets of any of the trusts under any Extensity Pension Plan or Extensity Welfare Plan or against any fiduciary of any Extensity Pension Plan or Extensity Welfare Plan with respect to the operation of such plan or asserting any rights or claims to benefits under any Extensity Pension Plan or Extensity Welfare Plan or against the assets of any trust under any such plan.

      (f) None of Extensity, any Extensity Sub or any present or past employee of the foregoing, nor any trustee, administrator, other fiduciary or any other “party in interest” or “disqualified person” with respect to any Extensity Pension Plan or Extensity Welfare Plan, has engaged in a “prohibited transaction” (as that term is defined in Section 4975 of the Code or Section 406 of ERISA).

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      (g) None of Extensity, any Extensity Sub or any Extensity ERISA Affiliate maintains or contributes to, or has ever maintained or contributed to, any pension plan subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA.

      (h) None of Extensity, any Extensity Sub or any Extensity ERISA Affiliate has incurred any material liability under Title IV of ERISA that has not been satisfied in full.

      (i) None of Extensity, any Extensity Sub or any Extensity ERISA Affiliate has any material liability (including any contingent liability under Section 4204 of ERISA) with respect to any multiemployer plan, within the meaning of Section 3(37) of ERISA, covering any of their employees (or former employees) employed in the United States.

      (j)     With respect to each Extensity Employee Benefit Plan, true, correct and complete copies of the following documents have been made available to Geac: (i) the plan document and any related trust agreement, including amendments thereto, (ii) any current summary plan descriptions and other written material communications within the last three years to participants relating to the Extensity Employee Benefit Plans, (iii) the three most recent Forms 5500, if applicable and (iv) the most recent IRS determination letter, if applicable.

      (k)     None of the Extensity Welfare Plans provides for continuing benefits or coverage for any participant or any beneficiary of a participant following termination of employment, except as may be required under COBRA, or except at the expense of the participant or the participant’s beneficiary. With respect to each “group health plan” (within the meaning of Section 5000(b)(1) of the Code) maintained by Extensity, any Extensity Sub and any Extensity ERISA Affiliate, such Person (i.e., Extensity, the Extensity Sub or such ERISA Extensity Affiliate) has complied with the notice and continuation requirements of Section 4980B of the Code, COBRA, Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder except where the failure to comply would not, individually or in the aggregate, impair Extensity’s ability to complete the Merger or any other transaction contemplated hereby or have an Extensity Material Adverse Effect.

      (l)     No liability under any Extensity Pension Plan or Extensity Welfare Plan has been funded, nor has any such obligation been satisfied, with the purchase of a contract from an insurance company as to which Extensity or any Extensity Sub has received notice that such insurance company is in rehabilitation or a comparable proceeding.

      (m)     The Merger will not result in an increase in the amount of compensation or benefits, or accelerate the vesting or timing of payment of any benefits or compensation, payable to or in respect of any employee of Extensity or any Extensity Sub.

      (n)     Schedule 4.19(n) of the Extensity Disclosure Statement lists each Extensity Non-U.S. Plan. Extensity, the Extensity Subs and each Extensity Non-U.S. Plan are in material compliance with all applicable Laws, and all required contributions have been made to each Extensity Non-U.S. Plan, except where the failure to comply or make contributions would not, individually or in the aggregate, either impair Extensity’s ability to complete the Merger or any other transaction contemplated hereby or have an Extensity Material Adverse Effect. Each of the Extensity Non-U.S. Plans that is a funded defined benefit pension plan has a fair market value of plan assets that is greater than the plan’s liabilities, as determined in accordance with applicable Laws. For purposes of this Agreement, “Extensity Non-U.S. Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, Extensity or any Extensity Sub with respect to any of their employees (or former employees) employed outside the United States.

      (o) Each Extensity Employee Benefit Plan and Extensity Non-U.S. Plan can be terminated by Extensity within 30 days after the Effective Time in accordance with the terms of such plan and applicable Law, without any additional contribution to such Plan or the payment of any additional compensation or amount or the additional vesting or acceleration of any vesting provided under the Plan.

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      4.20. Environmental Matters

      (a) For purposes of this Agreement:

      (i) “Environment” means any land including, without limitation, surface land and sub-surface strata, seabed or river bed, ecosystem and any water (including, without limitation, coastal and inland waters, surface waters and ground waters and water in drains and sewers) and air (including, without limitation, air within buildings), other natural or manmade structures above or below ground, and natural resources.

      (ii) “Environmental Law” means any Law (including any judicial or administrative interpretation thereof), in each case relating to the Environment or harm to or the protection of human health, animals, plants or ecosystems including, without limitation, laws relating to public and worker health and safety, emissions, discharges or releases of chemicals or any other pollutants or contaminants or industrial, radioactive, dangerous, toxic or hazardous substances or wastes (whether in solid or liquid form or in the form of a gas or vapor and including noise) into the Environment or otherwise relating to the manufacture, processing, use, treatment, storage, distribution, disposal, transport or handling of substances or wastes. Environmental Laws include, without limitation, the United States Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), the Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the Clean Air Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Food Drug and Cosmetic Act, and the Federal Food Drug and Cosmetic Act, and similar Laws in states and other jurisdictions of the United States and countries other than the United States.

      (iii) “Environmental Permit” means any permit, license, consent, approval, certificate, qualification, specification, registration and other authorization, and the filing of all notifications, reports and assessments, required by any United States federal, state, local or non-U.S. Government Entity pursuant to any Environmental Law.

      (iv) “Hazardous Material” means any pollutant, contaminant or hazardous, toxic, medical, biohazardous, infectious or dangerous waste, substance, gas, constituent or material, defined or regulated as such in, or for purposes of, any Environmental Law including, without limitation, any asbestos, petroleum, oil (including crude oil or any fraction thereof), radioactive substance, polychlorinated biphenyls, toxin, chemical, virus, infectious disease or disease causing agent, and any other substances that can give rise to liability under any Environmental Law.

      (b) Except for such cases that, individually or in the aggregate, have not and would not have an Extensity Material Adverse Effect:

      (i) Each of Extensity and the Extensity Subs possesses all Environmental Permits required under applicable Environmental Laws to conduct its current business and to use and occupy the Extensity Real Property for its current business. All Environmental Permits are in full force and effect, and Extensity and the Extensity Subs are, and to Extensity’s and the Extensity Subs’ knowledge have at all times been, in compliance with such Environmental Permits.

      (ii) There are no facts or circumstances indicating that any Environmental Permit possessed by Extensity or any Extensity Sub would or might be revoked, suspended, canceled or not renewed, and all appropriate necessary action in connection with the renewal or extension of all Environmental Permits possessed by Extensity or any Extensity Sub relating to its current business and the Extensity Real Property has been taken.

      (iii) The execution and delivery of this Agreement and the completion by Extensity of the Merger and the other transactions contemplated hereby, and the exercise by Geac and the Surviving Corporation of rights to own and operate the business of Extensity or any Extensity Sub and use and occupy the Extensity Real Property and carry on their business as presently conducted, will not affect the validity or require the transfer of any Environmental Permits held by Extensity or any Extensity

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Sub and will not require any notification, disclosure, registration, reporting, filing, investigation or remediation under any Environmental Law.

      (iv) Extensity and the Extensity Subs and, to the knowledge of Extensity and the Extensity Subs, all previous owners, lessees, operators and occupants of the real property now or previously owned, leased or occupied by Extensity or any Extensity Sub (the “Extensity Real Property”) are in compliance with, and within the period of all applicable statutes of limitation, have complied with all applicable Environmental Laws and have not received written notice of any liability under any Environmental Law, and neither Extensity or any Extensity Sub nor any portion of the Extensity Real Property is in violation of any Environmental Law.

      (v) There is no civil, criminal or administrative action, suit, demand, claim, complaint, hearing, notice of violation, investigation, notice or demand letter, proceeding or request for information pending or any liability (whether actual or contingent) to make good, repair, reinstate or clean up any of the Extensity Real Property or any real property previously owned, leased, occupied or used by Extensity or any Extensity Sub.

      (vi) There has not been any disposal, spill, discharge or release of any Hazardous Material generated, used, owned, stored or controlled by Extensity, any Extensity Sub, or their respective predecessors in interest, on, at or under any Extensity Real Property, and there are no Hazardous Materials located in, at, on, or under, or in the vicinity of, any such facility or property, or at any other location, in any such case that could reasonably be expected to require investigation, removal, remedial or corrective action by Extensity or any Extensity Sub.

      (vii) Other than cleaning and office supplies normally used in the operation of an office, Hazardous Materials have not been generated, used, treated, handled or stored on, or transported to or from, or released on any Extensity Real Property or any property adjoining any Extensity Real Property. Extensity and the Extensity Subs have disposed of all wastes, including those wastes containing Hazardous Materials, in compliance with all applicable Environmental Law and Environmental Permits. Neither Extensity nor any Extensity Sub has transported or arranged for the transportation of any Hazardous Materials to any location that is listed or proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous state or country list or which is the subject of any environmental claim.

      (viii) There has not been any underground or above ground storage tank or other underground storage receptacle or related piping, or any impoundment or other disposal area containing Hazardous Materials located on any Extensity Real Property, and no asbestos or polychlorinated biphenyls have been used or disposed of, or have been located at, on or under any Extensity Real Property.

      (ix) Extensity and the Extensity Subs have taken all actions necessary under applicable Environmental Laws to register any products or materials required to be registered by Extensity or any Extensity Sub (or any of their respective agents) thereunder.

      (c) After reasonable investigation by Extensity or any Extensity Sub, Extensity has furnished to Geac all records and files including, but not limited to, all assessments, reports, studies, audits, analyses, tests and data in possession of Extensity and the Extensity Subs, concerning the existence of Hazardous Materials at any Extensity Real Property or concerning compliance by Extensity or an Extensity Sub with, or liability under, any Environmental Law.

      4.21.     Books and Records. Extensity has made available to Geac the records of all minutes and consent actions of its and the Extensity Subs’ board of directors, board committees and stockholders.

      4.22.     Finders or Brokers. Except for Broadview International LLC, whose fees have been disclosed to Geac, neither Extensity nor any Extensity Sub has employed any investment banker, broker, finder or intermediary in connection with any of the transactions contemplated hereby who might be entitled to a fee or commission relating to the Merger or any other transaction contemplated by this Agreement.

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      4.23.     Registration Statement and Proxy Statement/ Prospectus. The information to be supplied by Extensity in writing for inclusion or incorporation by reference in the Registration Statement on Form F-4 registering the Geac Common Shares to be issued in the Merger (the “Registration Statement”) as it relates to Extensity, at the time the Registration Statement is declared effective by the SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information to be supplied by Extensity in writing for inclusion in the proxy statement/prospectus to be sent to the stockholders of Extensity in connection with the Stockholder Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to as the “Proxy Statement/ Prospectus”), at the date the Proxy Statement/ Prospectus is first mailed to Extensity’s stockholders, at the time or times of the Stockholder Meeting, and at the Effective Time, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time before the Effective Time, any event with respect to Extensity or the Extensity Subs shall occur which is required to be described in the Proxy Statement/ Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and the Ontario Securities Commission, and, as required by Law, disseminated to the stockholders of Extensity.

      4.24.     Title to and Condition of Property. Extensity and the Extensity Subs have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected in the Extensity Balance Sheet or acquired after the Reference Date, and have valid leasehold interests in all leased properties and assets, in each case free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the Extensity Financial Statements and except for liens for Taxes not yet due and payable, municipal zoning ordinances, easements for public utilities and such other imperfections of title, if any, that are not material in character, amount or extent. Schedule 4.24 of the Extensity Disclosure Statement identifies each parcel of real property owned or leased by Extensity or any Extensity Sub. Extensity’s and the Extensity Subs’ real and tangible personal property has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it is used.

      4.25.     No Existing Discussions. As of the date hereof, neither Extensity nor any of its representatives was engaged, directly or indirectly, in any discussions or negotiations with any other Person relating to any acquisition (whether by purchase of any issued or unissued stock, merger, consolidation or otherwise) of Extensity or any Extensity Sub or a substantial part of the assets or business of Extensity or any Extensity Sub.

      4.26.     Full Disclosure. No representation or warranty set forth in this Article IV, the Extensity Disclosure Statement or any certificate to be delivered by Extensity at the Closing contains or will contain any material untrue or misleading statement of fact or, to Extensity’s and Extensity Subs’ knowledge, omits or will omit any fact necessary to make the statements contained herein or therein not materially misleading. Extensity and the Extensity Subs have no knowledge of any fact, event or circumstance, not set forth in this Article IV or the Extensity Disclosure Statement, that has or is likely to have an Extensity Material Adverse Effect.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF

GEAC, GCI AND GEAC SUB

      Geac, GCI and Geac Sub hereby jointly and severally make to Extensity the representations and warranties contained in this Article V as of August 26, 2002 (except to the extent such representations and warranties speak specifically as of an earlier date or the date of this Agreement), in each case subject to the exceptions set forth in the disclosure statement dated as of August 26, 2002 delivered by Geac to Extensity contemporaneously with the execution of the Original Agreement (the “Geac Disclosure Statement”). Without limiting the foregoing, Geac, GCI and Geac Sub shall not be deemed to be making

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any of those representations and warranties as of the date of this Agreement. The Geac Disclosure Statement is arranged in schedules corresponding to the numbered and lettered sections of this Article V, and the disclosure in any schedule of the Geac Disclosure Statement qualifies only the corresponding section of this Article V.

      5.1.     Organization, Etc.

      (a) Each of Geac and the Geac Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Geac and each Geac Subsidiary are duly qualified to conduct, and are in good standing, in each jurisdiction in which the character of its owned or leased properties or the nature of its activities makes such qualification necessary, except where the failure to so qualify would not have a Geac Material Adverse Effect.

      (b) Geac is not in violation of any provision of any of its charter documents. No Geac Subsidiary is in material violation of any provision of any of its charter documents. Geac has furnished to Extensity accurate and complete copies of the charter documents, as in effect as of August 26, 2002, of Geac, GCI and Geac Sub.

      5.2.     Authority. Each of Geac, GCI and Geac Sub has all requisite corporate power and authority to execute and deliver this Agreement and to complete the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement and the completion of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the boards of directors of Geac, GCI and Geac Sub, and no other corporate proceedings on the part of any of Geac, GCI or Geac Sub (for example, approval by Geac’s shareholders) are necessary to authorize this Agreement or to complete the Merger and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Geac, GCI and Geac Sub, and, assuming due authorization, execution and delivery by Extensity, constitutes a valid and binding agreement of Geac, GCI and Geac Sub, enforceable against each of them in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

      5.3.     No Violations, Etc. No filing with or notification to, and no permit, authorization, consent or approval of any Government Entity is necessary on the part of Geac, GCI or Geac Sub, at or before the Effective Time, for the completion by Geac, GCI or Geac Sub of the Merger or the other transactions contemplated by this Agreement, except for: (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the filing with the SEC of the Registration Statement and the declaration, by the SEC, of the effectiveness of the Registration Statement, (iii) an application and listing approval from the TSX of the Geac Common Shares to be issued in connection with the Merger, including under Extensity Options assumed under Subsection 3.2(b) and (iv) any filings and observance of one of more waiting periods required under the HSR Act. None of the execution and delivery of this Agreement or the completion of the Merger or any of the other transactions contemplated hereby, or compliance with the provisions hereof, by Geac, GCI or Geac Sub, will: (i) conflict with or result in any breach of any provision of any charter document of Geac, GCI or Geac Sub, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Geac, GCI or Geac Sub, or by which any of its properties or assets may be bound or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Geac, GCI or Geac Sub is a party or by which any of them or any of their properties or assets may be bound. Schedule 5.3 of the Geac Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Geac’s, GCI’s or Geac Sub’s notes,

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bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations.

      5.4.     Capitalization

      (a) The authorized capital stock of Geac consists of an unlimited number of Geac Common Shares and an unlimited number of Geac preference shares. As of August 26, 2002, there were 78,164,359 Geac Common Shares issued and outstanding and no Geac preference shares issued and outstanding. The authorized capital stock of Geac Sub consists of 1,000 shares of Geac Sub Common Stock. As of August 26, 2002, one share of Geac Sub Common Stock was issued and outstanding. Geac is the record and beneficial owner of that one outstanding share of Geac Sub Common Stock. That share has been duly authorized and is validly issued, fully paid, nonassessable and free of preemptive rights with respect thereto, and is owned by Geac free and clear of any claim, lien or encumbrance of any kind whatsoever. Geac Sub was formed for the purpose of completing the Merger and has no material assets or liabilities except as necessary for such purpose. As of August 26, 2002, Geac is the record and beneficial owner of all the issued and outstanding shares of GCI. Those GCI shares have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights with respect thereto, and are owned by Geac free and clear of any claim, lien or encumbrance of any kind whatsoever. Before the Effective Time, Geac may contribute the GCI shares to another, direct or indirect, wholly-owned Subsidiary of Geac.

      (b) Prior to the Merger, Geac and Geac Sub intend to amend the certificate of incorporation of Geac Sub to authorize Geac Sub to issue shares of a non-voting preferred stock (“Geac Sub Preferred Stock”), and to cause Geac Sub to issue shares of that Geac Sub Preferred Stock to one or more parties other than Geac.

      (c)     Except as described in Subsection 5.4(b) and on Schedule 5.4 of the Geac Disclosure Statement, there are no warrants, options, convertible securities, calls, rights, stock appreciation rights, preemptive rights, rights of first refusal, or agreements or commitments of any nature obligating Geac, GCI or Geac Sub to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests of Geac, GCI or Geac Sub, or obligating Geac, GCI or Geac Sub to grant, issue, extend, accelerate the vesting of, or enter into, any warrant, option, convertible security, call, right, stock appreciating right, preemptive right or right of first refusal relating to any such shares or equity interests.

      5.5.     Canadian Security Filings. Geac has filed all forms, reports and documents required to be filed by it with the Canadian Securities Commissions and the TSX (the “Geac Reports”). As of the respective dates they were filed: (i) the Geac Reports complied in all material respects with the requirements of the Canadian Securities Laws and (ii) none of the Geac Reports contained any untrue statement of a material fact (as defined in the Securities Act (Ontario)) or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

      5.6.     Financial Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Geac Reports (the “Geac Financial Statements”): (a) was prepared in accordance with Canadian GAAP and (b) fairly presented in all material respects the consolidated financial position of Geac as of the respective dates thereof and the consolidated results of their operations, cash flows and changes in shareholders’ equity for the periods indicated, consistent with the books and records of Geac and the other entities included in the Geac Financial Statements, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount.

      5.7.     Absence of Changes or Events. No Geac Material Adverse Effect has occurred since April 30, 2002.

      5.8.     Litigation. There is no Action pending or, to the knowledge of Geac, GCI and Geac Sub, overtly threatened against Geac, GCI or Geac Sub, except for those Actions which, individually and in the aggregate, would not have a Geac Material Adverse Effect. There is no Action pending or, to the knowledge of Geac, GCI and Geac Sub, overtly threatened which in any manner challenges, seeks to, or is

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reasonably likely to prevent, enjoin, alter or delay the Merger or any other transaction contemplated by this Agreement. There is no outstanding judgment, order, writ, injunction or decree of any Government Entity to which Geac or any Geac Subsidiary is or was a party or by which Geac or any Geac Subsidiary or any of their assets is bound that would have a Geac Material Adverse Effect.

      5.9.     Status of Shares. When issued in the Merger as provided in Section 3.1, the Geac Common Shares will be validly issued, fully assessable and nonassessable.

      5.10.     Registration Statement and Proxy Statement/ Prospectus. The information to be supplied by Geac in writing for inclusion or incorporation by reference in the Registration Statement as it relates to Geac, at the time the Registration Statement is declared effective by the SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information to be supplied by Geac in writing for inclusion in the Proxy Statement/ Prospectus, at the date the Proxy Statement/ Prospectus is first mailed to Extensity’s stockholders, at the time or times of the Stockholder Meeting, and at the Effective Time, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time before the Effective Time, any event with respect to Geac or any Geac Subsidiary shall occur which is required to be described in the Proxy Statement/ Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC (and, if required by applicable Canadian Securities Laws, with the applicable Canadian Securities Commissions) and, as required by Law, disseminated to the stockholders of Extensity.

      5.11.     Canadian Securities Laws

      (a) Geac is, and had been for at least 12 months before August 26, 2002, a “reporting issuer” (or equivalent thereof where such concept exists), and is not in default in any material respect of any requirements under any applicable Canadian Securities Laws.

      (b) No order of a Canadian Securities Commission ceasing or suspending trading in securities of Geac or prohibiting the sale of securities by Geac has been issued and, to the knowledge of Geac, no such proceedings for that purpose have been instituted or are pending, contemplated or threatened.

      (c) Geac is a “qualifying issuer” as defined under Multilateral Instrument 45-102-Resale of Securities issued pursuant to Canadian Securities Laws. The Geac Common Shares issuable to the holders of Stock Election Shares in connection with the Merger or issuable to holders of the options Geac will grant as required under Section 3.2 of this Agreement will not be subject to any statutory hold period under Ontario Securities Laws or pursuant to the written rules and policies of the TSX, and no prospectus or other documents will be required to be filed, no proceedings will be required to be taken and no approvals, permits, consents, orders or authorizations will be required to be obtained from the Ontario Securities Commission or the TSX to permit the sale in Ontario of such shares through registrants registered under Ontario Securities Laws.

      5.12     Intellectual Property Rights. To the knowledge of Geac and the Geac Subsidiaries, Geac and the Geac Subsidiaries own or have the right to use all patents, copyrights, software (defined, for this purpose, analogously to the definition of “Software” in Section 1.1 but with respect to Geac and the Geac Subsidiaries), trademarks, tradenames, service marks, service names, trade secrets, and intellectual and industrial property used to conduct the material aspects of their respective businesses.

      5.13     Compliance with Laws. Neither Geac nor the Geac Subsidiaries have violated or failed to comply, in any material respect, with any Law. Geac and the Geac Subsidiaries have all material permits, licenses and franchises from all Government Entities required to conduct their businesses as now being conducted.

      5.14     Full Disclosure. No representation or warranty set forth in this Article V, the Geac Disclosure Statement or any certificate to be delivered by Geac at the Closing contains or will contain any material

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untrue or misleading statement of fact or, to Geac’s knowledge, omits or will omit any fact necessary to make the statements contained herein or therein not materially misleading.

ARTICLE VI

COVENANTS

      6.1.     Conduct of Business During Interim Period. Except as contemplated or required by this Agreement, during the period from August 26, 2002 through the Closing Date or earlier termination of this Agreement, Extensity shall (and shall cause the Extensity Subs) to: (i) conduct its business and operations according to their ordinary and usual course consistent with past practice, (ii) use commercially reasonable efforts to preserve intact its business organization and (iii) use commercially reasonable efforts to keep available the services of its officers and employees in each business function and promote and maintain at least the same quality of relationship with each of its suppliers, customers and others having important relationships with Extensity or an Extensity Sub that Extensity or the Extensity Sub has, at present, with those Persons. Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, before the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, neither Extensity nor any Extensity Sub shall, without the prior written consent of Geac:

      (a) authorize, solicit, propose, implement or announce an intention to (or enter into any agreement or agreement in principle with any Person with respect to any act or transaction to) liquidate, dissolve, acquire securities, issue securities, dispose of securities, acquire or dispose of any material amount of assets, or change its capitalization or potential capitalization (for example, by granting additional options or other rights of the type referenced in Subsection 4.6(b));

      (b) enter into or propose or commit to enter into any partnership association, joint venture, joint development, technology transfer or other business alliance, it being understood, however, that Geac shall respond to a written request from Extensity to take one of the steps described in this Subsection 6.1(b) that is accompanied by an adequate description of the proposed step, within 48 hours after receiving the request, it being further understood that, if Geac does not respond within that period, Geac shall be considered to have consented to the request;

      (c) enter into, materially breach, or extend, amend or otherwise modify or waive any material terms of any Extensity Contact or any agreement, commitment or contract relating to any Extensity IP Rights, other than in the ordinary course of business consistent with past practice;

      (d) fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be cancelled, terminated or materially altered, except in the ordinary course of business consistent with past practice;

      (e) maintain its books and records in a manner other than in the ordinary course of business consistent with past practice;

      (f) enter into any hedging, option, derivative or other similar transaction or any foreign position or contract for the exchange of currency;

      (g) institute any change in its accounting methods, principles or practices or revalue any of its assets including, without limitation, writing down or off any notes or accounts receivable;

      (h) in respect of any Taxes, make or change any election, change any accounting method, enter into any closing agreement, settle any claim or assessment, or consent to any extension or waiver of a limitations period applicable to any claim or assessment except as required by Law;

      (i) take or agree to take any of the actions described in Section 4.10, or any action that could make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent it from performing or cause it not to perform any of its covenants in this Agreement or

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      (j) propose or commit to take any of the actions or steps referenced in (a) through (i) above.

      6.2.     No Solicitation

      (a) From and after August 26, 2002 until the Effective Time or the termination of this Agreement in accordance with its terms, Extensity shall not, nor shall it authorize or permit any Extensity Sub or any officer, director, affiliate or employee of Extensity or any Extensity Sub, or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly: (i) solicit, initiate, negotiate, encourage or induce the making, submission or announcement of any Extensity Acquisition Proposal or take any action or omit to take any action, the taking or omission of which could reasonably be expected to lead to an Extensity Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Extensity Acquisition Proposal, (iii) engage in discussions with any Person with respect to any Extensity Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Extensity Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Extensity Acquisition Transaction. Notwithstanding anything to the contrary in this Subsection 6.2(a) or in any other provision of this Agreement, Extensity and its board of directors may participate in discussions or negotiations with or furnish information to any Person that, after August 26, 2002, makes an unsolicited Extensity Acquisition Proposal (an “Extensity Potential Acquiror”) or approve an unsolicited Extensity Acquisition Proposal if Extensity’s board of directors is advised by its financial advisor that the Extensity Potential Acquiror submitting the Extensity Acquisition Proposal (if that proposal includes a cash component) presently has the financial resources to complete that Extensity Acquisition Proposal and the board determines in good faith (A) after receiving advice from its financial advisor, that such Extensity Acquisition Proposal is an Extensity Superior Offer (as defined in Subsection 6.4(c)) and (B) following receipt of advice from outside legal counsel that the failure to participate in such discussions or negotiations or to furnish such information or approve the Extensity Acquisition Proposal could reasonably be expected to violate the board’s fiduciary duties under the Delaware Law even in the absence of this sentence. Extensity agrees that any non-public information furnished to an Extensity Potential Acquiror will be pursuant to a confidentiality agreement containing provisions at least as favorable to Extensity as the confidentiality and use provisions set forth in the Confidentiality Agreement between Geac and Extensity dated as of May 1, 2002 (the “Confidentiality Agreement”). If Extensity determines to provide any information as described above, or receives an Extensity Acquisition Proposal, it shall promptly, and in any event within 24 hours, inform Geac in writing as to that fact and shall furnish to Geac the identity of the recipient of such information to be provided or the Extensity Potential Acquiror, whichever is appropriate, and the terms of any Extensity Acquisition Proposal.

      (b) For purposes of this Agreement, “Extensity Acquisition Proposal” means any offer or proposal (other than an offer or proposal by Geac) relating to any Extensity Acquisition Transaction. For purposes of this Agreement, “Extensity Acquisition Transaction” means any transaction or series of transactions involving: (i) any purchase from Extensity or acquisition by any Person or “group” (as defined under Section 13(d) of the Exchange Act) of more than 15% of the total outstanding voting securities of Extensity or any tender offer or exchange offer that, if closed, would result in any Person or “group” (as defined under Section 13(d) of the Exchange Act) beneficially owning 15% or more of the total outstanding voting securities of Extensity, (ii) any merger, consolidation, business combination or similar transaction involving Extensity, (iii) any sale, lease, exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 15% of the assets of Extensity, (iv) any liquidation or dissolution of Extensity or (v) any transaction or event identified in (i) through (iv) of this sentence but with respect to any Extensity Sub.

      (c) In addition to the obligations of Extensity set forth in Subsection 6.2(a), as promptly as practicable Extensity shall advise Geac orally and in writing of any Extensity Acquisition Proposal, the terms and conditions of such Extensity Acquisition Proposal, and the identity of the Person or group making the Extensity Acquisition Proposal. Extensity shall keep Geac informed as promptly as practicable

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in all material respects of the status and details (including amendments or proposed amendments) of any such Extensity Acquisition Proposal. In addition, as promptly as is practical, Extensity shall advise Geac, both orally and in writing, of any request for non-public information that Extensity reasonably believes could lead to an Extensity Acquisition Proposal or an Extensity Acquisition Transaction.

      6.3.     Access to Information. From August 26, 2002 until the Effective Time or the termination of this Agreement in accordance with its terms, Extensity shall afford Geac and its authorized representatives (including counsel, consultants, accountants and auditors) reasonable access during normal business hours and upon reasonable notice to all of its and the Extensity Subs’ facilities, personnel and operations and to all of its and the Extensity Subs’ books and records, shall permit Geac and its authorized representatives to conduct inspections as they may reasonably request and shall instruct its officers and those of the Extensity Subs to furnish such persons with such financial and operating data and other information with respect to their business and properties as Geac and its representatives from time to time may reasonably request, subject to the restrictions set forth in the Confidentiality Agreement.

      6.4.     Stockholder Meeting and Board Recommendation

      (a) Extensity shall take all action necessary, in accordance with the Delaware Law and its Certificate Incorporation and bylaws, to convene a special meeting of Extensity’s stockholders to consider adoption and approval of this Agreement and the Merger (the “Stockholder Meeting”) to be held as promptly as practicable after the declaration of the effectiveness of the Registration Statement. Subject to Section 6.4(c), Extensity shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the Merger and shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NASDAQ Stock Market and the Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Extensity may adjourn or postpone the Stockholder Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/ Prospectus is provided to Extensity’s stockholders in advance of the vote on the Merger and this Agreement or if, as of the time originally scheduled for the Stockholder Meeting as set forth in the Proxy Statement/ Prospectus, there are insufficient shares of Extensity Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or, even though sufficient shares to constitute a quorum are represented, there are insufficient shares whose holders have indicated through proxies or otherwise an intention to vote to approve and adopt this Agreement and the Merger. Extensity shall ensure that the Stockholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Extensity in connection with the Stockholder Meeting are solicited, in compliance with the Delaware Law, Extensity’s Certificate of Incorporation and bylaws, the rules of the NASDAQ Stock Market and all other applicable Laws. Extensity’s obligation to call, give notice of, convene and hold the Stockholder Meeting in accordance with this Subsection 6.4(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Extensity of any Extensity Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the board of directors of Extensity with respect to this Agreement or the Merger.

      (b) Subject to Subsection 6.4(c): (i) the board of directors of Extensity shall unanimously recommend that Extensity’s stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Stockholder Meeting, (ii) the Proxy Statement/ Prospectus shall include a statement to the effect that the board of directors of Extensity has unanimously recommended that Extensity’s stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Stockholder Meeting and (iii) neither the board of directors of Extensity nor any committee of the board shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Geac or to the prospects for completing the Merger, the recommendation of the board that Extensity’s stockholders vote in favor of and adopt and approve this Agreement and the Merger.

      (c) Nothing in this Agreement shall prevent the board of directors of Extensity from withholding, withdrawing, amending or modifying its recommendation in favor of this Agreement and the Merger if:

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(i) an Extensity Superior Offer is made to Extensity and is not withdrawn, (ii) Extensity shall have provided written notice to Geac advising Geac that Extensity has received an Extensity Superior Offer, specifying the terms and conditions of the Extensity Superior Offer and identifying the Person making the Extensity Superior Offer, (iii) Geac shall have been given an opportunity, for 72 hours after its receipt of that notice, to propose to modify the terms of the Merger or otherwise modify this Agreement, it being understood that neither Extensity nor any representative of Extensity shall accept the Extensity Superior Offer or make any proposal on behalf of Extensity to the Person or group that made the Extensity Superior Offer during that 72-hour period, (iv) the board of directors of Extensity is advised by Extensity’s outside counsel that, in light of the Extensity Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the board of directors of Extensity to comply with its fiduciary obligations to Extensity’s stockholders under the Delaware Law and (v) Extensity shall not have violated any of the restrictions set forth in Section 6.2 or this Subsection 6.4(c). Extensity shall provide Geac with at least three Business Days prior notice of any meeting of Extensity’s board of directors at which Extensity’s board of directors is expected to consider any Extensity Acquisition Transaction. Nothing contained in this Subsection 6.4(c) shall limit Extensity’s obligation to hold and convene the Stockholder Meeting (regardless of whether the recommendation of the board of directors of Extensity shall have been withdrawn, amended or modified). For purposes of this Agreement, “Extensity Superior Offer” means an unsolicited, bona fide written offer made by a third party to complete any of the following transactions: (i) a merger or consolidation involving Extensity pursuant to which the stockholders of Extensity immediately preceding the transaction hold less than a majority of the equity interests in the surviving or resulting entity of such transaction or (ii) the acquisition by any Person or group (including by way of a tender offer or an exchange offer or a two-step transaction involving a tender offer followed with reasonable promptness by a cash-out merger), directly or indirectly, of ownership of 100 percent of the then-outstanding shares of Extensity Common Stock on terms (including, without limitation, the conditions to the prospective acquirer’s obligation to close) that the board of directors of Extensity determines, in its reasonable good faith judgment (based on the advice of its financial advisor) to be materially more favorable to the Extensity stockholders than the Merger. However, an offer shall not be an “Extensity Superior Offer” if any financing required to complete the transaction contemplated by the offer is not fully committed.

      (d)     Nothing in this Agreement shall prohibit Extensity or its board of directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act.

      (e) As promptly as practicable after the execution of this Agreement, Extensity and Geac shall mutually prepare, and Extensity shall file confidentially with the SEC, a preliminary form of the Proxy Statement/ Prospectus. As promptly as practicable after receipt of SEC comments on the preliminary Proxy Statement/ Prospectus, Geac and Extensity shall mutually prepare a response to the comments. Upon resolution of all comments, Geac shall file the Registration Statement with the SEC. Geac and Extensity shall use their commercially reasonable efforts to have the preliminary Proxy Statement/ Prospectus cleared by the SEC and the Registration Statement declared effective by the SEC as promptly as practicable. Geac shall also take any action required to be taken under applicable United States blue sky or securities laws in connection with the Geac Common Shares to be issued in exchange for the shares of Extensity Common Stock. Geac and Extensity shall promptly furnish to each other all information, and take all other actions (including, without limitation, using all commercially reasonable efforts to provide any required consents of their independent auditor), as may reasonably be requested with respect to any action by any of them in connection with the preceding sentences of this Subsection 6.4(e). Whenever any Party learns of the occurrence of any event which is required to be set forth in an amendment or supplement to the Proxy Statement/ Prospectus, the Registration Statement or any other filing made pursuant to this Subsection 6.4(e), Geac or Extensity, as the case may be, shall promptly inform the other of that occurrence and cooperate in filing with the SEC or its staff and, if appropriate, mailing of such amendment or supplement to the stockholders of Extensity.

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      (f) Subject to Subsection 6.4(c), the Proxy Statement/ Prospectus shall contain the recommendation of the board of directors of Extensity in favor of the approval and adoption of this Agreement and the Merger.

      6.5.     Commercially Reasonable Efforts

      (a) Subject to the terms and conditions of this Agreement, Geac, GCI, Geac Sub and Extensity shall use their commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or appropriate under this Agreement and applicable Laws to complete the Merger and make effective the transactions contemplated by this Agreement including, without limitation: (i) satisfying the conditions to closing set forth in those sections over which they have control or influence, (ii) complying with HSR (if that is required) and responding as promptly as practicable to any inquiries received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, including any requests for additional information or documents, (iii) using commercially reasonable efforts to obtain or make all necessary governmental and private party consents, approvals, filings and waivers and (iv) using commercially reasonable efforts to remove any legal bar to the Merger.

      (b) Notwithstanding anything to the contrary in this Agreement, none of Geac, Extensity or any of their respective Subsidiaries shall be required to: (i) divest, hold separate or license any business, product line or assets, (ii) take any action or accept any limitation that could reasonably be expected to have a Geac Material Adverse Effect or (iii) agree to any of the foregoing in order to effect or facilitate the Merger. Nor shall anything in this Agreement require any Party to waive any condition to its obligation to complete the Merger.

      6.6.     Public Announcements. Before issuing any press release or otherwise making any public statement with respect to this Agreement or the Merger, Geac, GCI, Geac Sub and Extensity shall consult with each other as to its form and substance, and agree not to issue any such press release or general communication to employees or make any public statement before obtaining the consent of the other (which shall not be unreasonably withheld or delayed), except as may be required by applicable Law or by the rules and regulations of or listing agreement with the NASDAQ Stock Market or the TSX.

      6.7.     Notification of Certain Matters. Extensity shall promptly notify Geac, and Geac shall promptly notify Extensity, of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligation of the notifying Party to complete the Merger not to be fulfilled. Extensity shall give prompt notice to Geac, and Geac shall give prompt notice to Extensity, of any communication from any Person alleging that the consent of that Person is or may be required in connection with the Merger or any other transactions contemplated hereby, or to enable Geac or any Geac Subsidiary (including, after the Merger, the Extensity Subs) to conduct or continue the business of Extensity and the Extensity Subs after the Merger.

      6.8.     TSX Listing. Before the Effective Time, Geac shall file with the TSX an application for listing the Geac Common Shares issuable in the Merger and the Geac Common Shares that Geac would be required to issue if all the Lower-Price Extensity Options were exercised.

      6.9.     Resignation of Directors and Officers. Before the Effective Time, Extensity shall deliver to Geac, at no cost, the resignations of such directors and officers of Extensity and each Extensity Sub as Geac shall specify at least five Business Days before the Closing. The resignations shall be effective at the Effective Time.

      6.10.     SEC Filings. Extensity shall promptly deliver to Geac true and complete copies of each report and other document mailed by it to its security holders or filed by it with the SEC, in each case after August 26, 2002 and before the Effective Time. As of their respective dates, no such item, including the consolidated financial statements included therein (but excluding any information provided by Geac, GCI or Geac Sub, as to which Extensity makes no representation) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which it was made, not misleading. All such items

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shall comply in all material respects with all applicable requirements of Law. Each of the consolidated financial statements (including, in each case, any related notes) contained in such items: (i) shall comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC, (ii) shall be prepared in accordance with U.S. GAAP applied on a consistent basis as of the dates and throughout the periods involved and (iii) shall fairly present in all material respects the consolidated financial position of Extensity and the Extensity Subs as of the respective dates thereof and the consolidated results of their operations, cash flows and changes in stockholders’ equity for the periods indicated, except that the unaudited interim financial statements may be subject to normal and recurring year-end adjustments which are not expected to be material in amount and the unaudited interim financial statements shall not require notes.

      6.11.     Employee Matters

      (a) Unless Geac directs Extensity in writing to do otherwise at least five days before the Closing Date, Extensity shall take all action necessary to terminate the 401(k) profit sharing plan maintained for the benefit of Extensity’s employees effective at the Merger Record Date and contingent on the Closing (including, without limitation, adopting board resolutions terminating the plan and giving advance written notice to the plan participants of the termination), and to distribute the assets of the plan in compliance with ERISA and consistent with maintaining the plan’s qualified status under the Code.

      (b) As soon as is administratively practical after the Closing (expected, for at least certain employee benefit plans, to be January 1, 2003), Geac shall cause the employees of Extensity to be entitled to participate in the employee benefit plans and programs of Geac Enterprise Solutions, Inc., so that each such employee is eligible for benefits that are substantially similar in the aggregate to those provided to a similarly situated employee of that Geac Subsidiary (it being understood that inclusion of the employees of Extensity in those plans may occur at different times with respect to different plans and may be affected, in the case of individual employees, by special circumstances such as leaves of absence that, in accordance with those plans, preclude or delay participation in those plans). To the extent permitted under those benefit plans, Geac shall cause each such benefit plan to take into account, for purposes of eligibility and vesting, the service of such employees with Extensity or the Extensity Subs to the same extent such service would have been credited for such purposes under such benefit plans if the employees had been employed by a Geac Subsidiary during the time they were employed by Extensity.

6.12. Indemnification and Insurance

      (a) After the Merger, the certificate of incorporation and bylaws of the Surviving Corporation shall continue to contain provisions with respect to indemnification, advancement of defense expenses and exculpation that are substantially identical to those set forth in the certification of incorporation and bylaws of Extensity as of August 26, 2002. Those provisions shall not be repealed or amended for a period of six years after the Effective Time in any manner that would adversely affect the rights of any Indemnified Party, it being understood that nothing in this Section 6.12 or elsewhere in this Agreement shall prohibit Geac or the Surviving Corporation from effecting a merger of the Surviving Corporation into another entity, after the Effective Time, if the charter documents of the entity that survives that merger have similar provisions.

      (b) For a period of six years after the Effective Time, the Surviving Corporation or its successor, if any, shall maintain directors’ and officers’ liability insurance covering those persons who are, as of August 26, 2002, insureds under the directors’ and officers’ liability insurance policy maintained by Extensity as of August 26, 2002, with coverage in amount and scope in all material respects at least is favorable to such persons as Extensity’s existing coverage, provided that the total cumulative premium paid for that continuing insurance, irrespective of which entity or entities make the premium payments, shall not exceed USD 2.5 million.

      (c) Each Indemnified Party shall comply with the reasonable requests of the Surviving Corporation and Geac in defending or settling any action brought by or against Extensity, any Indemnified Party or any affiliate or former affiliate of Extensity for any act or omission that preceded the Merger (whether before

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or after August 26, 2002) including, without limitation, the securities class action pending as of August 26, 2002 against Extensity and others in the Federal District Court of the Southern District of New York.

ARTICLE VII

CONDITIONS TO THE OBLIGATIONS OF EACH PARTY

      The respective obligations of each Party to this Agreement to effect the Merger shall be subject to the fulfillment, on or before the Effective Time, of each of the following conditions, any one or more of which may be waived by all the Parties:

      7.1.     Registration Statement. The Registration Statement shall have become effective in accordance with the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect and no proceedings for such purpose shall be pending before or threatened by the SEC.

      7.2.     Extensity Stockholder Approval. This Agreement and the Merger shall have been adopted and approved at the Stockholder Meeting by holders, as of the Meeting Record Date, of a majority of the outstanding shares of Extensity Common Stock.

      7.3.     Listing of Additional Shares. The Geac Common Shares issuable in connection with the Merger and under the Lower-Price Extensity Options shall have been approved for listing on the TSX and no suspension of such approval shall have been ordered.

      7.4.     Governmental Clearances. The waiting period applicable to completion of the Merger under HSR, if any, shall have expired or been terminated and (other than the filing of the Certificate of Merger, which shall be accomplished as provided in Section 2.2) all other authorizations, consents, orders and approvals of, declarations and filings with, and expirations of waiting periods imposed by, any Government Entity or Law which, if not obtained or complied with, could have an Extensity Material Adverse Effect or a Geac Material Adverse Effect shall have been obtained or filed.

      7.5.     Statute or Decree. No writ, order, temporary restraining order, preliminary injunction or permanent injunction shall have been issued, enacted, entered, promulgated or enforced, by any Government Entity, which remains in effect and prohibits the completion of the Merger or otherwise makes it illegal, nor shall any Government Entity or other Person have instituted any Action which remains pending and which seeks to enjoin, restrain or prohibit the Merger.

ARTICLE VIII

CONDITIONS TO THE OBLIGATIONS OF

CERTAIN PARTIES

      8.1.     Additional Conditions To The Obligation Of Extensity. The obligation of Extensity to complete the Merger shall be subject to the fulfillment of each of the following additional conditions, any one or more of which may be waived by Extensity:

      (a) The representations and warranties of Geac, GCI and Geac Sub contained in this Agreement shall be true and correct as of the Effective Time (except to the extent such representations and warranties speak as of a specific date that is August 26, 2002 or earlier), with the same force and effect as if made at the Effective Time, except where the failure or failures to be true and correct, individually or in the aggregate (without regard to any qualifier as to materiality or Geac Material Adverse Effect contained in such representation and warranty) have not had and are not reasonably likely to have a “Geac Material Adverse Effect”.

      (b) Geac, GCI and Geac Sub shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by them before the Effective Time.

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      (c) Since August 26, 2002, there shall not have occurred any Geac Material Adverse Effect.

      (d) Geac, GCI and Geac Sub shall have furnished a certificate or certificates of Geac, GCI and Geac Sub executed on behalf of one or more of their respective officers to evidence compliance with the conditions set forth in Subsections 8.1(a), (b) and (c) and the accuracy of the representation and warranty contained in Subsection 5.11(a) as of the Effective Time.

      8.2.     Additional Conditions To The Obligations Of Geac, GCI and Geac Sub. The obligations of Geac, GCI and Geac Sub to complete the Merger shall be subject to the fulfillment of each of the following additional conditions, any one or more of which may be waived by Geac:

      (a) The representations and warranties of Extensity contained in this Agreement shall be true and correct as of the Effective Time (except to the extent such representations and warranties speak as of a specific date that is August 26, 2002 or earlier), with the same force and effect as if made at the Effective Time, except where the failure or failures to be true and correct, individually or in the aggregate (without regard to any qualifier as to materiality or Extensity Material Adverse Effect contained in such representation and warranty) have not had and are not reasonably likely to have an “Extensity Material Adverse Effect.”

      (b) Extensity shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or before the Effective Time.

      (c) Since August 26, 2002, there shall not have occurred any Extensity Material Adverse Effect.

      (d) Extensity shall have furnished a certificate of Extensity executed by two of its officers to evidence compliance with the conditions set forth in Subsections 8.2(a), (b) and (c). That certificate shall include a certification regarding Extensity’s customer and revenue pipeline referenced in the definition of “Extensity Material Adverse Effect”.

      (e) Holders of shares of Extensity Common Stock shall not have demanded an appraisal, under Section 262 of the Delaware Law, with respect to seven percent or more of the shares of Extensity Common Stock outstanding at the Meeting Record Date.

      (f) Exhibit B consists of a list of four Extensity employees who signed letters addressing their terms of employment applicable if and after the Merger closes. None of the persons identified on that list shall have expressed an intention: (i) not to continue (other than due to physical disability or other medical condition) their employment after the Merger closes or (ii) to continue their employment after the Merger closes only if one or more of those terms are modified.

ARTICLE IX

TERMINATION AND REMEDIES

      9.1.     Termination. This Agreement may be terminated at any time before the Effective Time, whether before or after the stockholders of Extensity have approved the Agreement and Merger:

      (a) by mutual written consent duly authorized by the boards of directors of Geac and Extensity;

      (b) by either Extensity alone or Geac alone, if a court of competent jurisdiction or other Government Entity shall have issued an order, decree, injunction or ruling, or taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or making the Merger unlawful, and that order, decree, injunction ruling or other action is final and nonappealable;

      (c) by Extensity alone or Geac alone, if: (i) a final vote was taken at the Stockholder Meeting on this Agreement and the Merger and the Extensity stockholders did not adopt and approve this Agreement and the Merger or (ii) the meeting was completed without a final vote having been taken and the meeting was not adjourned or postponed (provided that the right to terminate this Agreement

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under clause (i) or (ii) of this Subsection 9.1(c) shall not be available to Extensity, where the failure to obtain Extensity stockholder approval shall have been caused by the action or failure to act of Extensity, including by its board of directors and such action or failure constitutes a breach by Extensity of this Agreement);

      (d) by Geac alone, if an Extensity Triggering Event shall have occurred;

      (e) by Extensity alone, upon a breach of any representation, warranty or covenant on the part of Geac, GCI or Geac Sub set forth in this Agreement, or if any representation or warranty of Geac, GCI or Geac Sub shall have become untrue, in either case such that the conditions set forth in Subsection 8.1(a) or 8.1(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided that such inaccuracy in Geac’s, GCI’s or Geac Sub’s representations and warranties or breach by Geac, GCI or Geac Sub remains uncured on the date that is ten Business Days after written notice of such inaccuracy or breach from Extensity to Geac (it being understood that Extensity may not terminate this Agreement under this Subsection 9.1(e) if Extensity shall have materially breached this Agreement and Extensity remains in breach as of the date of the intended termination);

      (f) by Geac alone, upon a breach of any representation, warranty or covenant on the part of Extensity set forth in this Agreement, or if any representation or warranty of Extensity shall have become untrue, in either case such that the conditions set forth in Subsection 8.2(a) or 8.2(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided that such inaccuracy in Extensity’s representations and warranties or breach by Extensity remains uncured on the date which is ten Business Days after written notice of such breach or inaccuracy from Geac to Extensity (it being understood that Geac may not terminate this Agreement under this Subsection 9.1(f) if Geac, GCI or Geac Sub shall have materially breached this Agreement and Geac, GCI or Geac Sub remains in breach as of the date of the intended termination);

      (g) By Extensity alone if: (i) the Merger has not been completed by March 15, 2003 (the “End Date”) and (ii) (X) Geac would then be entitled to terminate this Agreement under Subsection 9.1(f) had Geac sent the notice called for by that subsection at least five Business Days before the End Date or (Y) Extensity is unwilling to close the Merger even though the conditions to its obligation to close the Merger have been satisfied or waived;

      (h) By Extensity alone: (i) if the Merger has not been completed by the End Date, (ii) Geac would then not be entitled to terminate this Agreement under Subsection 9.1(f) had Geac sent the notice called for by that subsection at least five Business Days before the End Date and (iii) Extensity would then not be entitled to terminate this Agreement under Subsection 9.1(e);

      (i) By Geac alone: (i) if the Merger has not been completed by the End Date and (ii) (X) Extensity would then be entitled to terminate this Agreement under Subsection 9.1(e) had Extensity sent the notice called for by that subsection at least five Business Days before the End Date or (Y) Geac, GCI and Geac Sub are unwilling to close the Merger even though the conditions to their obligations to close the Merger have been satisfied or waived;

      (j) By Geac alone: (i) if the Merger has not been completed by the End Date, (ii) Extensity would then not be entitled to terminate this Agreement under Subsection 9.1(e) had Geac sent the notice called for by that subsection at least five Business Days before the End Date and (iii) Geac would not then be entitled to terminate this Agreement under Subsection 9.1(e).

      (k) For the purposes of this Agreement, an “Extensity Triggering Event” shall be deemed to have occurred if: (i) the board of directors of Extensity or any committee of its board shall, for any reason, have withdrawn, amended or modified, in any manner adverse to Geac or to the prospects for completing the Merger, the board’s recommendation in favor of the adoption and approval of this Agreement and the Merger, (ii) Extensity shall have failed to include in the Proxy Statement/ Prospectus the recommendation of its board of directors in favor of the adoption and approval of this

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Agreement and the Merger, (iii) the Extensity board fails to reaffirm its recommendation in favor of the adoption and approval of this Agreement and the Merger within five days after Geac requests in writing that that recommendation be reaffirmed, (iv) the Extensity board or a committee of that board shall have approved or recommended any Extensity Acquisition Proposal or (v) a tender or exchange offer relating to any securities of Extensity shall have been commenced by a Person unaffiliated with Geac, and Extensity shall not have sent, to its security holders pursuant to Rule 14e-2 adopted under the Exchange Act within 10 Business Days after the tender or exchange offer is first published, sent or given, a statement disclosing that Extensity’s board of directors unanimously recommends rejection of the tender or exchange offer.

      9.2.     Notice and Effects of Termination. Any termination of this Agreement under Section 9.1 will be effective immediately upon the delivery of a valid written notice of the terminating Party to the other Party or Parties. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except as set forth in this Section 9.2, Sections 9.3 and 9.4, and Article X, each of which shall survive the termination of this Agreement. Moreover, termination shall not relieve any Party from liability for any breach of this Agreement or affect the obligations of the Parties set forth in the Confidentiality Agreement.

      9.3.     Fees and Expenses. Except as set forth in the next sentence and in Section 9.4, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring the expenses, whether or not the Merger is completed. However, Geac and Extensity shall share equally: (i) all fees and expenses, other than attorneys’ and accountant’s fees and expenses incurred in the printing, filing and mailing of the Proxy Statement/ Prospectus (including any preliminary materials) and the Registration Statement (including financial statements and exhibits) and any amendments or supplements, and (ii) all filings and other fees payable to Government Entities (for example, under HSR) in connection with the authorizations, consents, orders, approvals, declarations and filings referenced in Section 7.4.

      9.4.     Liquidated Damages and Termination Fee

      (a) Subsections 9.4(b) and (c) require the payment of a specified amount, as liquidated damages or a termination fee, under the circumstances specified in those subsections. The Parties have agreed to those arrangements because: (i) they believe that the damages and other adverse consequences likely to be suffered by them under the circumstances specified in those subsections would be difficult to calculate, (ii) they believe that the remedies and consequences provided in those subsections represent a reasonable estimate, as of August 26, 2002, of the damages or other adverse consequences likely to be suffered by them under the circumstances specified, (iii) they wish to obviate the need to prove the actual amount of such damages or other adverse consequences and (iv) they desire to achieve certainty regarding remedies and consequences. Accordingly, Subsections 9.4(b) and (c) represent the sole remedies and sole consequences, monetary or otherwise, for the matters referenced in those subsections. This Section 9.4 is an integral part of this Agreement. Without this Section 9.4, the Parties would not have entered into this Agreement.

      (b) If this Agreement is terminated under Subsection 9.1(c), (d), (f) or (g), then, within ten Business Days after the date of that termination, Extensity shall pay Geac USD1.5 million, plus an amount payable in U.S. dollars equal to Geac’s, GCI’s and Geac Sub’s fees and expenses otherwise paid or payable by Geac, GCI and Geac Sub under Section 9.3, in immediately available funds. If any of those fees and expenses are payable or were paid by Geac, GCI or Geac Sub in Canadian dollars, they shall converted, for purposes of this Subsection 9.4(b), into U.S. dollars at the exchange rate for the eighth of those ten Business Days, quoted for that eighth Business Day, in The Wall Street Journal.

      (c)     If this Agreement is terminated under Subsection 9.1(e) or (i), then, within ten Business Days after the date of that termination, Geac shall pay Extensity USD1.5 million, plus an amount payable in U.S. dollars equal to Extensity’s fees and expenses otherwise paid or payable by Extensity under Section 9.3, in immediately available funds.

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ARTICLE X

MISCELLANEOUS

      10.1.     Survival of Representations and Warranties. The representations and warranties of the Parties shall not survive the Closing.

      10.2.     Amendment and Modification. Subject to applicable Law, this Agreement may be amended, modified or supplemented only by a written agreement of Geac, GCI, Geac Sub and Extensity at any time before to the Effective Time. However, after adoption and approval of this Agreement and the Merger by the stockholders of Extensity, no such amendment, modification or supplement shall have any of the effects set forth in Section 251(d) of the Delaware Law unless Extensity’s stockholders approve that amendment, modification or supplement.

      10.3.     Waiver and Consents. Any failure of Geac, GCI or Geac Sub, on the one hand, or Extensity, on the other hand, to comply with any provision of this Agreement may be waived by Extensity (with respect to any failure by Geac, GCI or Geac Sub) or by Geac (with respect to any failure by Extensity), respectively, only by a written instrument signed by the Party granting the waiver. However, a waiver or failure to insist upon strict compliance with a provision in this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent failure to comply with that provision or any other provision of this Agreement. Whenever this Agreement requires or permits a consent by any Party, that consent shall be given in writing in a manner and with the same effects as for a waiver, as set forth in this Section 10.3.

      10.4.     Investigations. Nothing learned or known by any Party, whether by virtue of its or its representatives’ due diligence or otherwise, shall diminish, eliminate, undercut or waive any representation or warranty of any other Party contained in this Agreement or in any certificate or other document delivered before or at the Closing. Rather, the accuracy of those representations and warranties are solely the responsibility of the Party giving them. Information discovered or discoverable in due diligence or otherwise known shall not diminish that responsibility because, among other reasons, the Parties have decided to avoid the costs and uncertainty associated with litigating whether certain information was discovered in fact or could or should have been discovered.

      10.5.     Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered personally by overnight courier or similar means, or sent by facsimile with written confirmation of receipt, to the Parties at the addresses specified below or to such other address for a Party as shall be specified by like notice. Any such notice shall be effective upon receipt, if personally delivered, or on the next Business Day following transmittal if sent by confirmed facsimile. Notices shall be delivered as follows:

if to Geac, GCI or Geac Sub:

Geac Computer Corporation Limited

11 Allstate Parkway, Suite 300

Markham, Ontario L3R 9T8

Canada

Telephone: (905) 940-3704

Facsimile:  (905) 940-3722

Attention:  Paul Birch

with a copy to:

Blake Cassels & Graydon LLP

Commerce Court West

199 Bay Street, Suite 2800

Toronto, Ontario M5L 1A9

Telephone: (416) 863-2965

Facsimile:  (416) 863-2653

Attention:  Craig Thorburn

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with a copy to:

Heller Ehrman White & McAuliffe LLP

333 Bush Street

San Francisco, California 94104-2878

Telephone: (415) 772-6134

Facsimile:  (415) 772-6268

Attention:  Dan Titelbaum

if to Extensity

Extensity, Inc.

2200 Powell Street, Suite 300

Emeryville, California 94608

Telephone: (510) 594-4604

Facsimile:  (510) 596-8802

Attention:  Bob Spinner

with a copy to:

Cooley Godward LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, California 94306-2155

Telephone: (650) 843-5103

Facsimile:  (650) 745-7391

Attention:  Jim Fulton

      10.6.     Assignment and Third Party Beneficiaries. Neither this Agreement nor any right, interest or obligation under this Agreement shall be assigned or delegated by any Party without the prior written consent of the other Parties. This Agreement shall be binding upon the Parties’ respective successors and permitted assigns. Except as provided in the next sentence, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and any such successor or permitted assign of a Party. However, the Indemnified Parties shall be entitled to enforce Section 6.12.

      10.7.     Governing Law. This Agreement shall be governed by the laws of the State of Delaware without reference to its principles of conflicts of law.

      10.8.     Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be treated as an original but all of which together shall constitute one and the same instrument.

      10.9.     Severability. If any provision of this Agreement is finally determined to be invalid, illegal or unenforceable in any respect, it shall be adjusted, if possible, to effect the original intention of the Parties as nearly as is possible. The validity, legality and enforceability of the remaining provisions of this Agreement shall be unaffected by that determination unless, and then only to the extent strictly necessary in order to accommodate, the deletion or adjustment of the provision that was determined to be invalid, illegal or unenforceable.

      10.10.     Interpretation. The article and section headings in this Agreement are principally for the purpose of reference and shall not, by themselves, affect the meaning or interpretation of this Agreement.

      10.11.     Entire Agreement. This Agreement and the other documents signed and dated as of August 26, 2002, including the exhibits hereto and thereto, and the Extensity Disclosure Statement and the Geac Disclosure Statement, embody the entire agreement and understanding of the Parties respecting their subject matter. However, effective as of the date of this Agreement, this Agreement supersedes the Original Agreement (but not the exhibits to the Original Agreement, the Extensity Disclosure Statement or the Geac Disclosure Statement) and the First Amended Agreement. There are no representations, promises, warranties, covenants or undertakings, other than those expressly set forth or referred to herein

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and therein. However, nothing in this Section 10.11 or elsewhere in this Agreement shall terminate or otherwise preempt the Strategic Alliance Agreement.

      IN WITNESS WHEREOF, Geac, GCI, Geac Sub and Extensity have caused this Agreement to be signed by their duly authorized officers as of the date that appears in the first paragraph of this Agreement.

GEAC COMPUTER CORPORATION LIMITED

By  /s/ PAUL D. BIRCH

Name: Paul D. Birch

Title:  President and Chief Executive Officer

GEAC COMPUTERS, INC.

By  /s/ PAUL D. BIRCH

Name: Paul D. Birch

Title:  President and Chief Executive Officer

CAGE ACQUISITION INC.

By  /s/ PAUL D. BIRCH

Name: Paul D. Birch

Title:  President and Chief Executive Officer

EXTENSITY, INC.

By  /s/ ROBERT A. SPINNER

Name: Robert A. Spinner

Title:  President and Chief Executive Officer

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ANNEX B

OPINION OF BROADVIEW INTERNATIONAL LLC

August 23, 2002

CONFIDENTIAL

Board of Directors

Extensity, Inc.

2200 Powell Street, Suite 300

Emeryville, CA 94608

Dear Members of the Board:

      We understand that Extensity, Inc. (“Extensity” or the “Company”), Geac Computer Corporation (“Geac” or “Parent”) and Cage Acquisition Inc., a wholly owned subsidiary of Parent (“Merger Sub”), propose to enter into an Agreement and Plan of Merger (the “Agreement”) pursuant to which, through the merger of Merger Sub with and into the Company (the “Merger”), each outstanding share of Company Common Stock will be exchanged, at the option of the holder thereof, for (i) US$1.75 cash (subject to adjustment as described in the Agreement) or (ii) 0.6264 of a share of Parent Common Stock (subject to adjustment as described in the Agreement). The Merger is intended to qualify as a taxable “qualified stock purchase” as defined in Section 338 of the United States Internal Revenue Code of 1986, as amended. The terms and conditions of the above-described Merger are more fully detailed in the Agreement.

      The aggregate amount of consideration receivable by holders of Company Common Stock in the Merger is referred to herein as the “Aggregate Consideration”. We have assumed with your permission that the Aggregate Consideration will be at least equal to $46,110,540, the aggregate amount of cash available to Company stockholders in the Merger (subject to any working capital adjustments as provided for under the Agreement).

      You have requested our opinion as to whether the Aggregate Consideration is fair, from a financial point of view, to holders of Company Common Stock.

      Broadview International LLC (“Broadview”) focuses on providing merger and acquisition advisory services to information technology (“IT”), communications and media companies. In this capacity, we are continually engaged in valuing such businesses, and we maintain an extensive database of IT, communications and media mergers and acquisitions for comparative purposes. We are currently acting as financial advisor to Extensity’s Board of Directors and will receive a fee from Extensity upon the successful conclusion of the Merger.

      In rendering our opinion, we have, among other things:

      1.) reviewed the terms of the Agreement in the form of the draft furnished to us by Parent legal counsel on August 22, 2002 (which, for the purposes of this opinion, we have assumed, with your permission, to be identical in all material respects to the final Agreement);

      2.) reviewed Extensity’s annual report on Form 10-K for the fiscal year ended December 31, 2001, including the audited financial statements included therein, and Extensity’s quarterly report on Form 10-Q for the period ended June 30, 2002, including the unaudited financial statements included therein;

      3.) reviewed certain internal historical financial and operating information relating to Extensity, prepared and furnished to us by Extensity management;

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      4.) participated in discussions with Extensity’s management concerning the operations, business strategy, current financial performance and prospects for Extensity;

      5.) discussed with Extensity’s management its view of the strategic rationale for the Merger;

      6.) reviewed the recent reported closing prices and trading activity for Company Common Stock;

      7.) compared certain aspects of Extensity’s financial performance with public companies we deemed comparable;

      8.) reviewed recent equity research analyst reports covering Extensity, including, without limitation, the CIBC World Markets July 17, 2002 equity research report covering the Company, including the quarterly projections through December 31, 2002 and annual projections through December 31, 2003 contained in the report;

      9.) analyzed available information, both public and private, concerning other mergers and acquisitions we believe to be comparable in whole or in part to the Merger;

      10.) reviewed Geac’s annual report for the fiscal year ended April 30, 2002, including the audited financial statements included therein;

      11.) reviewed certain internal financial and operating information relating to Geac, including quarterly and annual projections through April 30, 2004, prepared and furnished to us by Geac management;

      12.) participated in discussions with Geac management concerning the operations, business strategy, financial performance and prospects for Geac;

      13.) discussed with Geac management its view of the strategic rationale for the Merger;

      14.) reviewed the recent reported closing prices and trading activity for Parent Common Stock;

      15.) compared certain aspects of the financial performance of Geac with public companies we deemed comparable;

      16.) reviewed recent equity research analyst reports covering Geac;

      17.) analyzed the anticipated effect of the Merger on the future financial performance of the Parent;

      18.) assisted in negotiations and discussions related to the Merger among Extensity, Geac and their respective financial and legal advisors; and

      19.) conducted other financial studies, analyses and investigations as we deemed appropriate for purposes of this opinion.

      In rendering our opinion, we have relied, without independent verification, on the accuracy and completeness of all the financial and other information (including without limitation the representations and warranties contained in the Agreement) that was publicly available or furnished to us by Extensity, Geac or Geac’s advisors. With respect to the financial projections for Geac examined by us, we have assumed that they were reasonably prepared and reflected the best available estimates and good faith judgments of the management of Geac as to the future performance of Geac. With respect to the financial projections for the Company examined by us, we have assumed that they were reasonably prepared and reflected the best available estimates as to the future performance of the Company. We have neither made nor obtained an independent appraisal or valuation of any of Extensity’s assets.

      Based upon and subject to the foregoing, and subject to the limitations and assumptions below, we are of the opinion that the Aggregate Consideration is fair, from a financial point of view, to holders of Company Common Stock.

      This opinion is rendered solely with respect to the Aggregate Consideration, and we express no opinion as to the fairness or value of any particular form or combination of consideration available in the

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Merger to holders of Company Common Stock. Without limiting the foregoing, our opinion does not take into account any tax or other individual considerations that may impact a stockholder’s decision as to which form (or combination) of consideration to receive in the Merger.

      For purposes of this opinion, we have assumed that neither Extensity nor Geac is currently involved in any material transaction other than the Merger, other publicly announced transactions and those activities undertaken in the ordinary course of conducting their respective businesses. Our opinion is necessarily based upon market, economic, financial and other conditions as they exist and can be evaluated as of the date of this opinion, and any change in such conditions would require a reevaluation of this opinion. We express no opinion as to the price at which Parent Common Stock will trade at any time.

      This opinion speaks only as of the date hereof. It is understood that this opinion is for the information of the Board of Directors of Extensity in connection with its consideration of the Merger and does not constitute a recommendation to any holder of Company Common Stock as to how such holder should vote on the Merger or as to the form of consideration such holder should elect to receive in the Merger. This opinion may not be published or referred to, in whole or part, without our prior written permission, which shall not be unreasonably withheld. Broadview hereby consents to references to and the inclusion of this opinion in its entirety in the Proxy Statement/ Prospectus to be distributed to holders of Company Common Stock in connection with the Merger.

Sincerely,

Broadview International LLC

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ANNEX C

FORM OF VOTING AND PROXY AGREEMENT

      THIS VOTING AND PROXY AGREEMENT (this “Agreement”) is made and entered into as of August      , 2002 by and among GEAC COMPUTER CORPORATION LIMITED, a corporation governed by the Canada Business Corporations Act (“Geac”), CAGE ACQUISITION INC., a Delaware corporation that is wholly-owned by Geac (“Geac Sub”), and  (“Stockholder”). Geac, Geac Sub and Stockholder are each sometimes referred to as a “Party” and together as the “Parties”.

B A C K G R O U N D

      Geac, Geac Sub and Extensity, Inc., a Delaware corporation (“Extensity”), are entering into an Agreement and Plan of Merger as of the same date as this Agreement (as it may be amended, the “Merger Agreement”). The Merger Agreement contemplates the merger of Geac Sub into Extensity. In order for that merger to close, Extensity’s stockholders must adopt and approve the Merger Agreement and that merger. Stockholder owns shares of Extensity common stock [and is also a director/officer/both of Extensity]. Geac and Geac Sub were not prepared to enter into the Merger Agreement, unless Stockholder and certain other stockholders of Extensity signed this and similar agreements. Stockholder desires that Geac and Geac Sub enter into the Merger Agreement and for that reason is signing this Agreement. Capitalized terms used but not defined in this Agreement have the definitions assigned to them in the Merger Agreement.

ACCORDINGLY, THE PARTIES HEREBY AGREE AS FOLLOWS:

      1.     Voting. As of the date of this Agreement, Stockholder is: (a) the record and beneficial owner of that number shares of Extensity Common Stock as is indicated on the signature page of this Agreement, and (b) the beneficial, but not the record, owner of that number of shares of Extensity Common Stock as is indicated on the signature page of this Agreement. (Those shares of Extensity Common Stock that Stockholder owns of record as of the date of this Agreement and any other shares of Extensity Common Stock that Stockholder acquires record ownership of during the term of this Agreement are referred to as the “Record Shares”. Those shares of Extensity Common Stock that Stockholder beneficially owns as of the date of this Agreement and any other shares of Extensity Common Stock that Stockholder acquires beneficial, but not record, ownership of during the term of this Agreement are referred to as the “Beneficial Shares”. The Record Shares and the Beneficial Shares are collectively referred to as the “Shares”.) Before the Expiration Date (defined in Section 10.9), Stockholder (in Stockholder’s capacity as such) shall vote, or cause the vote of, all the Shares in favor of the adoption and approval of the Merger Agreement and the Merger, it being understood, however, that for any Shares held in a trust for which Stockholder is not the trustee (as shown on the exhibit to this Agreement), Stockholder shall be required (only) to use Stockholder’s best efforts to cause those Shares to be so voted. Stockholder (in stockholder’s capacity as such) shall also vote the Shares against any other extraordinary transaction such as another merger or a consolidation, business combination, reorganization, recapitalization, liquidation, sale or transfer of all or substantially all of the assets or more than 50% of the voting securities of Extensity or any Extensity Sub or any other change of control involving Extensity or any Extensity Sub (with the same character of covenant regarding any Shares held in such a trust).

      2.     Irrevocable Proxy. Stockholder hereby irrevocably appoints Geac as Stockholder’s proxyholder through the Expiration Date, with full power of substitution and resubstitution, to attend and act for and on behalf of Stockholder at the Stockholder Meeting or any other meeting of Extensity’s stockholders, and to act by written consent as a stockholder of Extensity, to vote the Shares in the following manner: (a) for the adoption and approval of the Merger Agreement and the Merger and (b) against any other extraordinary transaction such as another merger or a consolidation, business combination, reorganization, recapitalization, liquidation, sale or transfer of all or substantially all of the assets or more than 50% of the voting securities of Extensity or any Extensity Sub or any other change of control involving Extensity or any Extensity Sub. By signing this Agreement, Stockholder revokes any and all prior proxies given by

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Stockholder with respect to any Shares and shall promptly inform the holders of any such proxies in writing of that revocation, sending a copy to Geac. Stockholder shall not grant any other proxies with respect to any Shares before the Expiration Date. This proxy is irrevocable, is coupled with an interest and is granted in consideration of Geac and Geac Sub entering into the Merger Agreement. Stockholder agrees and acknowledges that none of Geac, Geac Sub or any of their successors, assigns, subsidiaries, employees, officers, directors, shareholders, agents or affiliates owe any duty to Stockholder or shall incur any liability of any kind whatsoever (including, without limitation, for any claims, losses, demands, causes of action, costs, expenses or attorneys’ fees) to Stockholder in connection with or as a result of any voting (or refraining from voting) any Shares. In addition, Stockholder acknowledges and agrees that, pursuant to this irrevocable proxy, Geac may vote the Shares to further its own interests and that Geac is not acting as a fiduciary for Stockholder. This irrevocable proxy shall survive, and shall not be terminated by, any act of Stockholder, operation of law or any other event such as the death, incapacity, disability or bankruptcy of Stockholder or the termination of any trust or estate for which Stockholder is acting as a fiduciary. This irrevocable proxy shall be binding upon the spouse (if any), heirs, personal representatives, successors and assigns of Stockholder.

      3.     Transfer Restrictions. Before the Expiration Date, Stockholder shall not directly or indirectly: (a) sell, transfer, assign, pledge, hypothecate, tender, encumber or otherwise dispose of any Shares or limit its right to vote any Shares in any manner, (b) agree to do any of the foregoing or (c) take any action that has or could have the effect of preventing or disabling Stockholder from performing any obligations under this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall prohibit a transfer of Extensity Common Stock by Stockholder: (i) if Stockholder is a natural person, to any member of his or her immediate family or upon his or her death, or (ii) if Stockholder is a partnership or limited liability company, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder, provided that, in case of both clause (i) and clause (ii), Stockholder first furnishes Geac with a written undertaking by the intended transferee in form and substance reasonably acceptable to Geac that the transferee will comply with this Agreement. Promptly after this Agreement is signed, Extensity shall deliver stop transfer instructions to its transfer agent respecting all the Shares that, before the Expiration Date, cannot be countermanded without both Extensity’s and Geac’s consent.

      4.     No Solicitation. Neither Stockholder nor any agent, representative or associate of Stockholder shall, directly or indirectly: (a) solicit, initiate, negotiate, encourage or induce the making, submission or announcement of any Extensity Acquisition Proposal or take any action or omit to take action, the taking or omission of which could reasonably be expected to lead to a Extensity Acquisition Proposal, (b) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Extensity Acquisition Proposal, (c) engage in any discussions with any Person with respect to any Extensity Acquisition Proposal, except as to the existence of these provisions or (d) approve, endorse or recommend any Extensity Acquisition Proposal, other than in strict accordance with the Merger Agreement and then only in Stockholder’s capacity as a [director/ officer/ both of Extensity]. Moreover, even if Extensity receives a Extensity Superior Offer, Stockholder shall continue to be bound by this Agreement including, without limitation, its Sections 1, 2 and 3. Stockholder shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person with respect to any of the foregoing. Stockholder shall immediately notify Geac, both orally and in writing, if any Person contacts Stockholder concerning any Extensity Acquisition Proposal.

      5.     Public Announcement. Stockholder shall not, in any capacity other than on behalf of Extensity and then only in accordance with the Merger Agreement, issue any press release or otherwise make any public statement with respect to this Agreement, the Merger or the Merger Agreement. Notwithstanding the foregoing, nothing in this Agreement shall prevent Stockholder from making any disclosures required by the SEC, the NASDAQ Stock Market or Law.

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      6.     Disclosure. Stockholder authorizes Geac, Geac Sub and Extensity to publish and disclose in any announcement or disclosure required by the SEC, the Ontario Securities Commission, the TSX, the NASDAQ Stock Market or applicable Law, Stockholder’s identity and ownership of the Shares and Stockholder’s commitments under this Agreement.

      7.     Representations and Warranties. Stockholder hereby represents and warrants to Geac and Geac Sub that, as of the date of this Agreement and as of the Effective Time:

      7.1.     Ownership. Stockholder has good and marketable title to, and is the sole legal, record and beneficial owner of, the Record Shares, free and clear of all liabilities, adverse claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever. Stockholder is also the sole legal and beneficial holder of the Beneficial Shares, free and clear of all Liens, except as shown on the exhibit to this Agreement.

      7.2.     Authorization. Stockholder has all requisite power, authority and legal capacity to execute and deliver this Agreement and to perform Stockholder’s obligations under this Agreement. Stockholder has the sole voting power and sole power of disposition with respect to the Shares, without restriction, except as shown on the exhibit to this Agreement. Stockholder confirms that, if Stockholder is married, Stockholder’s spouse consents to this Agreement in all respects. Stockholder has duly executed and delivered this Agreement. This Agreement is the legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application related to or affecting creditors’ rights and to general principles of equity.

      7.3.     No Violation. Neither the execution and delivery of this Agreement nor its performance by Stockholder will: (a) require Stockholder to file or register with, or obtain any permit, authorization, consent or approval or any Government Entity or other Person (other than any Schedule 13D filing required under the Exchange Act) or (b) violate, or cause a breach of or default under, any contract, Law, judgment, decree, writ or order to which Stockholder is a party or by which Stockholder or any of the Shares is bound or affected.

      7.4.     Adequate Information. Stockholder is a sophisticated investor and has had access to adequate information concerning the business, operations, financial condition and prospects of Extensity, the Extensity Subs, Geac and the Geac Subsidiaries to make an informed decision about the Merger Agreement, the Merger and this Agreement, and has independently and without reliance upon Geac, Geac Sub, Extensity or any Extensity Sub, based on such information as Stockholder deemed appropriate, made an independent analysis and decision to enter into this Agreement and support the Merger. Stockholder understands and acknowledges that the effectiveness of this Agreement (including, without limitation, its Sections 1 and 2) shall not be affected in any way by any events or circumstances that may occur after the date of this Agreement and before the Stockholder Meeting, or by any information disclosed after the date of this Agreement and before the Stockholder Meeting. Stockholder further understands and acknowledge that Stockholder will be bound by this Agreement even if, for example, a Extensity Superior Offer materializes. Stockholder understands and acknowledges that none of Geac, Geac Sub, Extensity and the Extensity Subs has made any representation or warranty, whether express or implied, of any kind or character, to Stockholder, and that Stockholder is not a third party beneficiary of the Merger Agreement.

      7.5.     No Setoff. Stockholder has no liability or obligation related to or in connection with the Shares, other than the obligations to Geac and Geac Sub set forth in this Agreement.

      8.     Specific Performance. Stockholder acknowledges that Geac and Geac Sub will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of Stockholder’s covenants contained in this Agreement. Accordingly, Stockholder agrees that, in addition to any other remedies that may be available to Geac and Geac Sub, Geac and Geac Sub shall have the right to injunctive relief to restrain any breach or threatened breach by Stockholder of any such covenant or otherwise to obtain specific performance of any of such covenant.

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      9.     Certain Litigation. Stockholder agrees to comply with the reasonable requests of Geac and Extensity in defending or settling any action brought by or against Extensity, Stockholder or any other affiliate or former affiliate of Extensity for any act or omission that preceded the Merger (whether before or after the date of this Agreement) including, without limitation, the securities class action currently pending against Extensity and others in the Federal District Court for the Southern District of New York.

      10.     Miscellaneous

      10.1.     Amendment and Modification. This Agreement contains the entire understanding, both oral and written, of the Parties and supersedes any and all prior agreements and understandings with respect to its subject matter. This Agreement may be amended, modified or supplemented only by a written agreement of Geac, Geac Sub and Stockholder.

      10.2.     Waiver and Consents. Any failure of Stockholder to comply with any provision of this Agreement may be waived by Geac or Geac Sub only by a written instrument signed by Geac granting the waiver. However, a waiver or failure to insist upon strict compliance with a provision in this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent failure to comply with that provision or any other provision of this Agreement. Whenever this Agreement requires or permits a consent by any Party, that consent shall be given in writing in a manner and with the same effects as for a waiver, as set forth in this Section 10.2.

      10.3.     Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign any rights under this Agreement or delegate any obligations under this Agreement without the prior written consent of the other Parties.

      10.4.     Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered personally, by overnight courier or similar means, or sent by facsimile with written confirmation of receipt, to the Parties at the addresses specified below or to such other address for a Party as shall be specified by like notice. Any such notice shall be effective upon receipt, if personally delivered, or on the next Business Day following transmittal if sent by confirmed facsimile. Notices shall be delivered as follows:

      If to Geac or Geac Sub:

Geac Computer Corporation Limited

11 Allstate Parkway, Suite 300

Markham, Ontario L3R 9T8

Canada

Telephone: (905) 940-3704

Facsimile: (905) 940-3722

Attention: Paul Birch

with a copy to:

Blake Cassels & Graydon LLP

Commerce Court West

199 Bay Street, Suite 2800

Toronto, Ontario M5L 1A9

Telephone: (416) 863-2965

Facsimile  (416) 863-2653

Attention: Craig Thorburn

and a copy to:

Heller Ehrman White & McAuliffe LLP

333 Bush Street

San Francisco, California 94104-2878

Telephone: (415) 772-6134

Facsimile: (415) 772-6268

Attention: Dan Titelbaum

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If to Stockholder:

Telephone: (       )        -          

Facsimile: (       )        -          

Attention:

      10.5.     Governing Law. This Agreement shall be governed by the laws of the State of Delaware without reference to its principles of conflicts of law.

      10.6.     Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be treated as an original but all of which together shall constitute one and the same instrument.

      10.7.     Severability. If any provision of this Agreement is finally determined to be invalid, illegal or unenforceable in any respect, it shall be adjusted, if possible, to effect the original intention of the Parties as nearly as is possible. The validity, legality and enforceability of the remaining provisions of this Agreement shall be unaffected by that determination unless, and then only to the extent strictly necessary in order to accommodate, the deletion or adjustment of the provision that was determined to be invalid, illegal or unenforceable.

      10.8.     Interpretation. The section headings in this Agreement are principally for the purpose of reference and shall not, by themselves, affect the meaning or interpretation of this Agreement.

      10.9.     Term. This Agreement shall terminate upon the earlier of: (i) the closing of the Merger and (ii) the termination of the Merger Agreement pursuant to its Section 9.1 (the date and time of such termination being referred to in this Agreement as the “Expiration Date”). After such a termination, this Agreement shall be void and of no further force or effect, provided that: (iii) the termination of this Agreement shall not relieve any Party from liability for any breach of this Agreement before its termination, (iv) Sections 7 and 10 of this Agreement shall continue in effect after the termination of this Agreement, and (v) Section 9 of this Agreement shall continue in effect if and after the Merger closes.

      10.10.     Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit or restrict: (a) Stockholder from acting in Stockholder’s capacity as a director or officer of Extensity, if Stockholder is such a director or officer, or (b) any representative of Stockholder on Extensity’s board of directors from acting in his capacity as a director of Extensity (it being understood, for purposes of both clause (a) and (b), that this Agreement shall apply to Stockholder solely in Stockholder’s capacity as a stockholder of Extensity) or (c) voting any Shares in Stockholder’s sole discretion on any matter other than those referred to in Section 1 of this Agreement.

      10.11.     Expenses and Enforcement. Each Party shall pay its own costs and expenses incurred in connection with this Agreement. However, if any Party seeks to enforce any rights under this Agreement, whether through formal proceedings or otherwise, the Party or Parties that substantially prevail shall be entitled to reimbursement for its or their costs and expenses incurred in that effort including, without limitation, its or their reasonable attorneys’ fees and costs.

      10.12.     Further Assurances. Stockholder (in Stockholder’s capacity as such) shall execute and deliver any additional documents, and take any other actions, reasonably requested by Geac to carry out the purposes and intent of this Agreement.

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      IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date that appears in its first paragraph.

GEAC COMPUTER CORPORATION LIMITED

By 

Name 

Title 

Cage Acquisition Inc.

By 

Name 

Title 

[Stockholder]

Name 

Shares of Extensity Common Stock held of

record:                                    

Shares of Extensity Common Stock beneficially owned:                                    

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EXHIBIT

Information regarding record ownership of Shares that Stockholder does not hold of record:

Information regarding Shares held in trust:

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ANNEX D

FORM OF LOCK-UP AGREEMENT

      THIS IS A LOCK-UP AGREEMENT (this “Agreement”) made and entered into as of August      , 2002 by and between GEAC COMPUTER CORPORATION LIMITED, a corporation governed by the Canada Business Corporations Act (“Geac”), and                     (“Stockholder”). Geac and Stockholder are each sometimes referred to as a “Party” and together as the “Parties”.

B A C K G R O U N D

      Geac, Cage Acquisition Inc., a Delaware corporation that is wholly-owned by Geac (“Geac Sub”), and Extensity, Inc., a Delaware corporation, are entering into an Agreement and Plan of Merger as of the same date as this Agreement (as it may be amended, the “Merger Agreement”). The Merger Agreement contemplates the merger of Geac Sub into Extensity. Stockholder owns shares of Extensity common stock and is also a [director/officer/both] of Extensity. In addition, Stockholder may be considered an “affiliate” of Extensity, as that term is defined for purposes of paragraph (c) of Rule 145 adopted by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended. If and when the Merger is completed, Stockholder may receive Geac common shares in exchange for some or all of Stockholder’s shares of Extensity common stock. Geac and Geac Sub were not prepared to enter into the Merger Agreement, unless Stockholder and certain other stockholders of Extensity signed this and similar agreements. Stockholder has carefully read this Agreement and has discussed (or had an opportunity to discuss) its requirements and implications with Stockholder’s legal counsel. Because Stockholder desires that Geac enters into the Merger Agreement, Stockholder is signing this Agreement. Capitalized terms used but not defined in the balance of this Agreement have the definitions assigned to them in the Merger Agreement.

ACCORDINGLY, THE PARTIES HEREBY AGREE AS FOLLOWS:

      1.     Securities Act Restrictions. Stockholder shall not sell, transfer or otherwise dispose of any common shares of Geac received by Stockholder in the Merger or any other security issued by Geac in exchange for any of such shares or in respect to any of such shares (“Geac Common Shares”) in violation of the Securities Act. Stockholder understands that any issuance of Geac Common Shares to Stockholder in the Merger is expected to be registered under the Securities Act on a Registration Statement on Form F-4. However, Stockholder also understands that Stockholder may not sell, transfer or otherwise dispose of any Geac Common Shares except in certain circumstances. That is because, at the time of the Stockholder Meeting, Stockholder may be considered an Affiliate of Extensity and because the distribution by Stockholder of Geac Common Shares has not been registered under the Securities Act. Accordingly, Stockholder may not sell, transfer or otherwise dispose of any Geac Common Stock issued to Stockholder in the Merger unless: (a) the sale, transfer or other disposition has been registered under the Securities Act, (b) the sale, transfer or other disposition is made in conformity with the volume, holding period and other applicable limitations imposed by or through Rule 145 under the Securities Act, (c) in the opinion of counsel reasonably acceptable to Geac (it being understood that the law firm of Cooley Godward LLP is deemed to be reasonably acceptable to Geac), the sale, transfer or other disposition is otherwise exempt from registration under the Securities Act, or (d) an authorized representative of the SEC takes a position in writing, reasonably acceptable to Geac, to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written position (a “No Action Correspondence”) is delivered to Geac. Stockholder understands that Geac will be under no obligation to register the sale, transfer or other disposition of any Geac Common Shares by Stockholder or on Stockholder’s behalf under the Securities Act or to take any other action necessary in order to make any exemption from registration available to Stockholder.

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      2.     Contractual Restriction. In addition, as a contractual matter, Stockholder shall not sell, transfer or otherwise dispose of any Geac Common Shares even if the requirements of Section 1 of this Agreement have been satisfied, except as follows: (a) on the day after the three month anniversary of the Effective Time, Stockholder may sell, transfer or otherwise dispose of 16.7% of the Geac Common Shares, and (b) on the day after each subsequent monthly anniversary of the Effective Time, the Stockholder may sell, transfer or otherwise dispose of up to an additional 16.7% of the Geac Common Shares following each monthly anniversary. Stockholder may only sell, transfer or otherwise dispose of the Geac Common Shares as set out in this Section 2 if the provisions of Section 1 are met.

      3.     Stop Transfer Instructions and Legend. Stockholder understands and agrees that stop transfer instructions will be given to Geac’s transfer agent with respect to the Geac Common Shares owned by Stockholder. In addition, Stockholder understands and agrees that Geac will cause substantially the following legend to be placed on all certificates representing Geac Common Shares held by Stockholder:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH A LOCK-UP AGREEMENT DATED AUGUST, 2002 BETWEEN THE HOLDER OF THE SECURITIES AND GEAC COMPUTER CORPORATION LIMITED. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF GEAC COMPUTER CORPORATION LIMITED.”

The legend shall be removed by delivery of substitute certificates without the legend, if Stockholder delivers to Geac a written request to remove the legend and such Geac Common Stock is no longer subject to the contractual transfer restrictions set forth at Section 2 of this Agreement and either (a) Stockholder has furnished Geac with reasonably satisfactory evidence and representations that the securities represented by the certificate are being or have been sold, transferred or otherwise disposed of in accordance with clause (a) or (b) of Section 1 above or (b) Stockholder has delivered to Geac the opinion contemplated by clause (c) of Section 1 above, in written form addressed to Geac and obtained at the cost of Stockholder, or (c) Stockholder has delivered to Geac the No Action Correspondence contemplated by clause (d) of Section 1 above, obtained at the cost of Stockholder.

      4.     Specific Performance. Stockholder acknowledges that Geac may be irreparably harmed and that there will be no adequate remedy at law for a breach of any of Stockholder’s promises contained in this Agreement. Accordingly, Stockholder agrees that, in addition to any other remedies that may be available to Geac, Geac shall be entitled to injunctive relief to restrain any breach or threatened breach of any such promise or otherwise to obtain specific performance of any of such promise.

      5.     Miscellaneous

      5.1.     Amendment and Modification. This Agreement contains the entire understanding, both oral and written, of the Parties. It supersedes any and all prior agreements and understandings with respect to its subject matter. This Agreement may be amended, modified or supplemented only by a written agreement of Geac and Stockholder.

      5.2.     Waiver. Any failure of Stockholder to comply with any provision of this Agreement may be waived by Geac only by a written instrument signed by Geac granting the waiver. However, a waiver or failure to insist upon strict compliance with a provision in this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent failure to comply with that provision or any other provision of this Agreement.

      5.3.     Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered personally, by overnight courier or similar means, or sent by facsimile with written confirmation of receipt, to the other Party at the applicable address specified below or to such other address for a Party as shall be specified by like notice. Any such notice shall be effective upon receipt, if

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personally delivered, or on the next Business Day following transmittal if sent by confirmed facsimile. Notices shall be delivered as follows:

      If to Geac:

Geac Computer Corporation Limited

11 Allstate Parkway, Suite 300

Markham, Ontario L3R 9T8

Canada

Telephone: (905) 940-3704

Facsimile: (905) 940-3722

Attention: Paul Birch

If to Stockholder:

Telephone: (       )        -          

Facsimile: (       )        -          

Attention: 

      5.4.     Governing Law. This Agreement shall be governed by the laws of the State of Delaware without reference to its principles of conflicts of law.

      5.5.     Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be treated as an original but all of which together shall constitute one and the same instrument.

      5.6.     Severability. If any provision of this Agreement is finally determined to be invalid, illegal or unenforceable in any respect, it shall be adjusted, if possible, to effect the original purposes of this Agreement as nearly as is possible. The validity, legality and enforceability of the remaining provisions of this Agreement shall be unaffected by that determination unless, and then only to the extent strictly necessary in order to accommodate, the deletion or adjustment of the provision that was determined to be invalid, illegal or unenforceable.

      5.7.     Expenses and Enforcement. Each Party shall pay its own costs and expenses incurred in connection with this Agreement. However, if either Party seeks to enforce any rights under this Agreement, whether through formal proceedings or otherwise, the Party that substantially prevails shall be entitled to reimbursement for that costs and expenses incurred in that effort including, without limitation, that Party’s reasonable attorneys’ fees and costs.

      5.8.     Further Assurances. Stockholder shall execute and deliver any additional documents and take any other actions, reasonably requested by Geac, to carry out the purposes and intent of this Agreement.

      5.9.     Spousal Consent. Stockholder confirms that, if Stockholder is married, Stockholder’s spouse consents to this Agreement in all respects.

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      IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date that appears in its first paragraph.

GEAC COMPUTER CORPORATION LIMITED

By 

Name 

Title 

[Stockholder]

Name 

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ANNEX E

APPRAISAL RIGHTS

DELAWARE GENERAL CORPORATIONS LAW SECTION 262

SEC. 262.     APPRAISAL RIGHTS.

      (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to §228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

      (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to §251 (other than a merger effected pursuant to §251(g) of this title), §252, §254, §257, §258, §263 or §264 of this title:

      (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of §251 of this title.

      (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

      a.     Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

      b.     Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;

      c.     Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or

      d.     Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

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      (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under §253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

      (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

      (d) Appraisal rights shall be perfected as follows:

      (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

      (2) If the merger or consolidation was approved pursuant to §228 or §253 of this title, then, either a constituent corporation before the effective date of the merger or consolidation, or the surviving or resulting corporation within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given,

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provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

      (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder’s written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later.

      (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

      (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

      (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may

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participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

      (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

      (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

      (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just.

      (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.      Indemnification of Directors and Officers

      Article 9 of Geac’s bylaws provides that Geac shall indemnify its officers and directors to the extent permitted by the Canada Business Corporations Act. The Canada Business Corporations Act provides that a corporation may advance monies to a director, or officer or other individual for the costs, charges and expenses of a proceeding for which the corporation is permitted to indemnify such a person. The individual shall repay such monies if he or she does not fulfill the conditions for indemnification. Under the Canada Business Corporations Act, a corporation may indemnify a director or officer, a former director or officer or a person who acts or acted at the corporation’s request as a director or officer of another body corporate referred to as an “indemnifiable person”, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, investigative or administrative action or proceeding in which the indemnifiable person is involved because of their association with the corporation or such body corporate, if he or she was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and: (i) he or she acted honestly and in good faith with a view to the best interests of such corporation; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. An indemnifiable person is entitled under the Canada Business Corporations Act to such indemnity from the corporation if he or she was substantially successful on the merits in his or her defense of the action or proceeding and fulfilled the conditions set out in (i) and (ii) above. A corporation may, with the approval of a court, also indemnify an indemnifiable person in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favor, to which such person is made a party by reason of being or having been a director or an officer of the corporation or body corporate, if he or she fulfills the conditions set forth in (i) and (ii), above.

Item 21.      Exhibits and Financial Statement Schedules

      (a) Exhibits

Exhibit
No.		Description
	2.1	Amended and Restated Agreement and Plan of Merger by and among Geac Computer Corporation Limited, Cage Acquisition Inc., Geac Computers, Inc. and Extensity, Inc., dated as of February 4, 2003, included as Annex A to the proxy statement/prospectus included as part of this registration statement.
	3.1	Restated Certificate and Articles of Incorporation of Geac.
	3.2	Bylaws of Geac.
	4.1	Specimen certificate for Common Shares of Geac.
	4.2	Geac Shareholder Protection Rights Agreement dated March 15, 2000.
	5.1	Opinion of Blake Cassels & Graydon LLP.
	8.1	Tax opinion of Heller Ehrman White & McAuliffe LLP.
	10.1	Form of Voting and Proxy Agreement between Geac, Cage Acquisition Inc. and each of Hummer Winblad Venture Partners II LP, Hummer Winblad Venture Partners III LP, Elizabeth Ireland, Kleiner Perkins Caufield & Byers VIII, KPCB Java Fund LP, The Sasson Family Trust u/d/t 12/28/94, Donald E. Smith & Jeanine M. Smith Living Trust ua 1/24/97, The Spinner Family Trust ua 8/03/99, David Yarnold and John Hummer, included as Annex C to the proxy statement/prospectus included as part of this registration statement.

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Exhibit
No.		Description
	10.2	Form of Lock-Up Agreement between Geac, Cage Acquisition Inc. and each of KPCB Information Sciences Zaibatsu Fund II, Mark Oney and Gail Oney, David Reed, The Sasson Family Trust u/d/t 12/28/94, Ted Schlein, Donald Smith, Donald E. Smith & Jeanine M. Smith Living Trust ua 1/24/97, The Spinner Family Trust ua 8/3/99, David Yarnold, Christopher Brennan, Kenneth Hahn, Kenneth Hahn and Heather Hahn, John Hummer, Hummer Winblad Venture Partners II LP, Hummer Winblad Venture Partners III LP, Elizabeth Ireland, Kleiner Perkins Caufield & Byers VIII, KPCB VIII Founders Fund, KPCB Java Fund LP, included as Annex D to the proxy statement/prospectus included as part of this registration statement.
	10.3	Geac Stock Option Plan V.
	10.4	Geac Stock Option Plan VI.
	10.5	Geac Employee Stock Purchase Plan.
	10.6	Agreement for Sale and Purchase of the Entire Issued Share Capitals of Geac Computers Limited, Geac Computer GmbH and the Management Data Subsidiaries dated July 13, 2000.
	10.7	Lease dated February 28, 1989 between Guarsel Partnership and Geac Canada Limited for property at 11 Allstate Parkway, Markham, Ontario, L3R 9T8.
	10.8	Lease Amending Agreement dated September 15, 1989 between Guarsel Partnership and Geac Canada Limited.
	10.9	Lease Amending Agreement dated November 1, 1990 between The Prudential Assurance Company Limited, Geac Canada Limited and Geac.
	10.10	Letter Agreement Amending Lease dated April 14, 1993 between Prudential Paramet Real Estate Services Limited and Geac Canada Limited.
	10.11	Extension Agreement dated May 20, 1993 between the Prudential Assurance Company Limited and Geac Canada Limited.
	10.12	Letter Agreement dated August 17, 2001 between GWL Realty Advisors Inc., on behalf of the landlord, and Geac Canada Limited.
	10.13	Employment Agreement dated December 4, 2001 between Geac and Charles S. Jones.
	10.14	Employment Agreement dated July 9, 2001 between Geac and Paul D. Birch.
	10.15	Employment Agreement dated July 9, 2001 between Geac and Paul D. Birch.
	10.16	Amendment to Employment Agreement dated July 10, 2001 between Geac and Paul D. Birch.
	10.17	Employment Agreement dated April 27, 2001 between Geac and Arthur Gitajn.
	10.18	Amendment to Employment Agreement dated January 3, 2002 between Geac and Arthur Gitajn.
	10.19	Employment Agreement dated October 25, 2002 between Geac Computers, Inc. and Jim McDevitt.
	10.20	Employment Agreement dated November 25, 2002 between Geac, Geac Computers, Inc. and Timothy Wright.
	10.21	Option and Change in Control Agreement dated September 6, 2000 between Geac and Bertrand Sciard.
	10.22	Employment Contract dated January 1, 2000 between Geac and Bertrand Sciard.
	10.23	Employment Agreement dated February 19, 2002 between Geac and John L. Sherry, III.
	10.24	Option and change in control agreement dated September 29, 2000 between Geac and Hema Anganu.
	10.25	Employment Agreement dated June 20, 2002 between Geac, Geac Enterprise Solutions, Inc. and James M. Travers.
	21.1	List of subsidiaries of Geac.
	23.1	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1).
	23.2	Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 8.1).
	23.3	Consent of Broadview International LLC (included in Annex B to the proxy statement/prospectus included in this registration statement).

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Exhibit
No.		Description
	23.4	Consent of PricewaterhouseCoopers LLP as to its audit report on the financial statements of Geac.
	23.5	Consent of PricewaterhouseCoopers LLP as to its audit report on the financial statements of Extensity.
	24.1	Power of Attorney (contained in the signature page of this registration statement).
	99.1	Form of Proxy Card of Extensity.
	99.2	Form of Election and Letter of Transmittal.
	99.3	Affidavit of Lost or Destroyed Certificates.
	99.4	Form of Notice of Guaranteed Delivery.
	99.5	Extensity Amended and Restated 2000 Nonstatutory Stock Option Plan.
	99.6	Extensity 1996 Stock Option Plan (as amended October 1999).

      (b) Financial Statement Schedules

      Financial statement schedules have been omitted because they are inapplicable or the required information is shown in the consolidated financial statements of Geac and the notes therein.

      (c) Fairness Opinion

      The opinion of Broadview International LLC is attached as Annex B to the proxy statement/prospectus included in this registration statement.

Item 22.      Undertakings

(a) The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

   (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the

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	securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering, Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(b)(1)	The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)  The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-4

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Markham, on this 6th day of February, 2003.

GEAC COMPUTER CORPORATION LIMITED

By:  /s/ PAUL D. BIRCH

Paul D. Birch

President and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints Paul D. Birch and Arthur Gitajn, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this registration statement, and an subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act (a “Rule 462(b) registration statement”) and any and all pre-or post-effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing which they, or any of them, may deem necessary or advisable to be done in connection with this registration statement or any Rule 462(b) registration statement, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent or any of them, or substitutes for any or all of them, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the indicated capacities as of February 6, 2003.

Signature	Title
/s/ PAUL D. BIRCH Paul D. Birch	President and Chief Executive Officer, Director and Authorized Representative in the United States (principal executive officer)
/s/ ARTHUR GITAJN Arthur Gitajn	Chief Financial Officer (principal financial officer and principal accounting officer)
/s/ CHARLES S. JONES Charles S. Jones	Chairman of the Board of Directors
/s/ THOMAS I.A. ALLEN, Q.C. Thomas I.A. Allen, Q.C.	Director
/s/ DAVID FRIEND David Friend	Director

II-5

Signature	Title
/s/ C. KENT JESPERSEN C. Kent Jespersen	Director
/s/ PIERRE MACDONALD Pierre MacDonald	Director
/s/ MICHAEL D. MARVIN Michael D. Marvin	Director
/s/ WILLIAM G. NELSON William G. Nelson	Director
/s/ ROBERT L. SILLCOX Robert L. Sillcox	Director

II-6

EXHIBIT INDEX

Exhibit
No.		Description
	2.1	Amended and Restated Agreement and Plan of Merger by and among Geac Computer Corporation Limited, Cage Acquisition Inc., Geac Computers, Inc. and Extensity, Inc., dated as of February 4, 2003, included as Annex A to the proxy statement/prospectus included as part of this registration statement.
	3.1	Restated Certificate and Articles of Incorporation of Geac.
	3.2	Bylaws of Geac.
	4.1	Specimen certificate for Common Shares of Geac.
	4.2	Geac Shareholder Protection Rights Agreement dated March 15, 2000.
	5.1	Opinion of Blake Cassels & Graydon LLP.
	8.1	Tax opinion of Heller Ehrman White & McAuliffe LLP.
	10.1	Form of Voting and Proxy Agreement between Geac, Cage Acquisition Inc. and each of Hummer Winblad Venture Partners II LP, Hummer Winblad Venture Partners III LP, Elizabeth Ireland, Kleiner Perkins Caufield & Byers VIII, KPCB Java Fund LP, The Sasson Family Trust u/d/t 12/28/94, Donald E. Smith & Jeanine M. Smith Living Trust ua 1/24/97, The Spinner Family Trust ua 8/03/99, David Yarnold and John Hummer, included as Annex C to the proxy statement/prospectus included as part of this registration statement.
	10.2	Form of Lock-Up Agreement between Geac, Cage Acquisition Inc. and each of KPCB Information Sciences Zaibatsu Fund II, Mark Oney and Gail Oney, David Reed, The Sasson Family Trust u/d/t 12/28/94, Ted Schlein, Donald Smith, Donald E. Smith & Jeanine M. Smith Living Trust ua 1/24/97, The Spinner Family Trust ua 8/3/99, David Yarnold, Christopher Brennan, Kenneth Hahn, Kenneth Hahn and Heather Hahn, John Hummer, Hummer Winblad Venture Partners II LP, Hummer Winblad Venture Partners III LP, Elizabeth Ireland, Kleiner Perkins Caufield & Byers VIII, KPCB VIII Founders Fund, KPCB Java Fund LP, included as Annex D to the proxy statement/prospectus included as part of this registration statement.
	10.3	Geac Stock Option Plan V.
	10.4	Geac Stock Option Plan VI.
	10.5	Geac Employee Stock Purchase Plan.
	10.6	Agreement for Sale and Purchase of the Entire Issued Share Capitals of Geac Computers Limited, Geac Computer GmbH and the Management Data Subsidiaries dated July 13, 2000.
	10.7	Lease dated February 28, 1989 between Guarsel Partnership and Geac Canada Limited for property at 11 Allstate Parkway, Markham, Ontario, L3R 9T8.
	10.8	Lease Amending Agreement dated September 15, 1989 between Guarsel Partnership and Geac Canada Limited.
	10.9	Lease Amending Agreement dated November 1, 1990 between The Prudential Assurance Company Limited, Geac Canada Limited and Geac.
	10.10	Letter Agreement Amending Lease dated April 14, 1993 between Prudential Paramet Real Estate Services Limited and Geac Canada Limited.
	10.11	Extension Agreement dated May 20, 1993 between the Prudential Assurance Company Limited and Geac Canada Limited.
	10.12	Letter Agreement dated August 17, 2001 between GWL Realty Advisors Inc., on behalf of the landlord, and Geac Canada Limited.
	10.13	Employment Agreement dated December 4, 2001 between Geac and Charles S. Jones.
	10.14	Employment Agreement dated July 9, 2001 between Geac and Paul D. Birch.
	10.15	Employment Agreement dated July 9, 2001 between Geac and Paul D. Birch.
	10.16	Amendment to Employment Agreement dated July 10, 2001 between Geac and Paul D. Birch.
	10.17	Employment Agreement dated April 27, 2001 between Geac and Arthur Gitajn.
	10.18	Amendment to Employment Agreement dated January 3, 2002 between Geac and Arthur Gitajn.
	10.19	Employment Agreement dated October 25, 2002 between Geac Computers, Inc. and Jim McDevitt.

Exhibit
No.		Description
	10.20	Employment Agreement dated November 25, 2002 between Geac, Geac Computers, Inc. and Timothy Wright.
	10.21	Option and Change in Control Agreement dated September 6, 2000 between Geac and Bertrand Sciard.
	10.22	Employment Contract dated January 1, 2000 between Geac and Bertrand Sciard.
	10.23	Employment Agreement dated February 19, 2002 between Geac and John L. Sherry, III.
	10.24	Option and change in control agreement dated September 29, 2000 between Geac and Hema Anganu.
	10.25	Employment Agreement dated June 20, 2002 between Geac, Geac Enterprise Solutions, Inc. and James M. Travers.
	21.1	List of subsidiaries of Geac.
	23.1	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1).
	23.2	Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 8.1).
	23.3	Consent of Broadview International LLC (included in Annex B to the proxy statement/prospectus included in this registration statement).
	23.4	Consent of PricewaterhouseCoopers LLP as to its audit report on the financial statements of Geac.
	23.5	Consent of PricewaterhouseCoopers LLP as to its audit report on the financial statements of Extensity.
	24.1	Power of Attorney (contained in the signature page of this registration statement).
	99.1	Form of Proxy Card of Extensity.
	99.2	Form of Election and Letter of Transmittal.
	99.3	Affidavit of Lost or Destroyed Certificates.
	99.4	Form of Notice of Guaranteed Delivery.
	99.5	Extensity Amended and Restated 2000 Nonstatutory Stock Option Plan.
	99.6	Extensity 1996 Stock Option Plan (as amended October 1999).

EX-3.1

                                                                     Exhibit 3.1
[CANADIAN FLAG LOGO]

Industry Canada                                          Industrie Canada

RESTATED CERTIFICATE                      CERTIFICAT
OF INCORPORATION                          DE CONSTITUTION A JOUR

CANADA BUSINESS                           LOI CANADIENNE SUR
CORPORATIONS ACT                          LES SOCICTES PAR ACTIONS

  GEAC COMPUTER CORPORATION LIMITED                    281794-2
- ---------------------------------------   -----------------------------------
Name of corporation-Denomination de la    Corporation number-Numero de la
societe                                   societe

I hereby certify that the articles of     Je certifie que les statuts
the above-named corporation were          constitutifs de la societe
restated under section 180 of the Canada  susmentionnee ont ete mis a jour
Business Corporations Act as set out      envertu de l'article 180 de la Loi
in the attached restated articles of      canadienne surles societes par
incorporation.                            actions, tel qu'il est indiquedans
                                          les statuts mis a jour ci-joints.


                                       OCTOBER 5,200O / le 5 OCTOBRE 2000
/s/ ILLEGIBLE SIGNATURE
- ---------------------------------        Effective Date of Restatement
- -Director - Directeur              Date d'entree en vigueur de la mise a jour


[CANADA LOGO]

[CANADIAN LOGO]



                                                                                 
Consumer and                    Consommation et                           FORM 7               FORMULE 7
Corporate Affairs Canada        Affaires commerciales Canada      RESTATED ARTICLES OF    STATUTS CONSTITUTIFS
                                                                     INCORPORATION           MIS A JOUR
                                                                     (SECTION 180)         (ARTICLE 180)
Canada Business                 Loi regissant les societes
Corporations Act                par actions de regime federal








                                                                              
1 - Name of corporation - Denomination de la societe                             Corporation No. - N de la societe
                                                                                       281794-2
    GEAC COMPUTER CORPORATION LIMITED

2 - The place in Canada where the registered office is situated                  Lieu au Canada ou est situe le siege social

    City of Toronto, Province of Ontario

3 - The classes and any maximum number of shares that the                        Categories et tout nombre maximal d'actions que
       corporation is authorized to issue                                        la societe est autorisee a emettre


    The annexed Schedule 1 is incorporated in this form.

4 - Restrictions, if any, on share transfers                                     Restrictions sur le transfert des actions, s'il
                                                                                 y a lieu
    There are no restrictions on the transfer of shares of the Corporation.

5 - Number (or minimum and maximum number) of directors                          Nombre (ou nombre minimal et maximal)
                                                                                 d'administrateurs
    Minimum of 3 - Maximum of 15

6 - Restrictions, if any, on business the corporation may carry on               Limites imposees a l'activite commerciale de
                                                                                 la soceite, s'il y a lieu
    There are no restrictions on the business the Corporation may carry on.

7 - Other provisions, if any                                                     Autres dispositions, s'il y a lieu

    The annexed Schedule 2 is incorporated in this form.


The foregoing restated articles of incorporation correctly set      Cette mise a jour des statuts constitutifs demontre exactement,
out, without substantive change, the corresponding provisions       sans changement substantiel, les dispositions correspondantes
of the articles of incorporation as amended and supersede the       des statuts constitutifs modifies qui remplacent les statuts
original articles of incorporation                                  constitutifs originaux.

                                                                    FOR DEPARTMENTAL USE ONLY -
Signature                                         Date              A L'USAGE DU MINISTERE SEULEMENT

/s/ ILLEGIBLE SIGNATURE                      D-J   M   Y-A                 Filed - Deposee
                                             26 / 09 / 00

Title - Titre

VP & Corporate Secretary






                                    SCHEDULE 1

                      RESTATED ARTICLES OF INCORPORATION OF

                        GEAC COMPUTER CORPORATION LIMITED

                               (THE "CORPORATION")

3 -      The classes and any maximum number of shares that the Corporation is
         authorized to issue -

3.I      The Corporation is authorized to issue:

         (a)      an unlimited number of shares without nominal or par value of
                  a class designated as preference shares issuable in series
                  (hereinafter called the "preference shares"); and

         (b)      an unlimited number of shares without nominal or par value of
                  a class designated as Common Shares (hereinafter called the
                  "Common Shares").

3.II     The rights, privileges, restrictions and conditions attaching to the
preference shares without nominal or par value of the Corporation are as
follows:

         (a)      the preference shares may from time to time be issued in one
                  or more series and subject to the following provisions, and
                  subject to the sending of articles of amendment in prescribed
                  form, and the issuance of a certificate of amendment in
                  respect thereof, the directors may fix from time to time
                  before such issue the number of shares which is to comprise
                  each series and the designation, rights, privileges,
                  restrictions and conditions attaching to each series of
                  preference shares including, without limiting the generality
                  of the foregoing, the rate or amount of dividends or the
                  method of calculating dividends, the dates of payment thereof,
                  the redemption, purchase and/or conversion, and any sinking
                  fund or other provisions;

         (b)      the preference shares of each series shall, with respect to
                  the payment of dividends and the distribution of assets or
                  return of capital in the event of liquidation, dissolution or
                  winding-up of the Corporation, whether voluntary or
                  involuntary, or any other return of capital or distribution of
                  assets of the Corporation among its shareholders for the
                  purpose of winding-up its affairs, rank on a parity with the
                  preference shares of every other series and be entitled to
                  preference over the Common Shares and over any other shares of
                  the Corporation ranking junior to the preference shares of any
                  series and may also be given such other preferences, not
                  inconsistent with these articles, over the Common Shares and
                  any other shares of the Corporation ranking junior to such
                  preference shares as may be fixed in accordance with clause
                  3.II(a);



                                      -2-

         (c)      if any cumulative dividends or amounts payable on the return
                  of capital in respect of a series of the preference shares are
                  not paid in full, the shares of all series of the preference
                  shares shall participate rateably in respect of accumulated
                  dividends and return of capital;

         (d)      the preference shares of any series may be made convertible
                  into Common Shares; and

         (e)      unless the directors otherwise determine in the articles of
                  amendment designating a series, the holders of shares of a
                  series of the preference shares shall not be entitled to vote
                  at meetings of shareholders.

3.III    The rights, privileges, restrictions and conditions attaching to the
first series of the preference shares without nominal or par value of the
Corporation (hereinafter called the "Series 1 Preference Shares") are as
follows:

1.       Dividends

         (a)      The holders of the Series 1 Preference Shares, in priority to
                  the Common Shares and all other shares ranking junior to the
                  preference shares without par value, shall be entitled to
                  receive and the Corporation shall pay thereon, as and when
                  declared by the board of directors of the Corporation out of
                  the assets of the Corporation properly applicable to the
                  payment of dividends, non-cumulative cash dividends at the
                  rate of $0.45 per share, per quarter, payable on the first
                  days of January, April, July and October in each year. Cheques
                  of the Corporation payable at par at any branch of the
                  Corporation's bankers in Canada shall be issued in respect of
                  such dividends and payment thereof shall satisfy such
                  dividends. The board of directors shall be entitled from time
                  to time to declare part of the said dividends for any quarter
                  notwithstanding that such dividends for such quarter shall not
                  be declared in full. If within four months after the
                  expiration of the payment date for any such dividend the board
                  of directors in its discretion shall not have declared the
                  said dividends or any part thereof on the Series 1 Preference
                  Shares for such quarter, then the rights of the holders of the
                  Series 1 Preference Shares to such dividends or to any
                  undeclared part thereof for such quarter shall be forever
                  extinguished. The holders of the Series 1 Preference Shares
                  shall not be entitled to any dividends other than or in excess
                  of the dividends hereinbefore provided for; and

         (b)      Subject to the rights, privileges, restrictions and conditions
                  attaching generally to the preference shares without par
                  value, except with the consent in writing of the holders of
                  all of the Series 1 Preference Shares outstanding, no dividend
                  shall at any time be declared and paid on or declared and set
                  apart for payment on the Common Shares or on any other shares
                  of the Corporation ranking junior to the Series 1 Preference
                  Shares for any quarter unless the non-cumulative cash
                  dividends on the Series 1 Preference Shares then issued and
                  outstanding in respect of such quarter shall have been
                  declared and paid or set apart for payment in full



                                      -3-

                  at the date of such declaration and payment or setting apart
                  of dividends on the Common Shares or on any other shares
                  ranking junior to the Series 1 Preference Shares.

2.       Liquidation, Dissolution or Winding-Up

         Subject to the rights, privileges, restrictions and conditions
         attaching generally to the preference shares without par value, in the
         event of the liquidation, dissolution or winding-up of the Corporation
         or other distribution of assets of the Corporation among shareholders
         for the purpose of winding-up its affairs, the holders of the Series 1
         Preference Shares shall be entitled to receive from the assets of the
         Corporation a sum equivalent to the aggregate Series 1 Redemption
         Amount (as hereinafter defined) of all of the Series 1 Preference
         Shares held by them respectively before any amount shall be paid or any
         assets of the Corporation distributed to the holders of Common Shares
         or shares of any other class ranking junior to the Series 1 Preference
         Shares. After payment to the holders of the Series 1 Preference Shares
         of the amount so payable to them as above provided they shall not be
         entitled to share in any further distribution of the assets of the
         Corporation.

3.       Redemption

         (a)      The Corporation may, subject to the requirements of the Canada
                  Business Corporations Act and the provisions of this Section
                  and Section 4 hereof, upon giving notice as hereinafter
                  provided, redeem at any time after October 9, 1991 the whole
                  or from time to time any part of the then outstanding Series 1
                  Preference Shares on payment of an amount for each share to be
                  redeemed equal to $19.20 plus all declared and unpaid
                  non-cumulative cash dividends thereon, the whole constituting
                  and being herein referred to as the "Series 1 Redemption
                  Amount";

         (b)      In the case of redemption of Series 1 Preference Shares under
                  the provisions of Subsection 3(a) hereof, the Corporation
                  shall, unless waived in writing by the holders of all of the
                  Series 1 Preference Shares, at least 20 days before the date
                  specified for redemption deliver or mail to each person, who
                  at the date of mailing is a registered holder of Series 1
                  Preference Shares to be redeemed, a notice in writing of the
                  intention of the Corporation to redeem such Series 1
                  Preference Shares. Such notice shall be delivered or mailed by
                  letter, postage prepaid, addressed to each such shareholder at
                  his or her address as it appears on the records of the
                  Corporation or in the event of the address of any such
                  shareholder not so appearing then to the last known address of
                  such shareholder or if delivered, delivered to each such
                  shareholder at such address; provided, however, that
                  accidental failure to give any such notice to one or more of
                  such shareholders shall not affect the validity of such
                  redemption. Such notice shall set out the Series 1 Redemption
                  Amount and the date on which redemption is to take place and,
                  if part only of the shares held by the person to whom it is
                  addressed is to be redeemed, the number thereof to be so
                  redeemed; provided, however, that if a part



                                      -4-

                  only of the Series 1 Preference Shares for the time being
                  outstanding is to be redeemed, the shares so to be redeemed
                  shall be selected by lot in such manner as the directors in
                  their discretion shall decide or if the directors so determine
                  may be redeemed pro rata (disregarding fractions) unless
                  otherwise agreed in writing by the holders of all of the
                  Series 1 Preference Shares. On or after the date so specified
                  for redemption, the Corporation shall pay or cause to be paid
                  to or the order of the registered holders of the Series 1
                  Preference Shares to be redeemed the Series 1 Redemption
                  Amount thereof on presentation and surrender, at the
                  registered office of the Corporation or any other place
                  designated in such notice, of the certificates representing
                  the Series 1 Preference Shares called for redemption. Such
                  payment shall be made by cheque payable at par at any branch
                  of the Corporation's bankers in Canada. If less than all of
                  the Series 1 Preference Shares represented by any certificate
                  are redeemed, the holder shall be entitled to receive a new
                  certificate for that number of Series 1 Preference Shares
                  represented by the original certificate which are not
                  redeemed. From and after the date specified for redemption in
                  any such notice, the holders of the Series 1 Preference Shares
                  called for redemption shall cease to be entitled to dividends
                  and shall not be entitled to exercise any of the rights of
                  shareholders in respect thereof unless payment of the Series 1
                  Redemption Amount shall not be made upon presentation of
                  certificates in accordance with the foregoing provisions, in
                  which case the rights of shareholders in respect thereof shall
                  remain unaffected. The Corporation shall have the right, at
                  any time after the mailing of notice of its intention to
                  redeem any Series 1 Preference Shares, to deposit the Series 1
                  Redemption Amount of the shares so called for redemption or of
                  such of the said shares represented by certificates as have
                  not at the date of such deposit been surrendered by the
                  holders thereof in connection with such redemption to a
                  special account in any chartered bank or in any trust company
                  in Canada, named in such notice, to be paid without interest
                  to or to the order of the respective holders of such Series 1
                  Preference Shares called for redemption upon presentation and
                  surrender to such bank or trust company of the certificates
                  representing the same. Upon such deposit being made or upon
                  the date specified for redemption in such notice, whichever is
                  the later, the Series 1 Preference Shares in respect whereof
                  such deposit shall have been made shall be redeemed and the
                  rights of the holders thereof after such deposit or such
                  redemption date, as the case may be, shall be limited to
                  receiving without interest their proportionate part of the
                  total Series 1 Redemption Amount so deposited against
                  presentation and surrender of the said certificates held by
                  them respectively and any interest on the amount so deposited
                  shall be for the account of the Corporation. If any part of
                  the total Series 1 Redemption Amount so deposited has not been
                  paid to or to the order of the respective holders of the
                  Series 1 Preference Shares which were called for redemption
                  within two years after the date upon which such deposit was
                  made or the date specified for redemption in the said notice,
                  whichever is the later, such balance remaining in the said
                  special account shall be returned to the Corporation without
                  prejudice to the rights of the holders of the shares being



                                      -5-

                  redeemed to claim the Series 1 Redemption Amount without
                  interest from the Corporation.

4.       Redemption Fund

         (a)      Subject to Subsection 4(b) hereof, so long as any of the
                  Series 1 Preference Shares remain outstanding, the Corporation
                  shall, no later than May 1st, 1992 and on the first day of
                  each fiscal year of the Corporation commencing thereafter, set
                  aside as a special account (the "Series 1 Redemption Fund
                  Account"), to be reflected in the books of the Corporation as
                  a fund for payment of the Series 1 Redemption Amount to be
                  paid on the redemption of Series 1 Preference Shares, an
                  amount equal to $750,000, or such lesser amount as is
                  determined by the directors of Corporation in accordance with
                  Subsection 4(b) hereof. The Corporation will redeem, in
                  accordance with the procedures set forth in Section 3 hereof,
                  Series 1 Preference Shares with such funds so set aside on or
                  before the last day of each such fiscal year. Any amount or
                  amounts set aside in the Series 1 Redemption Fund Account need
                  not be kept apart from other monies of the Corporation and
                  pending the use or application thereof for the purpose
                  hereinafter provided may be employed in the business of the
                  Corporation.

         (b)      The Corporation shall redeem Series 1 Preference Shares in
                  accordance with Subsection 4(a) hereof only if and to the
                  extent that the directors of the Corporation, acting in good
                  faith and in the best interest of the Corporation, determine
                  that the Corporation, after giving effect to the redemption,
                  will be able to meet its obligations as they become due and
                  will have a sufficient working capital to permit the efficient
                  operation of the businesses of the Corporation and its
                  subsidiaries.

         (c)      So long as any Series 1 Preference Shares remain outstanding,
                  no dividend shall at any time be declared and paid on or
                  declared for payment on the Common Shares or on any other
                  shares of the Corporation ranking junior to the Series 1
                  Preference Shares for any fiscal year commencing after April
                  30, 1992 unless the Corporation has redeemed Series 1
                  Preference Shares for an aggregate Series 1 Redemption Amount
                  of $750,000.

5.       Voting Rights

         The holders of the Series 1 Preference Shares as such shall not be
         entitled to receive notice of or to attend any meeting of the
         shareholders of the Corporation, unless the meeting is called:

         (a)      to consider any matter in respect of which the holders of the
                  preference shares without par value would be entitled to vote
                  separately as a class or the holders of the Series 1
                  Preference Shares would be entitled to vote separately as a
                  series; or



                                      -6-

         (b)      for the purpose of authorizing the dissolution of the
                  Corporation or the sale, lease or exchange of all or
                  substantially all of the property of the Corporation other
                  than in the ordinary course of business of the Corporation,

         then in each case the holders of the Series 1 Preference Shares shall
         be entitled to receive notice of and to attend such meeting. The
         holders of the Series 1 Preference Shares as such shall not be entitled
         either to vote at any meeting of the shareholders of the Corporation or
         to sign a resolution in writing, except at a meeting called to
         consider, or a resolution in writing in respect of, any matter in
         respect of which the holders of the preference shares without par value
         would be entitled to vote as a class or the holders or the Series 1
         Preference Shares would be entitled to vote separately as a series
         pursuant to any applicable laws.

6.       Conversion at the Option of the Holder

         (a)      Subject as hereinafter provided, any holder of Series 1
                  Preference Shares shall be entitled, at his or her option at
                  any time up to the close of business on the third day prior to
                  the redemption date specified in any notice of redemption of
                  Series 1 Preference Shares, to have all or any of the Series 1
                  Preference Shares held by him or her converted into fully paid
                  Common Shares as the same shall be constituted at the time of
                  conversion at the rate of nine Common Shares for each Series 1
                  Preference Share in respect of which the conversion privilege
                  is exercised.

         (b)      The conversion privilege herein provided for may only be
                  exercised by notice in writing given to the Corporation at its
                  registered office accompanied by the certificate or
                  certificates for Series 1 Preference Shares in respect of
                  which the holder thereof desires to exercise such right of
                  conversion and such notice shall be signed by the person
                  registered on the books of the Corporation as the holder of
                  the Series 1 Preference Shares which the holder desires to
                  have converted. Upon the Corporation receiving such notice it
                  shall issue certificates for Common Shares, at the applicable
                  rate herein prescribed and in accordance with the provisions
                  hereof, to the registered holder of the Series 1 Preference
                  Shares represented by the certificate or certificates
                  accompanying such notice. If less than all of the Series 1
                  Preference Shares represented by any such certificate are
                  converted, the holder shall be entitled to receive a new
                  certificate for that number of Series 1 Preference Shares
                  represented by the original certificate which are not
                  converted.

         (c)      Upon conversion of any Series 1 Preference Shares pursuant to
                  this Section or Section 7 hereof the Corporation shall make a
                  payment to the holder of such shares of an amount equal to all
                  dividends declared and unpaid on such shares at the date of
                  conversion but shall make no payment or adjustment on account
                  of any dividends on the Common Shares issuable upon such
                  conversion.



                                      -7-

         (d)      If the Corporation shall subdivide its Common Shares into a
                  greater number of shares or shall issue in exchange for such
                  Common Shares a greater number of Common Shares then, in such
                  case from and after the effective date of such subdivision or
                  exchange of shares, the conversion rate for the purposes of
                  this Section or Section 7 hereof shall be increased in
                  proportion to the increase in the number of outstanding Common
                  Shares resulting from such subdivision or exchange, and if the
                  Corporation shall reduce the number of Common Shares by
                  combination or consolidation of shares or shall issue in
                  exchange for its outstanding Common Shares a smaller number of
                  Common Shares then, in each case from and after the effective
                  date of such combination, consolidation or exchange of shares,
                  the conversion rate for the purposes of this Section or
                  Section 7 hereof shall be decreased in proportion to the
                  decrease in the number of the outstanding Common Shares
                  resulting from such combination, consolidation or exchange of
                  shares.

         (e)      If the Corporation shall declare and pay a stock dividend upon
                  the Common Shares or a dividend payable at the option of the
                  respective holders either in Common Shares or cash, then in
                  each case from and after the payment date of such dividend the
                  conversion rate for the purposes of this Section or Section 7
                  hereof shall be increased in proportion to the increase in the
                  number of outstanding Common Shares resulting from such
                  dividend.

         (f)      The Corporation shall not issue fractional shares in
                  satisfaction of the conversion privilege hereinbefore provided
                  for in this Section or Section 7 hereof but in lieu of
                  fractional shares it shall issue non-voting and non-dividend
                  bearing scrip certificates for a fraction of a share in a form
                  approved by the board of directors. Such scrip certificates
                  may be consolidated into certificates for full shares within
                  such reasonable time as may be determined by the board of
                  directors and, if the aggregate amount of shares represented
                  by scrip certificates surrendered for consolidation is an
                  amount in excess of an even number of shares, the Corporation
                  shall at the time of delivery of certificates for the number
                  of full shares called for by the surrender of scrip
                  certificates issue a new scrip certificate for an amount equal
                  to such excess. Such scrip certificates may contain provisions
                  authorizing the sale by the Corporation after the expiration
                  of such reasonable time as may be determined by the board of
                  directors of the number of shares represented by such scrip
                  certificates for the benefit of the holders of such scrip
                  certificates.

         (g)      All shares issued for the purpose of or with respect to any
                  conversion of Series 1 Preference Shares into Common Shares
                  under these articles or the consolidation of scrip
                  certificates and of shares sold under the foregoing provisions
                  shall be deemed to be fully paid and non-assessable.



                                      -8-

7.       Conversion at the Option of the Corporation

         (a)      The Corporation may, subject to the provisions of this Section
                  7, upon giving notice as hereinafter provided, convert all but
                  not less than all, of the issued and outstanding Series 1
                  Preference Shares of the Corporation into Common Shares if the
                  weighted average of the prices of the Common Shares on the
                  Toronto Stock Exchange (the "TSX") during any period of 20
                  consecutive trading days (the "Trading Period") during which
                  the TSX is open for business ending on a day within 90 days
                  prior to the giving of the notice of such conversion as
                  hereinafter provided exceeds $4.1625, subject to adjustment
                  from time to time in the event the conversion rate is adjusted
                  pursuant to Subsections 6(d) and (e) hereof in the same
                  proportion as the conversion rate is adjusted.

         (b)      In the case of a conversion of Series 1 Preference Shares
                  under the provisions of this Section 7, the Corporation shall
                  within 89 days of the last day of the Trading Period deliver
                  or mail to each person who at the date of mailing is a
                  registered holder of Series 1 Preference Shares to be
                  converted a notice in writing of the intention of the
                  Corporation to convert such Series 1 Preference Shares. Such
                  notice shall be delivered or mailed by letter, postage
                  prepaid, addressed to each such shareholder at his or her
                  address as it appears on the records of the Corporation or in
                  the event of the address of any such shareholder not so
                  appearing then to the last known address of such shareholder
                  or if delivered, delivered to each such shareholder at such
                  address; provided, however, that accidental failure to give
                  any such notice to one or more of such shareholders shall not
                  affect the validity of such conversion. Such notice shall set
                  out the number of Common Shares to be issued to such
                  shareholder on the conversion and the date on which the
                  conversion is to take place (which may be the date on which
                  the notice is mailed or delivered as the case may be). On the
                  date so specified for conversion, the Corporation shall cancel
                  all of the issued and outstanding Series 1 Preference Shares
                  and shall issue to the registered holders of the Series 1
                  Preference Shares or to such persons as they may direct,
                  Common Shares on the basis set out in Subsection 7(a) above.
                  Upon presentation and surrender, at the registered office of
                  the Corporation or any other place designated in such notice,
                  of the certificates representing the Series 1 Preference
                  Shares called for conversion, the Corporation shall or shall
                  cause to be issued to such holders a certificate representing
                  the Common Shares issued on the conversion. From and after the
                  date specified for conversion in any such notice, the holders
                  of the Series 1 Preference Shares shall cease to be holders of
                  Series 1 Preference Shares and shall not as such be entitled
                  to dividends and shall not as such be entitled to exercise any
                  of the rights of shareholders in respect thereof other than
                  their rights as holders of Common Shares into which such
                  Series 1 Preference Shares are converted.



                                      -9-

3.IV     The rights, privileges, restrictions and conditions attaching to the
second series of the preference shares without nominal or par value of the
Corporation (hereinafter called the "Series 2 Preference Shares") are as
follows:

1.       Dividends

         (a)      The holders of the Series 2 Preference Shares, in priority to
                  the Common Shares and all other shares ranking junior to the
                  preference shares without par value, shall be entitled to
                  receive and the Corporation shall pay thereon, as and when
                  declared by the board of directors of the Corporation out of
                  the assets of the Corporation properly applicable to the
                  payment of dividends, non-cumulative cash dividends at the
                  rate of $0.45 per share, per quarter, payable on the first
                  days of January, April, July and October in each year. Cheques
                  of the Corporation payable at par at any branch of the
                  Corporation's bankers in Canada shall be issued in respect of
                  such dividends and payment thereof shall satisfy such
                  dividends. The board of directors shall be entitled from time
                  to time to declare part of the said dividends for any quarter
                  notwithstanding that such dividends for such quarter shall not
                  be declared in full. If within four months after the
                  expiration of the payment date for any such dividend the board
                  of directors in its discretion shall not have declared the
                  said dividends or any part thereof on the Series 2 Preference
                  Shares for such quarter, then the rights of the holders of the
                  Series 2 Preference Shares to such dividends or to any
                  undeclared part thereof for such quarter shall be forever
                  extinguished. The holders of the Series 2 Preference Shares
                  shall not be entitled to any dividends other than or in excess
                  of the dividends hereinbefore provided for; and

         (b)      Subject to the rights, privileges, restrictions and conditions
                  attaching generally to the preference shares without par
                  value, except with the consent in writing of the holders of
                  all of the Series 2 Preference Shares outstanding, no dividend
                  shall at any time be declared and paid on or declared and set
                  apart for payment on the Common Shares or on any other shares
                  of the Corporation ranking junior to the Series 2 Preference
                  Shares for any quarter unless the non-cumulative cash
                  dividends on the Series 2 Preference Shares then issued and
                  outstanding in respect of such quarter shall have been
                  declared and paid or set apart for payment in full at the date
                  of such declaration and payment or setting apart of dividends
                  on the Common Shares or on any other shares ranking junior to
                  the Series 2 Preference Shares.

2.       Liquidation, Dissolution or Winding-Up

         Subject to the rights, privileges, restrictions and conditions
         attaching generally to the preference shares without par value, in the
         event of the liquidation, dissolution or winding-up of the Corporation
         or other distribution of assets of the Corporation among shareholders
         for the purpose of winding-up its affairs, the holders of the Series 2
         Preference Shares shall be entitled to receive from the assets of the
         Corporation a sum equivalent to the aggregate Series 2 Redemption
         Amount (as hereinafter defined) of all of



                                      -10-

         the Series 2 Preference Shares held by them respectively before any
         amount shall be paid or any assets of the Corporation distributed to
         the holders of Common Shares or shares of any other class ranking
         junior to the Series 2 Preference Shares. After payment to the holders
         of the Series 2 Preference Shares of the amount so payable to them as
         above provided they shall not be entitled to share in any further
         distribution of the assets of the Corporation.

3.       Redemption

         (a)      The Corporation may, subject to the requirements of the Canada
                  Business Corporations Act and the provisions of this Section
                  and Section 4 hereof, upon giving notice as hereinafter
                  provided, redeem at any time after April 30, 1992 the whole or
                  from time to time any part of the then outstanding Series 2
                  Preference Shares on payment of an amount for each share to be
                  redeemed equal to $30.00 plus all declared and unpaid
                  non-cumulative cash dividends thereon, the whole constituting
                  and being herein referred to as the "Series 2 Redemption
                  Amount";

         (b)      In the case of redemption of Series 2 Preference Shares under
                  the provisions of Subsection 3(a) hereof, the Corporation
                  shall, unless waived in writing by the holders of all of the
                  Series 2 Preference Shares, at least 45 days before the date
                  specified for redemption deliver or mail to each person, who
                  at the date of mailing is a registered holder of Series 2
                  Preference Shares to be redeemed, a notice in writing of the
                  intention of the Corporation to redeem such Series 2
                  Preference Shares. Such notice shall be delivered or mailed by
                  letter, postage prepaid, addressed to each such shareholder at
                  his or her address as it appears on the records of the
                  Corporation or in the event of the address of any such
                  shareholder not so appearing then to the last known address of
                  such shareholder or if delivered, delivered to each such
                  shareholder at such address; provided, however, that
                  accidental failure to give any such notice to one or more of
                  such shareholders shall not affect the validity of such
                  redemption. Such notice shall set out the Series 2 Redemption
                  Amount and the date on which redemption is to take place and,
                  if part only of the shares held by the person to whom it is
                  addressed is to be redeemed, the number thereof to be so
                  redeemed; provided, however, that if a part only of the Series
                  2 Preference Shares for the time being outstanding is to be
                  redeemed, the shares so to be redeemed shall be selected by
                  lot in such manner as the directors in their discretion shall
                  decide or if the directors so determine may be redeemed pro
                  rata (disregarding fractions) unless otherwise agreed in
                  writing by the holders of all of the Series 2 Preference



                                      -11-

                  Shares. On or after the date so specified for redemption, the
                  Corporation shall pay or cause to be paid to or the order of
                  the registered holders of the Series 2 Preference Shares to be
                  redeemed the Series 2 Redemption Amount thereof on
                  presentation and surrender, at the registered office of the
                  Corporation or any other place designated in such notice, of
                  the certificates representing the Series 2 Preference Shares
                  called for redemption. Such payment shall be made by cheque
                  payable at par at any branch of the Corporation's bankers in
                  Canada. If less than all of the Series 2 Preference Shares
                  represented by any certificate are redeemed, the holder shall
                  be entitled to receive a new certificate for that number of
                  Series 2 Preference Shares represented by the original
                  certificate which are not redeemed. From and after the date
                  specified for redemption in any such notice, the holders of
                  the Series 2 Preference Shares called for redemption shall
                  cease to be entitled to dividends and shall not be entitled to
                  exercise any of the rights of shareholders in respect thereof
                  unless payment of the Series 2 Redemption Amount shall not be
                  made upon presentation of certificates in accordance with the
                  foregoing provisions, in which case the rights of shareholders
                  in respect thereof shall remain unaffected. The Corporation
                  shall have the right, at any time after the mailing of notice
                  of its intention to redeem any Series 2 Preference Shares, to
                  deposit the Series 2 Redemption Amount of the shares so called
                  for redemption or of such of the said shares represented by
                  certificates as have not at the date of such deposit been
                  surrendered by the holders thereof in connection with such
                  redemption to a special account in any chartered bank or in
                  any trust company in Canada, named in such notice, to be paid
                  without interest to or to the order of the respective holders
                  of such Series 2 Preference Shares called for redemption upon
                  presentation and surrender to such bank or trust company of
                  the certificates representing the same. Upon such deposit
                  being made or upon the date specified for redemption in such
                  notice, whichever is the later, the Series 2 Preference Shares
                  in respect whereof such deposit shall have been made shall be
                  redeemed and the rights of the holders thereof after such
                  deposit or such redemption date, as the case may be, shall be
                  limited to receiving without interest their proportionate part
                  of the total Series 2 Redemption Amount so deposited against
                  presentation and surrender of the said certificates held by
                  them respectively and any interest on the amount so deposited
                  shall be for the account of the Corporation. If any part of
                  the total Series 2 Redemption Amount so deposited has not been
                  paid to or to the order of the respective holders of the
                  Series 2 Preference Shares which were called for redemption
                  within two years after the date upon which such deposit was
                  made or the date specified for redemption in the said notice,
                  whichever is the later, such balance remaining in the said
                  special account shall be returned to the Corporation without
                  prejudice to the rights of the holders of the shares being
                  redeemed to claim the Series 2 Redemption Amount without
                  interest from the Corporation.

4.       Redemption Fund

         (a)      Subject to Subsection 4(b) hereof, so long as any of the
                  Series 2 Preference Shares remain outstanding, the Corporation
                  shall, no later than May 1st, 1992 and on the first day of
                  each fiscal year of the Corporation commencing thereafter, set
                  aside as a special account (the "Series 2 Redemption Fund
                  Account"), to be reflected in the books of the Corporation as
                  a fund for payment of the Series 2 Redemption Amount to be
                  paid on the redemption of Series 2 Preference Shares, an
                  amount equal to $750,000, or such lesser amount as is
                  determined by the directors of Corporation in accordance with
                  Subsection 4(b) hereof. The



                                      -12-

                  Corporation will redeem, in accordance with the procedures set
                  forth in Section 3 hereof, Series 2 Preference Shares with
                  such funds so set aside on or before the last day of each such
                  fiscal year. Any amount or amounts set aside in the Series 2
                  Redemption Fund Account need not be kept apart from other
                  monies of the Corporation and pending the use or application
                  thereof for the purpose hereinafter provided may be employed
                  in the business of the Corporation.

         (b)      The Corporation shall redeem Series 2 Preference Shares in
                  accordance with Subsection 4(a) hereof only if and to the
                  extent that the directors of the Corporation, acting in good
                  faith and in the best interest of the Corporation, determine
                  that the Corporation, after giving effect to the redemption,
                  will be able to meet its obligations as they become due and
                  will have a sufficient working capital to permit the efficient
                  operation of the businesses of the Corporation and its
                  subsidiaries.

         (c)      So long as any Series 2 Preference Shares remain outstanding,
                  no dividend shall at any time be declared and paid on or
                  declared for payment on the Common Shares or on any other
                  shares of the Corporation ranking junior to the Series 2
                  Preference Shares for any fiscal year commencing after April
                  30, 1992 unless the Corporation has redeemed Series 2
                  Preference Shares for an aggregate Series 2 Redemption Amount
                  of $750,000.

5.       Voting Rights

         The holders of the Series 2 Preference Shares as such shall not be
         entitled to receive notice of or to attend any meeting of the
         shareholders of the Corporation, unless the meeting is called:

         (a)      to consider any matter in respect of which the holders of the
                  preference shares without par value would be entitled to vote
                  separately as a class or the holders of the Series 2
                  Preference Shares would be entitled to vote separately as a
                  series; or

         (b)      for the purpose of authorizing the dissolution of the
                  Corporation or the sale, lease or exchange of all or
                  substantially all of the property of the Corporation other
                  than in the ordinary course of business of the Corporation,

         then in each case the holders of the Series 2 Preference Shares shall
         be entitled to receive notice of and to attend such meeting. The
         holders of the Series 2 Preference Shares as such shall not be entitled
         either to vote at any meeting of the shareholders of the Corporation or
         to sign a resolution in writing, except at a meeting called to
         consider, or a resolution in writing in respect of, any matter in
         respect of which the holders of the preference shares without par value
         would be entitled to vote as a class or the holders or the Series 2
         Preference Shares would be entitled to vote separately as a series
         pursuant to any applicable laws.



                                      -13-

6.       Conversion at the Option of the Holder

         (a)      Subject as hereinafter provided, any holder of Series 2
                  Preference Shares shall be entitled, at his or her option at
                  any time up to the close of business on the third day prior to
                  the redemption date specified in any notice of redemption of
                  Series 2 Preference Shares, to have all or any of the Series 2
                  Preference Shares held by him or her converted into fully paid
                  Common Shares as the same shall be constituted at the time of
                  conversion at the rate of nine Common Shares for each Series 2
                  Preference Share in respect of which the conversion privilege
                  is exercised.

         (b)      The conversion privilege herein provided for may only be
                  exercised by notice in writing given to the Corporation at its
                  registered office accompanied by the certificate or
                  certificates for Series 2 Preference Shares in respect of
                  which the holder thereof desires to exercise such right of
                  conversion and such notice shall be signed by the person
                  registered on the books of the Corporation as the holder of
                  the Series 2 Preference Shares which the holder desires to
                  have converted. Upon the Corporation receiving such notice it
                  shall issue certificates for Common Shares, at the applicable
                  rate herein prescribed and in accordance with the provisions
                  hereof, to the registered holder of the Series 2 Preference
                  Shares represented by the certificate or certificates
                  accompanying such notice. If less than all of the Series 2
                  Preference Shares represented by any such certificate are
                  converted, the holder shall be entitled to receive a new
                  certificate for that number of Series 2 Preference Shares
                  represented by the original certificate which are not
                  converted.

         (c)      Upon conversion of any Series 2 Preference Shares pursuant to
                  this Section or Section 7 hereof the Corporation shall make a
                  payment to the holder of such shares of an amount equal to all
                  dividends declared and unpaid on such shares at the date of
                  conversion but shall make no payment or adjustment on account
                  of any dividends on the Common Shares issuable upon such
                  conversion.

         (d)      If the Corporation shall subdivide its Common Shares into a
                  greater number of shares or shall issue in exchange for such
                  Common Shares a greater number of Common Shares then, in such
                  case from and after the effective date of such subdivision or
                  exchange of shares, the conversion rate for the purposes of
                  this Section or Section 7 hereof shall be increased in
                  proportion to the increase in the number of outstanding Common
                  Shares resulting from such subdivision or exchange, and if the
                  Corporation shall reduce the number of Common Shares by
                  combination or consolidation of shares or shall issue in
                  exchange for its outstanding Common Shares a smaller number of
                  Common Shares then, in each case from and after the effective
                  date of such combination, consolidation or exchange of shares,
                  the conversion rate for the purposes of this Section or
                  Section 7 hereof shall be decreased in proportion to the
                  decrease in the number of the outstanding Common Shares
                  resulting from such combination, consolidation or exchange of
                  shares.



                                      -14-

         (e)      If the Corporation shall declare and pay a stock dividend upon
                  the Common Shares or a dividend payable at the option of the
                  respective holders either in Common Shares or cash, then in
                  each case from and after the payment date of such dividend the
                  conversion rate for the purposes of this Section or Section 7
                  hereof shall be increased in proportion to the increase in the
                  number of outstanding Common Shares resulting from such
                  dividend.

         (f)      The Corporation shall not issue fractional shares in
                  satisfaction of the conversion privilege hereinbefore provided
                  for in this Section or Section 7 hereof but in lieu of
                  fractional shares it shall issue non-voting and non-dividend
                  bearing scrip certificates for a fraction of a share in a form
                  approved by the board of directors. Such scrip certificates
                  may be consolidated into certificates for full shares within
                  such reasonable time as may be determined by the board of
                  directors and, if the aggregate amount of shares represented
                  by scrip certificates surrendered for consolidation is an
                  amount in excess of an even number of shares, the Corporation
                  shall at the time of delivery of certificates for the number
                  of full shares called for by the surrender of scrip
                  certificates issue a new scrip certificate for an amount equal
                  to such excess. Such scrip certificates may contain provisions
                  authorizing the sale by the Corporation after the expiration
                  of such reasonable time as may be determined by the board of
                  directors of the number of shares represented by such scrip
                  certificates for the benefit of the holders of such scrip
                  certificates.

         (g)      All shares issued for the purpose of or with respect to any
                  conversion of Series 2 Preference Shares into Common Shares
                  under these articles or the consolidation of scrip
                  certificates and of shares sold under the foregoing provisions
                  shall be deemed to be fully paid and non-assessable.

7.       Conversion at the Option of the Corporation

         (a)      The Corporation may, subject to the provisions of this Section
                  7, upon giving notice as hereinafter provided, convert all but
                  not less than all, of the issued and outstanding Series 2
                  Preference Shares of the Corporation into Common Shares if the
                  weighted average of the prices of the Common Shares on the TSX
                  during the Trading Period during which the TSX is open for
                  business ending on a day within 90 days prior to the giving of
                  the notice of such conversion as hereinafter provided exceeds
                  $4.1625, subject to adjustment from time to time in the event
                  the conversion rate is adjusted pursuant to Subsections 6(d)
                  and (e) hereof in the same proportion as the conversion rate
                  is adjusted.

         (b)      In the case of a conversion of Series 2 Preference Shares
                  under the provisions of this Section 7, the Corporation shall
                  within 89 days of the last day of the Trading Period deliver
                  or mail to each person who at the date of mailing is a
                  registered holder of Series 2 Preference Shares to be
                  converted a notice in writing of the intention of the
                  Corporation to convert such Series 2 Preference Shares. Such
                  notice shall be delivered or mailed by letter, postage
                  prepaid, addressed to each such shareholder at his or her
                  address as it appears on the records of the



                                      -15-

                  Corporation or in the event of the address of any such
                  shareholder not so appearing then to the last known address of
                  such shareholder or if delivered, delivered to each such
                  shareholder at such address; provided, however, that
                  accidental failure to give any such notice to one or more of
                  such shareholders shall not affect the validity of such
                  conversion. Such notice shall set out the number of Common
                  Shares to be issued to such shareholder on the conversion and
                  the date on which the conversion is to take place (which may
                  be the date on which the notice is mailed or delivered as the
                  case may be). On the date so specified for conversion, the
                  Corporation shall cancel all of the issued and outstanding
                  Series 2 Preference Shares and shall issue to the registered
                  holders of the Series 2 Preference Shares or to such persons
                  as they may direct, Common Shares on the basis set out in
                  Subsection 7(a) above. Upon presentation and surrender, at the
                  registered office of the Corporation or any other place
                  designated in such notice, of the certificates representing
                  the Series 2 Preference Shares called for conversion, the
                  Corporation shall or shall cause to be issued to such holders
                  a certificate representing the Common Shares issued on the
                  conversion. From and after the date specified for conversion
                  in any such notice, the holders of the Series 2 Preference
                  Shares shall cease to be holders of Series 2 Preference Shares
                  and shall not as such be entitled to dividends and shall not
                  as such be entitled to exercise any of the rights of
                  shareholders in respect thereof other than their rights as
                  holders of Common Shares into which such Series 2 Preference
                  Shares are converted.

3.V      The rights, privileges, restrictions and conditions attaching to the
Common Shares of the Corporation are as follows:

1.       Voting Rights

         Each holder of Common Shares shall be entitled to receive notice of and
         to attend all meetings of shareholders of the Corporation and to vote
         thereat, except meetings at which only holders of a specified class of
         shares (other than Common Shares) or specified series of shares are
         entitled to vote. At all meetings of which notice must be given to the
         holders of the Common Shares, each holder of Common Shares shall be
         entitled to one vote in respect of each Common Shares held by such
         holder.

2.       Dividends

         The holders of the Common Shares shall be entitled, subject to the
         rights, privileges, restrictions and conditions attaching to any other
         class of shares of the Corporation, to receive any dividend declared by
         the Corporation.



                                      -16-


3.       Liquidation, Dissolution or Winding-up

         The holders of the Common Shares shall be entitled, subject to the
         rights, privileges, restrictions and conditions attaching to any other
         class of shares of the Corporation, to receive the remaining property
         of the Corporation on a liquidation, dissolution or winding-up of the
         Corporation, whether voluntary or involuntary.




                                   SCHEDULE 2

                       RESTATED ARTICLES OF INCORPORATION

                        GEAC COMPUTER CORPORATION LIMITED

                               (THE "CORPORATION")

7.       Other provisions, if any:

         The directors of the Corporation may appoint one or more directors, who
         shall hold office for a term expiring not later than the close of the
         next annual meeting of shareholders, but the total number of directors
         so appointed may not exceed one-third of the number of directors of the
         Corporation elected at the previous annual meeting of shareholders.

EX-3.2

                                                                     EXHIBIT 3.2


                                  BY-LAW NO. 1

                              A BY-LAW TO REGULATE
                           THE BUSINESS AND AFFAIRS OF
                        GEAC COMPUTER CORPORATION LIMITED

                                   ARTICLE 1
                                 INTERPRETATION

1.01     DEFINITIONS. In this By-law and all other by-laws and resolutions of
the Corporation, unless the context otherwise requires:

(a)      the following terms shall have the meanings specified:

         (i)      "Act" means the Canada Business Corporations Act or any
                  statute which may be substituted therefor, as amended from
                  time to time;

         (ii)     "articles" means the original or restated articles of
                  incorporation, articles of amendment, articles of
                  amalgamation, articles of continuance, articles of
                  arrangement, articles of dissolution, articles of
                  reorganization or articles of revival of the Corporation and
                  includes any amendments;

         (iii)    "board" means the board of directors of the Corporation;

         (iv)     "Corporation" means Geac Computer Corporation Limited;

         (v)      "director" means a member of the board; and

         (vi)     "meeting of shareholders" means an annual meeting of
                  shareholders of the Corporation, or a special meeting of
                  shareholders of the Corporation, or both, and includes a
                  meeting of any class or series of any class of shareholders of
                  the Corporation;

(b)      terms used herein that are defined in the Act shall have the meanings
         given to those terms in the Act; and

(c)      words importing the masculine gender shall include the feminine and
         neuter genders, and words importing the singular number shall include
         the plural number, and vice versa.

                                    ARTICLE 2
                                    DIRECTORS

2.01     NUMBER OF DIRECTORS AND QUORUM. Until changed in accordance with the
Act, the board shall consist of such number of directors not greater than 15 nor
less than 3 as the board may from time to time determine, and 3 directors shall
constitute a quorum for the transaction of business. Notwithstanding vacancies,
a quorum of directors may exercise all the powers of the board.


2.02     ELECTION AND TERM. Directors shall be elected by the shareholders at
each annual meeting of shareholders to hold office until the next annual meeting
of shareholders or until their respective successors are elected or appointed.
The number of directors to be elected at any such meeting shall be that number
most recently determined by the board. At any annual meeting of shareholders
every retiring director shall, if qualified, be eligible for re-election.

2.03     QUALIFICATION. At least that number of directors as required by the Act
shall be resident Canadian and at least that number of directors as required by
the Act shall not be officers or employees of the Corporation or its affiliates.

2.04     PLACE OF MEETING. Meetings of the board may be held at any place within
or outside Canada.

2.05     CALLING OF MEETINGS. Meetings of the board shall be held from time to
time at such place, on such day and at such time as the board, the chairman of
the board, the president or any two directors may determine.

2.06     NOTICE. Notice of the time and place of each meeting of the board shall
be given to each director at least 48 hours before the meeting. A notice of
meeting of the board need not specify the business to be transacted at the
meeting except as may be required by the Act. The accidental failure to give
notice of a meeting of the board to a director or any error in such notice not
affecting the substance thereof shall not invalidate any action taken at the
meeting. A meeting of the board may be held without notice immediately following
any annual meeting of shareholders. An individual need not be given notice of
the meeting at which that individual is appointed by the other directors to fill
a vacancy on the board if that individual is present at that meeting.

2.07     VOTES TO GOVERN. At all meetings of the board any question shall be
decided by a majority of the votes cast on the question.

2.08     CHAIRMAN AND SECRETARY. The chairman of the board shall be chairman of
any meeting of the board. If the chairman of the board is not present, the
directors present shall choose one of their number to be chairman. The secretary
of the Corporation shall act as secretary at any meeting of the board and, if
the secretary of the Corporation be absent, the chairman of the meeting shall
appoint a person who need not be a director to act as secretary of the meeting.

                                   ARTICLE 3
                                   COMMITTEES

3.01     AUDIT COMMITTEE. The directors shall appoint from among their number an
audit committee to be composed of not fewer than three directors, of whom a
majority shall not be officers or employees of the Corporation or any affiliate
of the Corporation. The audit committee shall have the functions provided in the
Act.

3.02     OTHER COMMITTEES. The board may elect or appoint additional committees
composed of directors and/or other persons which may exercise such powers as,
subject to any limitations prescribed by the Act, the board may delegate to them
and shall have such other functions as the board may determine.


3.03     COMMITTEE PROCEDURE. Subject to the Act and any restrictions imposed by
the board, each committee shall have the power to fix its quorum to elect its
chairman and to regulate its procedure.

                                    ARTICLE 4
                                    OFFICERS

4.01     APPOINTMENT OF OFFICERS. The board may from time to time appoint a
chairman of the board, a president, one or more vice-presidents, a secretary, a
treasurer and such other officers as the board may determine, including one or
more assistants to any of the officers so appointed.

4.02     TERM OF OFFICE. Every officer shall hold office during the pleasure of
the board.

                                   ARTICLE 5
                            MEETINGS OF SHAREHOLDERS

5.01     ANNUAL AND SPECIAL MEETINGS. The board shall call an annual meeting of
shareholders not later than 15 months after the holding of the last preceding
annual meeting. The board may at any time call a special meeting of
shareholders. Meetings of shareholders shall be held at such place within Canada
as the board may determine.

5.02     NOTICE OF MEETINGS. Notice in writing of the time and place of each
meeting of shareholders shall be sent not less than 21 days nor more than 50
days before the meeting to each shareholder entitled to vote at the meeting, to
each director and to the auditor of the Corporation. The accidental failure to
give notice of a meeting of shareholders to any person entitled thereto or any
error in such notice not affecting the substance thereof shall not invalidate
any action taken at the meeting.

5.03     PERSONS ENTITLED TO BE PRESENT. The only persons entitled to attend a
meeting of shareholders shall be those persons entitled to vote thereat, the
directors, the auditor of the Corporation and any other persons who, although
not entitled to vote at the meeting, are entitled or required under any
provision of the Act, the articles or any by-law of the Corporation to attend
the meeting. Any other persons may be admitted to the meeting only on the
invitation of the chairman of the meeting or with the consent of the meeting.

5.04     QUORUM. At any meeting of shareholders, the holders present in person
or represented by proxy of at least 20% of the outstanding shares of the
Corporation entitled to be voted at the meeting shall constitute a quorum for
the transaction of business.

5.05     CHAIRMAN, SECRETARY AND SCRUTINEERS. The chairman of the board or, if
he is not present, a director designated by the board shall act as chairman at
each meeting of shareholders. The secretary of the Corporation, or in his
absence, such other person as the chairman of the meeting may appoint, shall act
as secretary of the meeting. At any meeting of shareholders, the chairman of the
meeting may appoint one or more persons, who may but need not be shareholders,
to serve as scrutineers with such duties as the chairman may prescribe.


5.06     SHOW OF HANDS. Any question at a meeting of shareholders shall be
decided by a show of hands unless a ballot thereon is required or demanded as
hereinafter provided. Upon a show of hands every person who is present and
entitled to vote thereon shall have one vote. Whenever a vote by show of hands
shall have been taken upon a question, unless a ballot thereon is so required or
demanded, a declaration by the chairman of the meeting that the vote upon the
question has been carried or carried by a particular majority or not carried and
an entry to that effect in the minutes of the meeting shall be prima facie
evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against any resolution or other proceeding in respect
of the said question, and the result of the vote so taken shall be the decision
of the shareholders upon the said question.

5.07     BALLOTS. On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, the
chairman may require, or any shareholder or proxyholder entitled to vote at the
meeting may demand, a ballot. A ballot so required or demanded shall be taken in
such manner as the chairman shall direct. A requirement or demand for a ballot
may be withdrawn at any time prior to the taking of the ballot. If a ballot is
taken, each person present shall be entitled, in respect of the shares which
each person is entitled to vote at the meeting upon the question, to that number
of votes provided by the Act or the articles, and the result of the ballot so
taken shall be the decision of the shareholders upon the said question.

                                    ARTICLE 6
                                    PAYMENTS

6.01     CHEQUES. Any amount payable in cash to shareholders (including
dividends payable in cash) shall be paid by cheque drawn on the Corporation's
bankers or one of them to the order of each registered holder of shares of the
class or series in respect of which such amount is to be paid and mailed by
prepaid ordinary mail to such registered holder at such holder's address
recorded in the Corporation's securities register, unless in each case such
holder otherwise directs. In the case of joint holders the cheque shall, unless
such joint holders otherwise direct, be made payable to the order of all of such
joint holders and mailed to them at their address recorded in the securities
register of the Corporation. In the case of the payment of a dividend, the
mailing of such cheque as aforesaid, unless the same is not paid on due
presentation, shall satisfy and discharge the liability for the dividend to the
extent of the sum represented thereby plus the amount of any tax which the
Corporation is required to and does withhold.

6.02     NON-RECEIPT OF CHEQUES. In the event of non-receipt of any cheque by
the person to whom it is sent, the Corporation shall issue to such person a
replacement cheque for a like amount on such terms as to indemnity,
reimbursement of expenses and evidence of non-receipt and of title as the board
may from time to time prescribe, whether generally or in any particular case.

6.03     UNCLAIMED DIVIDENDS. Any dividend unclaimed after a period of 6 years
from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.


6.04     CURRENCY OF DIVIDENDS. Dividends or other distributions payable in cash
may be paid to some shareholders in Canadian currency and to other shareholders
in equivalent amounts of a currency or currencies other than Canadian currency.
The board may declare dividends or other distributions in any currency or in
alternative currencies and make such provisions as it deems advisable for the
payment of such dividends or other distributions.

                                   ARTICLE 7
                            EXECUTION OF INSTRUMENTS

7.01     GENERAL. Contracts, documents or other instruments requiring execution
by the Corporation may be signed by any one of the chairman of the board, the
president and a vice-president together with the secretary or an assistant
secretary. In the absence or inability to act of the secretary and assistant
secretary, such instruments may be signed by any two of the chairman of the
board, the president and a vice-president. The board may appoint any other
person or persons to sign instruments generally or specific instruments. Where
appropriate, such instruments may be executed under the corporate seal.

7.02     AUTHORITY TO ACT FOR THE CORPORATION. By way of supplement to section
7.01, any one of the chairman of the board, the president and a vice-president
acting with the secretary or an assistant secretary are hereby authorized, for
and on behalf of the Corporation, to make, enter into, execute and deliver
powers of attorney appointing agents to act on behalf of the Corporation, on
such terms and conditions as they see fit, in connection with the incorporation
and other matters relating to subsidiaries of the Corporation located outside of
Canada.

                                    ARTICLE 8
                                    BORROWING

8.01     BORROWING. Without limit to the powers of the board as provided in the
Act, the board may from time to time on behalf of the Corporation:

(a)      borrow money upon credit of the Corporation;

(b)      issue, reissue, sell or pledge debt obligations of the Corporation;

(c)      to the extent permitted by the Act, give, directly or indirectly,
         financial assistance to any person by means of a loan, a guarantee to
         secure the performance of an obligation or otherwise;

(d)      mortgage, hypothecate, pledge or otherwise create a security interest
         in all or any property of the Corporation, owned or subsequently
         acquired, to secure any obligation of the Corporation; and

(e)      delegate to one or more directors or officers all or any of the powers
         conferred by the foregoing provisions to such extent and in such manner
         as the board shall determine at the time of such delegation.


                                   ARTICLE 9
                      PROTECTION OF DIRECTORS AND OFFICERS

9.01     TRANSACTIONS WITH THE CORPORATION. Except as provided by the Act and
subject to Section 9.02, no director or officer shall be disqualified, by virtue
of being a director or officer of the Corporation, from entering into, or from
being concerned or interested in any manner in, any contract, transaction or
arrangement made or proposed to be made with the Corporation or any body
corporate in which the Corporation is interested and no such contract,
transaction or arrangement shall be void or voidable for any such reason. No
director or officer shall be liable to account to the Corporation for any profit
arising from any such office or realized in respect of any such contract,
transaction or arrangement.

9.02     CONFLICT OF INTEREST. Subject to and in accordance with the provisions
of the Act, a director or officer of the Corporation who is a party to a
material contract [or transaction] or proposed material contract [or
transaction] with the Corporation, or is a director or an officer of or has a
material interest in any person who is a party to a material contract [or
transaction] or proposed material contract [or transaction] with the
Corporation, shall disclose in writing to the Corporation or request to have
entered in the minutes of meetings of directors the nature and extent of such
director or officer's interest, and any such director shall refrain from voting
in respect thereof unless otherwise permitted by the Act.

9.03     LIMITATION OF LIABILITY. All directors and officers of the Corporation
in exercising their powers and discharging their duties shall act honestly and
in good faith with a view to the best interests of the Corporation and exercise
the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. Subject to the foregoing, no director or officer shall
be liable for the acts, omissions, failures, neglects or defaults of any other
director, officer or employee, or for any loss, damage or expense happening to
the Corporation through the insufficiency or deficiency of title to any property
acquired for or on behalf of the Corporation, or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the Corporation
shall be invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortious acts of any person with whom any of the moneys,
securities or effects of the Corporation shall be deposited, or for any loss
occasioned by any error of judgment or oversight on the part of such director or
officer, or for any other loss, damage or misfortune which shall happen in the
execution of the duties of office or in relation thereto; provided that nothing
herein shall relieve any director or officer from the duty to act in accordance
with the Act and the regulations thereunder or from liability for any breach
thereof.

9.04     INDEMNITY OF DIRECTORS AND OFFICERS. Subject to the limitations
contained in the Act but without limit to the right of the Corporation to
indemnify any person under the Act or otherwise, to the full extent permitted by
the Act, the Corporation shall indemnify a director or officer of the
Corporation, a former director or officer of the Corporation or a person who
acts or acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor (or a
person who undertakes or has undertaken any liability on behalf of the
Corporation or at the Corporation's request on behalf of any such body
corporate), and such director or officer's heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by such director or officer in
respect of any civil, criminal or administrative action or proceeding



to which such director or officer is made a party by reason of being or having
been a director or officer of such Corporation or body corporate (or by reason
of having undertaken such liability); and the Corporation shall with the
approval of a court indemnify a person in respect of an action by or on behalf
of the Corporation or body corporate to procure a judgment in its favour, to
which such person is made a party by reason of being or having been a director
or an officer of the Corporation or body corporate, against all costs, charges
and expenses reasonably incurred by such director or officer in connection with
such action;

         if in each case such director or officer:

         (a)      acted honestly and in good faith with a view to the best
                  interests of the Corporation; and

         (b)      in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, had
                  reasonable grounds for believing that his or her conduct was
                  lawful.

Notwithstanding the foregoing, the Corporation shall, without requiring the
approval of a court, indemnify any person referred to above, in respect of an
action by or on behalf of the Corporation or body corporate to procure a
judgment in its favour who has been substantially successful on the merits in
the defence of any civil, criminal or administrative action or proceeding to
which such person is made a party by reason of being or having been a director
or officer of the Corporation or body corporate, against all costs, charges and
expenses reasonably incurred by such person in respect of such action or
proceeding, provided that such person has satisfied the appropriate conditions
referred to in (a) and (b) above.

9.05     INSURANCE. Subject to the limitations contained in the Act, the
Corporation may purchase and maintain insurance for the benefit of any person
referred to in section 9.03 as the board may from time to time determine.

9.06     INDEMNITIES NOT LIMITING. The provisions of this Article 9 shall be in
addition to and not in substitution for any rights, immunities and protections
to which any person referred to in section 9.03 is otherwise entitled.

                                   ARTICLE 10
                           BUSINESS OF THE CORPORATION

10.01    CORPORATE SEAL. The Corporation may have one or more different
corporate seals, which seals may be adopted or changed from time to time by the
board, on which the name of the Corporation appears in one or more language
forms set out in its articles.

10.02    FINANCIAL YEAR. Until changed by the board, the financial year of the
Corporation shall end on April 30 each year.


                                   ARTICLE 11
                                 EFFECTIVE DATE

11.01    EFFECTIVE DATE. This By-law shall come into force upon the approval by
the board.

11.02    REPEAL. All other by-laws of the Corporation that are in force upon the
effective date of this by-law shall be repealed. However, such repeal shall not
affect the previous operation of such by-laws or affect the validity of any act
done or right, privilege, obligation or liability acquired or incurred under the
validity of any contract or agreement made pursuant to such by-laws prior to
their repeal. All officers and persons acting under such repealed by-laws shall
continue to act as if appointed under the provisions of this by-law and all
resolutions of the shareholders or board with continuing effect passed under
such repealed by-laws shall continue good and valid, until amended or repealed,
except to the extent inconsistent with this by-law.

         MADE by the board the 22nd day of May, 2000.







    "WILLIAM G. NELSON"                                  "ELLEN NEEMAN"
- ----------------------------                      ----------------------------

        Chairman                                           Secretary

EX-4.1

                                                                     Exhibit 4.1

                        Geac COMPUTER CORPORATION LIMITED

                                                                   COMMON SHARES
                                                              ACTIONS ORDINAIRES



                      [GEAC COMPUTER CORPORATION PICTURE]




    00000
NUMBER NUMERO

(INCORPORATED UNDER THE CANADA                                            SHARES
BUSINESS CORPORATIONS ACT)                                               ACTIONS

(CONSTITUEE SOUS L'AUTORITE DE LA LOI SUR
LES SOCIETES COMMERCIALES CANADIENNES)

          CUSIP 368289 10 4


THIS CERTIFIES THAT - CECI ATTESTE QUE
                [SPECIMEN]

is the registered holder of - est detenteur inscrit de


FULLY PAID AND NON-ASSESSABLE COMMON SHARES
   WITHOUT PAR VALUE IN THE CAPITAL OF

ACTIONS ORDINAIRES ENTIEREMENT LIBEREES SANS
        VALEUR NOMINALE DU CAPITAL DE



TRANSFERABLE AT THE PRINCIPAL OFFICE OF THE COMPUTERSHARE TRUST COMPANY OF
CANADA IN TORONTO.

TRANSFERABL AU BUREAU PRINCIPAL E DE LA SOCIETE DE FIDUCIE COMPUTERSHARE DU
CANADA A TORONTO.


                        Geac COMPUTER CORPORATION LIMITED

This certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar of the Corporation.

      In Witness Whereof the Corporation has caused this certificate to be
signed by its duly authorized officers.

                Dated:

Le present certificat ne sera valide que lorsqu'il sera of contresigne par
l'agent de transfert et enregistre par l'agent d'inscription de la Societe.

      En foi de quoi, la Societe a fait signer le present certificat par ses
dirigeants dument autorises.

                - Date:

                                             
                      "Paul D. Birch"           COUNTERSIGNED AND REGISTERED
                                                CONTRESIGNE ET ENREGISTRE
                                                COMPUTERSHARE TRUST COMPANY OF CANADA     TORONTO
President and Chief Executive Officer           SOCIETE DE FIDUCIE COMPUTERSHARE DU CANADA
    President et chef de la direction           TRANSFER AGENT AND REGISTRAR
                                                AGENT DE TRANSFERT ET AGENT D'INSCRIPTION
                  "Craig C. Thorburn"

                                                BY
                                                PAR
                            Secretary              -------------------------------------
                           Secretaire              AUTHORIZED OFFICER - DIRIGEANT AUTORISE





                      [GEAC COMPUTER CORPORATION PICTURE]

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER AND MUST BE GUARANTEED BY A BANK, TRUST
COMPANY OR MEMBER OF A RECOGNIZED STOCK EXCHANGE WHOSE SIGNATURE IS ACCEPTABLE
TO THE TRANSFER AGENT.

AVIS: LA SIGNATURE DE CE TRANSFERT DOIT CORRESPONDRE EN TOUS POINTS AU NOM PORTE
AU RECTO DU CERTIFICAT SANS AUCUN CHANGEMENT QUEL QU'IL SOIT ET DOIT ETRE
GARANTIE PAR UNE BANQUE, UNE SOCIETE DE FIDUCIE OU UN MEMBRE D'UNE BOURSE
RECONNUE DONT LA SIGNATURE EST JUGEE ACCEPTABLE PAR L'AGENT DES TRANSFERTS.


For value received, the undersigned      Pour valeur recue le(s)
hereby sells, assigns and transfers      soussigne(s) par les presentes
unto                                     vend(ent), cede(nt) et
                                         transporte(nt) a



PLEASE INSERT SOCIAL INSURANCE                  INDIQUER LE NUMERO D'ASSURANCE
     NUMBER OF TRANSFEREE     _____________        SOCIALE DE CESSIONAIRE



________________________________________________________________________________
 (Please print or type name and address including Postal Code of the Transferee)
(Nom et adresse du cessionaire incluant le code postal en caracteres
                                  d'imprimerie)


________________________________________________________________________________

                                                                          Shares
_________________________________________________________________________actions
of the capital stock represented by    du capital actions que represente le
the within Certificate, and does       present certificat et constitue
hereby irrevocably constitute and      par les presentes
appoint


________________________________________________________________________________

attorney to transfer the said stock    son fonde de pouvoir irrevocable
on the books of the within-named       avec plein droit de delegation des
Corporation with full power of         pouvoirs conferes, aux fins de
substitution in the premises.          transferer les dites actions dans
                                       les registres de la Societe.


Dated
Date le_________________________________________________


Signature_______________________________________________

Guaranteed by
Garantie par____________________________________________

EX-4.2

                                                                     Exhibit 4.2

                     SHAREHOLDER PROTECTION RIGHTS AGREEMENT


                                     BETWEEN


                        GEAC COMPUTER CORPORATION LIMITED


                                     - AND -


                        MONTREAL TRUST COMPANY OF CANADA


                                 AS RIGHTS AGENT




                          FASKEN MARTINEAU DUMOULIN LLP
                           Toronto-Dominion Bank Tower
                               Box 20, Suite 4200
                             Toronto Dominion Centre
                             Toronto, Canada M5K 1N6










                                TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                        
ARTICLE 1 -       INTERPRETATION.................................................................................1
1.1               Certain Definitions............................................................................1
1.2               Currency......................................................................................14
1.3               Number and Gender.............................................................................14
1.4               Descriptive Headings and References...........................................................15
1.5               Acting Jointly or in Concert..................................................................15
1.6               Holder........................................................................................15

ARTICLE 2 -       THE RIGHTS....................................................................................15
2.1               Legend on Voting Share Certificates...........................................................15
2.2               Initial Exercise Price; Exercise of Rights; Detachment of Rights..............................16
2.3               Adjustments to Exercise Price; Number of Rights...............................................19
2.4               Date on Which Exercise is Effective...........................................................25
2.5               Execution, Authentication, Delivery and Dating of Rights Certificates.........................26
2.6               Registration, Registration of Transfer and Exchange...........................................26
2.7               Mutilated, Destroyed, Lost and Stolen Rights Certificates.....................................27
2.8               Persons Deemed Owners.........................................................................28
2.9               Delivery and Cancellation of Certificates.....................................................28
2.10              Agreement of Rights Holders...................................................................28

ARTICLE 3 -       ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF A FLIP-IN EVENT.....................................29
3.1               Flip-in Event.................................................................................29

ARTICLE 4 -       THE RIGHTS AGENT..............................................................................31
4.1               General.......................................................................................31
4.2               Merger or Consolidation or Change of Name of Rights Agent.....................................31
4.3               Duties of Rights Agent........................................................................32
4.4               Change of Rights Agent........................................................................34

ARTICLE 5 -       MISCELLANEOUS.................................................................................35
5.1               Redemption of Rights..........................................................................35
5.2               Waiver of Flip-In Events......................................................................36
5.3               Issuance of New Rights Certificates...........................................................36
5.4               Supplements and Amendments....................................................................37
5.5               Fractional Rights and Fractional Shares.......................................................38
5.6               Rights of Action..............................................................................39
5.7               Holder of Rights Not Deemed a Shareholder.....................................................39
5.8               Notice of Proposed Actions....................................................................39
5.9               Notices.......................................................................................40
5.10              Costs of Enforcement..........................................................................41
5.11              Successors....................................................................................41
5.12              Benefits of this Agreement....................................................................41


                                      -i-


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                               PAGE
                                                                                                         
5.13              Governing Law.................................................................................41
5.14              Counterparts..................................................................................41
5.15              Severability..................................................................................41
5.16              Determinations and Actions by the Board of Directors..........................................42
5.17              Effective Date and Expiration Time............................................................42
5.18              Regulatory Approvals..........................................................................42



Exhibit A - Form of Rights Certificate


                                      -ii-




                     SHAREHOLDER PROTECTION RIGHTS AGREEMENT

SHAREHOLDER PROTECTION RIGHTS AGREEMENT dated as of March 15, 2000 between GEAC
COMPUTER CORPORATION LIMITED, a corporation amalgamated under the Canada
Business Corporations Act (the "CORPORATION"), and MONTREAL TRUST COMPANY OF
CANADA, a trust company incorporated under the laws of Canada, as rights agent
(the "RIGHTS AGENT", which term shall include any successor Rights Agent
hereunder).

WHEREAS the Board of Directors has determined that it is advisable and in the
best interests of the Corporation to adopt a shareholder protection rights plan
(the "RIGHTS PLAN") to ensure, to the extent possible, that all shareholders of
the Corporation are treated fairly in connection with any take-over bid for
Voting Shares (as hereinafter defined);

AND WHEREAS in order to implement the Rights Plan, the Board of Directors has:

(a)      authorized and declared a distribution of one right (a "RIGHT")
         effective at the Record Time (as hereinafter defined) in respect of
         each Common Share (as hereinafter defined) outstanding at the Record
         Time; and

(b)      authorized the issuance of one Right in respect of each Voting Share
         issued after the Record Time and prior to the earlier of the Separation
         Time (as hereinafter defined) and the Expiration Time (as hereinafter
         defined);

AND WHEREAS each Right shall entitle the holder thereof, after the Separation
Time, to purchase securities of the Corporation pursuant to the terms and
subject to the conditions set forth herein;

AND WHEREAS the Rights Agent has agreed to act on behalf of the Corporation in
connection with the issuance, transfer, exchange and replacement of Rights
Certificates (as hereinafter defined), the exercise of Rights and other matters
referred to herein;

NOW THEREFORE, in consideration of the premises and the respective agreements
set forth herein, the Corporation and the Rights Agent hereby agree as follows:

                           ARTICLE I - INTERPRETATION

1.1      CERTAIN DEFINITIONS

         For purposes of this Agreement, the following terms have the meanings
indicated:

         "ACQUIRING PERSON" shall mean any Person who is the Beneficial Owner of
         20% or more of the outstanding Voting Shares; provided, however, that
         the term "ACQUIRING PERSON" shall not include:

                  (i)    the Corporation or any Subsidiary of the Corporation;


                                     - 2 -

                  (ii)   any Person who becomes the Beneficial  Owner of 20% or
                         more of the Voting Shares then  outstanding as a result
                         of one or any combination of:

                         (A)  a Voting Share Reduction which, by reducing
                              the number of Voting Shares outstanding,
                              increases the percentage of Voting Shares
                              Beneficially Owned by such Person to 20% or
                              more of the Voting Shares then outstanding,

                         (B)  a Pro Rata Acquisition,

                         (C)  a Permitted Bid Acquisition,

                         (D)  an Exempt Acquisition, or

                         (E)  a Convertible Security Acquisition,

                  provided, however, that if a Person becomes the Beneficial
                  Owner of 20% or more of the Voting Shares then outstanding by
                  reason of one or any combination of a Voting Share Reduction,
                  a Pro Rata Acquisition, a Permitted Bid Acquisition, an Exempt
                  Acquisition or a Convertible Security Acquisition and
                  thereafter becomes the Beneficial Owner of more than an
                  additional 1% of the outstanding Voting Shares (other than
                  pursuant to a Voting Share Reduction, a Pro Rata Acquisition,
                  a Permitted Bid Acquisition, an Exempt Acquisition or a
                  Convertible Security Acquisition), then as of the date that
                  such Person becomes the Beneficial Owner of such additional
                  Voting Shares, such Person shall become an Acquiring Person;

                  (iii)    an underwriter or member of a banking or selling
                           group that becomes the Beneficial Owner of 20% or
                           more of the Voting Shares then outstanding from the
                           Corporation in connection with a distribution of
                           securities pursuant to a prospectus or by way of
                           private placement; and

                  (iv)     a Grandfathered Person, provided, however, that if
                           such Person shall thereafter become the Beneficial
                           Owner (other than pursuant to a Voting Share
                           Reduction, a Pro Rata Acquisition, a Permitted Bid
                           Acquisition, an Exempt Acquisition or a Convertible
                           Security Acquisition) of additional Voting Shares
                           constituting more than 1% of the number of Voting
                           Shares then outstanding, such Person shall become an
                           Acquiring Person as of the date and time of
                           acquisition of such additional Voting Shares.

         "AFFILIATE", when used to indicate a relationship with a specified
         Person, shall mean a Person that directly, or indirectly through one or
         more intermediaries, controls, or is controlled by, or is under common
         control with, such specified Person.



                                     - 3 -

         "AGREEMENT" shall mean this shareholder protection rights agreement
         between the Corporation and the Rights Agent, as may be amended and/or
         supplemented or restated from time to time.

         "ASSOCIATE", when used to indicate a relationship with a specified
         Person, shall mean (i) a spouse of such specified Person, (ii) any
         Person of either sex with whom such specified Person is living in a
         conjugal relationship outside marriage, or (iii) any relative of such
         specified Person or of a Person mentioned in Clause (i) or (ii) of this
         definition if that relative has the same residence as the specified
         Person.

         "BENEFICIAL OWNER": a Person shall be deemed the "BENEFICIAL OWNER"
         and to have "BENEFICIAL OWNERSHIP" of and to "BENEFICIALLY OWN":

                  (i)      any securities of which such Person or any of such
                           Person's Affiliates or Associates is the owner at
                           law or in equity;

                  (ii)     any securities as to which such Person or any of such
                           Person's Affiliates or Associates has the right to
                           become the owner at law or in equity, where such
                           right is exercisable immediately or within 60 days of
                           the date of the determination of Beneficial Ownership
                           and whether or not on condition or the occurrence of
                           any contingency or the making of any payment, upon
                           the exercise of any conversion right, exchange right
                           or purchase right attaching to Convertible
                           Securities, or pursuant to any agreement,
                           arrangement, pledge or understanding, written or oral
                           (other than customary agreements with and between
                           underwriters and banking group or selling group
                           members with respect to a distribution of securities
                           pursuant to a prospectus or by way of private
                           placement and other than pursuant to pledges of
                           securities in the ordinary course of business); and

                  (iii)    any securities which are Beneficially Owned within
                           the meaning of Clause (i) or (ii) of this definition
                           by any other Person with which, and in respect of
                           which securities, such Person is acting jointly or in
                           concert;

         provided, however, that a Person shall not be deemed the "BENEFICIAL
         OWNER" of, or to have "BENEFICIAL OWNERSHIP" of, or to "BENEFICIALLY
         OWN", any security:

                  (iv)     by reason of:

                           (A)      such security having been deposited or
                                    tendered pursuant to a Take-over Bid made by
                                    such Person or any of such Person's
                                    Affiliates or Associates or any other Person
                                    referred to in Clause (iii) of this
                                    definition, until the earlier of such
                                    deposited or tendered security being
                                    accepted unconditionally for payment or
                                    exchange or being taken up and paid for; or



                                     - 4 -

                           (B)      the holder of such security having agreed
                                    pursuant to a Permitted Lock-up Agreement to
                                    deposit or tender such security pursuant to
                                    a Take-over Bid made by any such Person or
                                    any of such Person's Affiliates or
                                    Associates or any other Person referred to
                                    in Clause (iii) of this definition;

                  (v)      by reason of such Person, any of such Person's
                           Affiliates or Associates or any other Person referred
                           to in Clause (iii) of this definition holding such
                           security, provided, however, that:

                           (A)      the ordinary business of the Person (in this
                                    definition, a "MANAGER") includes the
                                    management of investment funds for others
                                    and such security is held by the Manager in
                                    the ordinary course of such business in the
                                    performance of such Manager's duties for the
                                    account of any other Person (in this
                                    definition, a "CLIENT");

                           (B)      the Person (in this definition, a "TRUST
                                    COMPANY") is licensed to carry on the
                                    business of a trust company under applicable
                                    law and, as such, acts as a trustee or
                                    administrator or in a similar capacity in
                                    relation to the estates of deceased or
                                    incompetent Persons (each, in this
                                    definition, an "ESTATE ACCOUNT") or in
                                    relation to other accounts (each, in this
                                    definition, an "OTHER ACCOUNT") and holds
                                    such security and is acting in the ordinary
                                    course of such duties for the Estate Account
                                    or for such Other Accounts;

                           (C)      such Person is a Crown agent or agency (in
                                    this definition, a "CROWN AGENT");

                           (D)      the Person is established by statute for
                                    purposes that include, and the ordinary
                                    business or activity of such Person (in this
                                    definition, a "STATUTORY BODY") includes,
                                    the management of investment funds for
                                    employee benefit plans, pension plans and
                                    insurance plans of various public bodies and
                                    the Statutory Body holds such security for
                                    the purposes of its activities as such; or

                           (E)      the Person (in this definition, an
                                    "ADMINISTRATOR") is the administrator or
                                    trustee of one or more pension funds or
                                    plans (each, in this definition, a "PLAN")
                                    registered under the laws of Canada or any
                                    province thereof or the corresponding laws
                                    of the jurisdiction by which such Plan is
                                    governed or is such a Plan and the
                                    Administrator or Plan holds such security
                                    for the purposes of its activities as such;

                  but only if the Manager, the Trust Company, the Crown Agent,
                  the Statutory Body, the Administrator or the Plan, as the case
                  may be, is not then making and



                                     - 5 -

                  has not announced a current intention to make a
                  Take-over Bid, other than an Offer to Acquire Voting Shares
                  or other securities pursuant to a distribution by the
                  Corporation or by means of ordinary market transactions
                  (including prearranged trades entered into in the ordinary
                  course of business of such Person) executed through the
                  facilities of a stock exchange or an organized
                  over-the-counter market, alone or by acting jointly or in
                  concert with any other Person;

                  (vi)     because such Person:

                           (A)      is a Client of the same Manager as another
                                    Person on whose account the Manager holds
                                    such security;

                           (B)      has an Estate Account or an Other Account
                                    with the same Trust Company as another
                                    Person on whose account the Trust Company
                                    holds such security; or

                           (C)      is a Plan with the same Administrator as
                                    another Plan on whose account the
                                    Administrator holds such security;

                  (vii)    because such Person:

                           (A)      is a Client of a Manager and such security
                                    is owned at law or in equity by the Manager;

                           (B)      has an Estate Account or an Other Account
                                    with a Trust Company and such security is
                                    owned at law or in equity by the Trust
                                    Company; or

                           (C)      is a Plan and such security is owned at law
                                    or in equity by the Administrator of the
                                    Plan; or

                  (viii)   because such Person is the registered holder of such
                           security as a result of carrying on the business of,
                           or acting as nominee for, a securities depositary.

         "BOARD OF DIRECTORS" shall mean the board of directors of the
         Corporation.

         "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
         day on which banking institutions in Toronto, Ontario are authorized or
         obliged by law to close.

         "CANADA BUSINESS CORPORATIONS ACT" shall mean the Canada Business
         Corporations Act, R.S.C. 1985, c.C-44, as amended, and the regulations
         made thereunder and any comparable or successor laws or regulations
         thereto.

         "CLOSE OF BUSINESS" on any given date shall mean the time on such date
         (or, if such date is not a Business Day, the time on the next
         succeeding Business Day) at which the office



                                     - 6 -

         of the transfer agent for the Common Shares in Toronto, Ontario
         (or, after the Separation Time, the office of the Rights Agent in
         Toronto, Ontario) is closed to the public. "COMMON STARES" shall mean
         the common shares in the capital of the Corporation.

         "COMPETING PERMITTED BID" shall mean a Take-over Bid that:

                  (i)      is made after a Permitted Bid or another Competing
                           Permitted Bid has been made and prior to the expiry
                           of that Permitted Bid or Competing Permitted Bid (in
                           this definition, the "PRIOR BID");

                  (ii)     satisfies all the  provisions of the definition of a
                           Permitted Bid other than the requirements set out in
                           Clauses (ii)(A) and (D) of the definition of
                           Permitted Bid; and

                  (iii)    contains, and the take-up and payment for securities
                           tendered or deposited thereunder are subject to,
                           irrevocable and unqualified conditions that:

                           (A)      no Voting Shares shall be taken up or paid
                                    for pursuant to the Take-over Bid (x) prior
                                    to the Close of Business on a date that is
                                    not less than the later of 21 days after the
                                    Offer Date of such Take-over Bid and 60 days
                                    after the Offer Date of the earliest Prior
                                    Bid then in existence, and (y) then only if,
                                    at the Close of Business on the date Voting
                                    Shares are first taken up or paid for under
                                    such Take-over Bid, more than 50% of the
                                    then outstanding Voting Shares held by
                                    Independent Shareholders have been deposited
                                    or tendered pursuant to such Take-over Bid
                                    and not withdrawn; and

                           (B)      in the event that the requirement set forth
                                    in Subclause (iii)(A)(y) of this definition
                                    is satisfied, the Offeror will make a public
                                    announcement of that fact and the Take-over
                                    Bid will remain open for deposits and
                                    tenders of Voting Shares for not less than
                                    10 Business Days from the date of such
                                    public announcement.

         "CONTROLLED": a body corporate is "CONTROLLED" by another Person or
         two or more Persons acting jointly or in concert if:

                  (i)      securities entitled to vote in the election of
                           directors carrying more than 50% of the votes for the
                           election of directors are held, directly or
                           indirectly, by or on behalf of the other Person or
                           two or more Persons acting jointly or in concert; and

                  (ii)     the votes carried by such securities are entitled,
                           if exercised, to elect a majority of the board of
                           directors of such body corporate;

         and "CONTROLS", "CONTROLLING" and "UNDER COMMON CONTROL WITH" shall be
         interpreted accordingly.



                                     - 7 -

         "CONVERTIBLE SECURITIES" shall mean at any time any securities issued
         by the Corporation (including rights, warrants and options but
         excluding the Rights) carrying any purchase, exercise, conversion or
         exchange right, pursuant to which the holder thereof may acquire Voting
         Shares or other securities convertible into or exercisable or
         exchangeable for Voting Shares (in each case, whether such right is
         exercisable immediately or after a specified period and whether or not
         on condition or the happening of any contingency).

         "CONVERTIBLE SECURITY ACQUISITION" shall mean the acquisition of Voting
         Shares upon the exercise, conversion or exchange of Convertible
         Securities acquired by a Person pursuant to a Permitted Bid
         Acquisition, an Exempt Acquisition or a Pro Rata Acquisition.

         "CO-RIGHTS AGENT" shall have the meaning attributed thereto in
         Subsection 4.1(a).

         "EFFECTIVE DATE" shall mean the date that is the earlier of

                  (i)      the date that the Board of Directors determines
                           shall be the effective date of this Agreement; and

                  (ii)     March 15, 2000.

         "ELECTION TO EXERCISE" shall have the meaning attributed thereto in
         Subsection 2.2(d).

         "EXEMPT ACQUISITION" shall mean an acquisition of Voting Shares and/or
         Convertible Securities (i) in respect of which the Board of Directors
         has waived the application of Section 3.1 pursuant to the provisions of
         Section 5.2, (ii) pursuant to a distribution to the public of Voting
         Shares and/or Convertible Securities made by the Corporation pursuant
         to a prospectus or a securities exchange take-over bid circular or a
         distribution by way of a private placement (provided that (x) all
         necessary stock exchange approvals for any distribution made pursuant
         to a private placement have been obtained and such private placement
         complies with the terms and conditions of such approvals, and (y) the
         purchaser does not become the Beneficial Owner of Voting Shares equal
         in number to more than 25% of the Voting Shares outstanding immediately
         prior to the private placement, and in making this determination, the
         securities to be issued to such purchaser on the private placement
         shall be deemed to be held by such purchaser but shall not be included
         in the aggregate number of outstanding Voting Shares immediately prior
         to the private placement, or (iii) pursuant to an amalgamation, merger
         or other statutory procedure requiring shareholder approval.

         "EXERCISE PRICE" shall mean, as of any date, the price at which a
         holder may purchase the securities issuable upon exercise of one whole
         Right in accordance with the terms hereof and, subject to adjustment
         thereof in accordance with the terms hereof, the Exercise Price shall
         be:

                  (i)      until the Separation Time, an amount equal to three
                           times the Market Price, from time to time, per Common
                           Share; and



                                     - 8 -

                  (ii)     from and after the Separation Time, an amount equal
                           to three times the Market Price, as at the Separation
                           Time, per Common Share.

         "EXPANSION FACTOR" shall have the meaning attributed thereto in
         Subsection 2.3(b)(x).

         "EXPIRATION TIME" shall have the meaning attributed thereto in Section
         5.17.

         "FLIP-IN EVENT" shall mean a transaction in which any Person becomes an
         Acquiring Person.

         "GRANDFATHERED PERSON" shall mean any Person who is the Beneficial
         Owner of 20% or more of the outstanding Voting Shares at the date
         hereof.

         "HOLDER" shall have the meaning attributed thereto in Section 1.6.

         "INDEPENDENT SHAREHOLDERS" shall mean holders of Voting Shares, other
         than (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or
         Associate of any Acquiring Person or Offeror, (iv) any Person acting
         jointly or in concert with any Acquiring Person or Offeror, and (v) any
         employee benefit plan, deferred profit sharing plan, stock
         participation plan or trust for the benefit of employees of the
         Corporation or a wholly-owned Subsidiary of the Corporation, unless the
         beneficiaries of such plan or trust direct the manner in which such
         Voting Shares are to be voted or direct whether the Voting Shares are
         to be tendered to a Take-over Bid.

         "MARKET PRICE" per security of any securities on any date shall mean
         the average of the daily closing prices per security of such securities
         (determined as described below) on each of the 20 consecutive Trading
         Days through and including the Trading Day immediately preceding such
         date; provided, however, that if an event of a type analogous to any of
         the events described in Section 2.3 shall have caused the closing
         prices used to determine the Market Price on any Trading Day not to be
         fully comparable with the closing price on such date of determination
         (or, if the date of determination is not a Trading Day, on the
         immediately preceding Trading Day), each such closing price so used
         shall be appropriately adjusted in a manner analogous to the applicable
         adjustment provided for in Section 2.3 in order to make it fully
         comparable with the closing price on such date of determination (or, if
         the date of determination is not a Trading Day, on the immediately
         preceding Trading Day). The closing price per security of any
         securities on any date shall be:

                  (i)      the closing board lot sale price or, in case no such
                           sale takes place on such date, the average of the
                           closing bid and asked prices for each such security
                           as reported by the principal Canadian stock exchange
                           on which such securities are listed or admitted to
                           trading;

                  (ii)     if for any reason none of the prices described in
                           Clause (i) above are available for such date or the
                           securities are not listed or admitted to trading on a
                           Canadian stock exchange, the last sale price or, if
                           such price is not




                                     - 9 -

                           available, the average of the closing bid and asked
                           prices, for each such security on such date as
                           reported by such other securities exchange on which
                           such securities are listed or admitted to trading;

                  (iii)    if for any reason none of the prices described in
                           Clauses (i) and (ii) above are available for such
                           date or the securities are not listed or admitted to
                           trading on a Canadian stock exchange or any other
                           securities exchange, the last sale price, or if no
                           sale takes place, the average of the high bid and low
                           asked prices for each such security on such date in
                           the over-the-counter market, as quoted by any
                           reporting system then in use (as determined by the
                           Board of Directors); or

                  (iv)     if for such date none of the prices described in
                           Clauses (i), (ii) and (iii) above are available or
                           the securities are not listed or admitted to trading
                           on a Canadian stock exchange or any other securities
                           exchange and are not quoted by any such reporting
                           system, the average of the closing bid and asked
                           prices for such date as furnished by a professional
                           market maker making a market in the securities
                           selected in good faith by the Board of Directors;

         provided, however, that if on any such date none of such prices is
         available, the closing price per security of such securities on such
         date shall mean the fair value per security of such securities on such
         date as determined in good faith by a recognized investment banking
         firm selected by the Board of Directors.

         "OFFER DATE" shall mean the date of a Take-over Bid.

         "OFFER TO ACQUIRE" shall include:

                  (i)      an offer to purchase, or a solicitation of an offer
                           to sell, Voting Shares and/or Convertible Securities;
                           and

                  (ii)     an acceptance of an offer to sell Voting Shares
                           and/or Convertible Securities, whether or not such
                           offer to sell has been solicited;

         or any combination thereof, and the Person accepting an offer to sell
         shall be deemed to be making an Offer to Acquire to the Person that
         made the offer to sell.

         "OFFEROR" shall mean a Person who has announced an intention to make or
         who is making a Take-over Bid (including a Permitted Bid or Competing
         Permitted Bid but excluding an Offer to Acquire Voting Shares or other
         securities of the Corporation made by a Manager, Trust Company, Crown
         Agent, Statutory Body, Administrator or Plan referred to in Clause
         1.1(v) of the definition of Beneficial Owner pursuant to a distribution
         by the Corporation or by means of ordinary market transactions
         (including pre-arranged trades entered into in the ordinary course of
         business of such Person) in the



                                     - 10 -

         circumstances contemplated in said Clause 1.1(v)) but only for so long
         as the Take-over Bid so announced or made has not been withdrawn or
         terminated and has not expired.

         "OFFEROR'S SECURITIES" shall mean the aggregate of the Voting Shares
         Beneficially Owned on the date of an Offer to Acquire by an Offeror.

         "PERMITTED BID" shall mean a Take-over Bid that is made by means of a
         take-over bid circular and that also complies with the following
         additional provisions:

                  (i)      the Take-over Bid is made to all holders of Voting
                           Shares; and

                  (ii)     the Take-over Bid shall contain, and the take-up and
                           payment for securities tendered or deposited
                           thereunder shall be subject to, irrevocable and
                           unqualified conditions that:

                           (A)      no Voting Shares shall be taken up or paid
                                    for pursuant to the Take-over Bid (x) prior
                                    to the Close of Business on a date that is
                                    not less than 60 days following the Offer
                                    Date, and (y) then only if, at the Close of
                                    Business on the date Voting Shares are first
                                    taken up or paid for under the Take-over
                                    Bid, more than 50% of the then outstanding
                                    Voting Shares held by Independent
                                    Shareholders have been deposited or tendered
                                    pursuant to the Take-over Bid and not
                                    withdrawn;

                           (B)      Voting Shares may be deposited pursuant to
                                    such Take-over Bid, unless such Take-over
                                    Bid is withdrawn, at any time prior to the
                                    Close of Business on the date Voting Shares
                                    are first taken up or paid for under the
                                    Take-over Bid;

                           (C)      any Voting Shares deposited pursuant to the
                                    Take-over Bid may be withdrawn until taken
                                    up and paid for; and

                           (D)      in the event that the requirement set forth
                                    in Subclause (ii)(A)(y) of this definition
                                    is satisfied, the Offeror will make a public
                                    announcement of that fact and the Take-over
                                    Bid will remain open for deposits and tender
                                    of Voting Shares for not less than 10
                                    Business Days from the date of such public
                                    announcement.

         "PERMITTED BID ACQUISITION" shall mean an acquisition of Voting Shares
         and/or Convertible Securities made pursuant to a Permitted Bid or a
         Competing Permitted Bid.

         "PERMITTED LOCK-UP AGREEMENT" shall mean an agreement between a Person
         and one or more holders of Voting Shares and/or Convertible Securities
         (each a "LOCKED-UP PERSON") (the terms of which are publicly disclosed
         and a copy of which is made available to the public (including the
         Corporation) not later than the date the Lock-up Bid (as defined below)
         is publicly announced or, if the Lock-up Bid has been made prior to



                                     - 11 -

         the date on which such agreement is entered into, not later than
         the date of such agreement), pursuant to which each such Locked-up
         Person agrees to deposit or tender Voting Shares and/or Convertible
         Securities to a Take-over Bid (the "LOCK-UP BID") made or to be made
         by the Person or any of such Person's Affiliates or Associates or any
         other Person referred to in Clause (iii) of the definition of
         Beneficial Owner, provided, however, that:

                  (i)      the agreement permits any Locked-up Person to
                           terminate its obligation to deposit or tender to or
                           not to withdraw Voting Shares and/or Convertible
                           Securities from the Lock-up Bid in order to tender or
                           deposit such securities to another Take-over Bid or
                           support another transaction:

                           (A)      where the price or value per Voting Share or
                                    Convertible Security offered under such
                                    other Take-over Bid or transaction is higher
                                    than the price or value per Voting Share or
                                    Convertible Security offered under the
                                    Lock-up bid; or

                           (B)      if:

                                    (a)     the price or value per Voting Share
                                            or Convertible Security offered
                                            under the other Take-over Bid or
                                            transaction exceeds by as much as or
                                            more than a specified amount (the
                                            "SPECIFIED AMOUNT") the price or
                                            value per Voting Share or
                                            Convertible Security offered under
                                            the Lock-up Bid, provided that such
                                            Specified Amount is not greater than
                                            7% of the price or value per Voting
                                            Share or Convertible Security
                                            offered under the Lock-up Bid; or

                                    (b)     the number of Voting Shares and/or
                                            Convertible Securities to be
                                            purchased under the other Take-over
                                            Bid or transaction exceeds by as
                                            much as or more than a specified
                                            number (the "SPECIFIED NUMBER") the
                                            number of Voting Shares and/or
                                            Convertible Securities that the
                                            Offeror has offered to purchase
                                            under the Lock-up Bid at a price or
                                            value per Voting Share or
                                            Convertible Security that is not
                                            less than the price or value per
                                            Voting Share or Convertible Security
                                            offered under the Lock-up Bid,
                                            provided that the Specified Number
                                            is not greater than 7% of the number
                                            of Voting Shares and/or Convertible
                                            Securities offered under the Lock-up
                                            Bid;

                  and, for greater clarity, the agreement may contain a right of
                  first refusal or require a period of delay to give such Person
                  an opportunity to match a higher price in another Take-over
                  Bid or other similar limitation on a Locked-up Person's right
                  to withdraw Voting Shares and/or Convertible Securities from
                  the agreement, so long as the limitation does not preclude the
                  exercise by the Locked-




                                     - 12 -

                  up Person of the right to withdraw Voting Shares and/or
                  Convertible Securities during the period of the other
                  Take-over Bid or transaction; and

                  (ii)     no "break-up" fees, "top-up" fees, penalties,
                           expenses or other amounts that exceed in the
                           aggregate the greater of:

                           (A)      the cash equivalent of 2.5% of the price or
                                    value payable under the Locked-up Bid to a
                                    Locked-up Person; and

                           (B)      50% of the amount by which the price or
                                    value payable under another Take-over Bid or
                                    transaction to a Locked-up Person exceeds
                                    the price or value of the consideration that
                                    such Locked-up Person would have received
                                    under the Lock-up Bid,

                  shall be payable by a Locked-up Person pursuant to the
                  agreement in the event a Locked-up Person fails to deposit or
                  tender Voting Shares and/or Convertible Securities to the
                  Lock-up Bid, withdraws Voting Shares and/or Convertible
                  Securities previously tendered thereto in order to tender to
                  another Take-over Bid or support another transaction.

         "PERSON" shall include any individual, firm, partnership, syndicate,
         association, trust, trustee, executor, administrator, legal personal
         representative, government, governmental body or authority, corporation
         or other incorporated or unincorporated organization.

         "PRO RATA ACQUISITION" shall mean an acquisition by a Person of Voting
         Shares and/or Convertible Securities (i) as a result of a stock
         dividend, a stock split or other event pursuant to which such Person
         receives or acquires Voting Shares and/or Convertible Securities on the
         same pro rata basis as all other holders of Voting Shares and/or
         Convertible Securities of the same class or series of the Corporation;
         (ii) pursuant to a regular dividend reinvestment or other plan of the
         Corporation made available by the Corporation to the holders of Voting
         Shares where such plan permits the holder to direct that the dividends
         paid in respect of such Voting Shares be applied to the purchase from
         the Corporation of further securities of the Corporation; or (iii)
         pursuant to the receipt and/or exercise of rights (other than the
         Rights) issued by the Corporation to all of the holders of a series or
         class of Voting Shares on a pro rata basis to subscribe for or purchase
         Voting Shares and/or Convertible Securities, provided that such rights
         are acquired directly from the Corporation and not from any other
         Person.

         "RECORD TIME" shall mean 5:00 p.m. (Toronto time) on the Effective
         Date.

         "REDEMPTION PRICE" shall have the meaning attributed thereto in
         Subsection 5.1(a).

         "REGULAR PERIODIC CASH DIVIDEND" shall have the meaning attributed
         thereto in Subsection 2.3(d).



                                     - 13 -

         "RIGHTS" shall mean the herein described rights to purchase securities
         pursuant to the terms and subject to the conditions set forth herein.

         "RIGHTS CERTIFICATE" shall mean the certificates representing the
         Rights after the Separation Time which shall be substantially in the
         form attached hereto as Exhibit A or such other form as the Corporation
         and the Rights Agent may agree.

         "RIGHTS REGISTER" and "RIGHTS REGISTRAR" shall each have the meaning
         attributed thereto in Subsection 2.6(a).

         "SECURITIES ACT (ONTARIO)" shall mean the Securities Act, R.S.O. 1990,
         c. S-5, as amended,  and the regulations made thereunder and any
         comparable or successor laws or regulations thereto.

         "SEPARATION TIME" shall mean the Close of Business on the tenth Trading
         Day after the earliest of:

                  (i)      the Stock Acquisition Date; and

                  (ii)     the date of the commencement of, or first public
                           announcement of the intent of any Person (other than
                           the Corporation or any Subsidiary of the Corporation)
                           to commence, a Take-over Bid (other than a Permitted
                           Bid or Competing Permitted Bid);

         or such later date as may be determined by the Board of Directors in
         good faith, provided, however, that if any Take-over Bid referred to in
         Clause (ii) above expires or is cancelled, terminated or otherwise
         withdrawn prior to the Separation Time, such Take-Over Bid shall be
         deemed, for the purposes of this definition, never to have been made.

         "STOCK ACQUISITION DATE" shall mean the first date of public
         announcement (which, for purposes of this definition, shall include,
         without limitation, a report filed pursuant to Section 101 of the
         Securities Act (Ontario)) by the Corporation or an Acquiring Person of
         facts indicating that an Acquiring Person has become such.

         "SUBSIDIARY":  a body corporate is a Subsidiary of another body
         corporate if:

                  (i)      it is controlled by (A) that other, or (B) that other
                           and one or more bodies corporate, each of which is
                           controlled by that other, or (C) two or more bodies
                           corporate, each of which is controlled by that other;
                           or

                  (ii)     it is a Subsidiary of a body corporate that is that
                           other's Subsidiary.

         "TAKE-OVER BID" shall mean an Offer to Acquire Voting Shares and/or
         Convertible Securities, where the Voting Shares subject to the Offer to
         Acquire together with the Voting Shares which the securities subject to
         the Offer to Acquire are convertible into, exchangeable for or
         otherwise entitled to acquire and the Offeror's Securities, constitute




                                     - 14 -

         in the aggregate 20% or more of the outstanding Voting Shares at the
         date of the Offer to Acquire.

         "TERMINATION TIME" shall mean the time at which the right to exercise
         Rights shall terminate pursuant to Section 5.1.

         "TRADING DAY", when used with respect to any securities, shall mean a
         day on which the principal Canadian securities exchange on which such
         securities are listed or admitted to trading is open for the
         transaction of business or, if the securities are not listed or
         admitted to trading on any Canadian securities exchange, a Business
         Day.

         "VOTING SHARE REDUCTION" shall mean an acquisition or a redemption by
         the Corporation of Voting Shares.

         "VOTING SHARES" shall mean collectively the Common Shares and any other
         shares in the capital stock or voting interests of the Corporation
         entitled to vote generally in the election of directors. For the
         purposes of this Agreement, the percentage of Voting Shares
         Beneficially Owned by any Person shall be and be deemed to be the
         product determined by the formula:

                                     100 x A
                                           B
         where

         A        =        the number of votes for the election  of all
                           directors generally attaching to the Voting
                           Shares Beneficially Owned by such Person; and

         B        =        the number of votes for the election of all
                           directors generally attaching to all outstanding
                           Voting Shares.

         Where any Person is deemed to Beneficially Own unissued Voting Shares,
         such Voting Shares shall be deemed to be outstanding for the purposes
         of both A and B above, but no other unissued Voting Shares shall, for
         the purposes of such calculation, be deemed to be outstanding.

1.2      CURRENCY

         All sums of money which are referred to in this Agreement are expressed
in lawful money of Canada, unless otherwise specified.

1.3      NUMBER AND GENDER

         Wherever the context so requires, terms used herein importing the
singular number only shall include the plural and vice versa and words importing
any one gender shall include all others.



                                     - 15 -


1.4      DESCRIPTIVE HEADINGS AND REFERENCES

         Descriptive headings and the Table of Contents appear herein for
convenience of reference only and shall not affect the meaning or construction
of any of the provisions hereof. All references to Articles, Sections,
Subsections, Clauses and Exhibits are to the articles, sections, subsections,
clauses and exhibits forming part of this Agreement unless otherwise indicated.
The words "hereto", "herein", "hereof`, "hereunder", "this Agreement" and
similar expressions refer to this Agreement including the Exhibits, as the same
may be amended, modified or supplemented from time to time.

1.5      ACTING JOINTLY OR IN CONCERT

         For purposes of this Agreement, a Person is acting jointly or in
concert with every other Person who is a party to any agreement, commitment or
understanding, whether formal or informal and whether or not in writing, with
the first mentioned Person to acquire or Offer to Acquire Voting Shares (other
than customary agreements with and between underwriters and/or banking group
and/or selling group members with respect to a distribution of securities
pursuant to a prospectus or by way of private placement and other than pursuant
to pledges of securities in the ordinary course of business).

1.6      HOLDER

         As used in this Agreement, unless the context otherwise requires, the
term "HOLDER" of any Rights shall mean the registered holder of such Rights (or,
prior to the Separation Time, of the associated Common Shares).

                            ARTICLE II - THE RIGHTS

2.1      LEGEND ON VOTING SHARE CERTIFICATES

         Voting Share certificates issued after the Record Time and prior to the
Close of Business on the earlier of the Separation Time and the Expiration Time
shall evidence one Right for each Voting Share represented thereby and shall
have impressed on, printed on, written on or otherwise affixed to them a legend,
substantially in the following form:

         "Until the Separation Time (as such term is defined in the Shareholder
         Protection Rights Agreement referred to below), this certificate also
         evidences and entitles the holder hereof to certain Rights as set forth
         in the Shareholder Protection Rights Agreement dated as of March 15,
         2000 as amended from time to time (the "Rights Agreement") between GEAC
         COMPUTER CORPORATION LIMITED (the "Corporation") and MONTREAL TRUST
         COMPANY OF CANADA, as Rights Agent, the terms of which are hereby
         incorporated herein by reference and a copy of which is on file and may
         be inspected during normal business hours at the head office of the
         Corporation. In certain circumstances, as set forth in the Rights
         Agreement, such Rights may be amended, may be redeemed, may expire, may
         become void or



                                     - 16 -

         may be evidenced by separate certificates and may no longer be
         evidenced by this certificate. The Corporation will mail or arrange
         for the mailing of a copy of the Rights Agreement to the holder of
         this certificate without charge promptly after the receipt of a
         written request therefor."

Certificates representing Voting Shares that are issued and outstanding at the
Record Time shall also evidence one Right for each Voting Share evidenced
thereby, notwithstanding the absence of the foregoing legend, until the earlier
of the Separation Time and the Expiration Time.

2.2      INITIAL EXERCISE PRICE; EXERCISE OF RIGHTS; DETACHMENT OF RIGHTS

         (a)      Subject to adjustment as herein set forth, each Right will
                  entitle the holder thereof, from and after the Separation Time
                  and prior to the Expiration Time, to purchase one Common Share
                  for the Exercise Price (which Exercise Price and number of
                  Common Shares are subject to adjustment as set forth below).
                  Notwithstanding any other provision of this Agreement, any
                  Rights held by the Corporation or any of its Subsidiaries
                  shall be void.

         (b)      Until the Separation Time, (i) the Rights shall not be
                  exercisable and no Right may be exercised, and (ii) for
                  administrative purposes, each Right will be evidenced by the
                  certificate for the associated Voting Share registered in the
                  name of the holder thereof (which certificate shall be deemed
                  to represent a Rights Certificate) and will be transferable
                  only together with, and will be transferred by a transfer of,
                  such associated Voting Share.

         (c)      From and after the Separation Time and prior to the
                  Expiration Time, the Rights may be exercised and the
                  registration and transfer of the Rights shall be separate from
                  and independent of Voting Shares. Promptly following the
                  Separation Time, the Corporation will prepare and the Rights
                  Agent will mail to each holder of record of Voting Shares as
                  of the Separation Time (other than an Acquiring Person, any
                  other Person whose Rights are or become void pursuant to the
                  provisions of Subsection 3.1 (b) and, in respect of any Rights
                  Beneficially Owned by such Acquiring Person which are not held
                  of record by such Acquiring Person, the holder of record of
                  such Rights), at such holder's address as shown by the records
                  of the Corporation (the Corporation hereby agreeing to furnish
                  copies of such records to the Rights Agent for this purpose):

                  (i)      a Rights Certificate in substantially the form set
                           out in Exhibit "A" hereto, appropriately completed,
                           representing the number of Rights held by such holder
                           at the Separation Time and having such marks of
                           identification or designation and such legends,
                           summaries or endorsements printed thereon as the
                           Corporation may deem appropriate and as are not
                           inconsistent with the provisions of this Agreement,
                           or as may be required to comply with any law or with
                           any rule or regulation or judicial or administrative
                           order made pursuant thereto or with any rule or
                           regulation of any self-regulatory



                                     - 17 -

                           organization, stock exchange or quotation system on
                           which the Rights may from time to time be listed or
                           traded, or to conform to usage; and

                  (ii)     a disclosure statement prepared by the Corporation
                           describing the Rights;

         provided, however, that a nominee shall be sent the materials provided
         for in Clauses (i) and (ii) above in respect of all Voting Shares held
         of record by it which are not Beneficially Owned by an Acquiring
         Person. In order for the Corporation to determine whether any Person is
         holding Voting Shares which are Beneficially Owned by another Person,
         the Corporation may require such first-mentioned Person to furnish such
         information and documentation as the Corporation deems necessary or
         appropriate to make such determination.

         (d)      Rights may be exercised in whole or in part on any Business
                  Day after the Separation Time and prior to the Expiration Time
                  by submitting to the Rights Agent at its office in Toronto,
                  Ontario or, with the approval of the Rights Agent, at any
                  other office of the Rights Agent in the cities designated from
                  time to time for that purpose by the Corporation:

                  (i)      the Rights Certificate evidencing such Rights with an
                           election to exercise (an "ELECTION TO EXERCISE")
                           substantially in the form attached to the Rights
                           Certificate appropriately completed and duly executed
                           by the holder or his executors or administrators or
                           other personal representatives or his legal attorney
                           duly appointed by an instrument in writing in form
                           and executed in a manner satisfactory to the Rights
                           Agent; and

                  (ii)     payment by certified cheque, banker's draft or money
                           order payable to the order of the Rights Agent, of a
                           sum equal to the Exercise Price multiplied by the
                           number of Rights being exercised and a sum sufficient
                           to cover any transfer tax or charge which may be
                           payable in respect of the transfer or delivery of
                           Rights Certificates or the issuance or delivery of
                           certificates for Voting Shares in a name other than
                           that of the holder of the Rights being exercised.

         (e)      Upon receipt of a Rights Certificate, with a completed
                  Election to Exercise appropriately completed and duly executed
                  which does not indicate that such Right is null and void as
                  provided by Subsection 3.1(b), accompanied by payment as set
                  forth in Clause 2.2(d)(ii), the Rights Agent (unless otherwise
                  instructed in writing by the Corporation) will thereupon
                  promptly:

                  (i)      requisition from the transfer agent of the Common
                           Shares certificates for the number of Common Shares
                           to be purchased (the Corporation hereby irrevocably
                           agreeing to authorize its transfer agent to comply
                           with all such requisitions);



                                     - 18 -

                  (ii)     after receipt of such certificates referred to in
                           Clause 2.2(e)(i), deliver such certificates to or
                           upon the order of the registered holder of such
                           Rights Certificate, registered in such name or names
                           as may be designated by such holder;

                  (iii)    when appropriate, requisition from the Corporation
                           the amount of cash to be paid in lieu of issuing
                           fractional Common Shares or fractional Right;

                  (iv)     after receipt, deliver such cash referred to in
                           Clause 2.2(e)(iii) to or to the order of the
                           registered  holder of the Rights Certificate; and

         (v)      tender to the Corporation all payments received on exercise
                  of the Rights.

         (f)      In case the holder of any Rights shall exercise less than all
                  the Rights evidenced by such holder's Rights Certificate, a
                  new Rights Certificate evidencing the Rights remaining
                  unexercised will be issued by the Rights Agent to such holder
                  or to such holder's duly authorized assigns.

         (g)      The Corporation covenants and agrees that it will:

                  (i)      take all such action as may be necessary and within
                           its power to ensure that all securities delivered
                           upon exercise of Rights shall, at the time of
                           delivery of the certificates for such securities
                           (subject to payment of the Exercise Price), be duly
                           and validly authorized, executed, issued and
                           delivered as fully paid and non-assessable;

                  (ii)     take all such action as may be necessary and within
                           its power to comply with any applicable requirements
                           of the Canada Business Corporations Act, the
                           Securities Act (Ontario) and the securities statute
                           or comparable legislation of each of the other
                           provinces and territories of Canada, and other
                           applicable securities laws and the rules and
                           regulations thereunder, and any other applicable law,
                           rule or regulation, in connection with the issuance
                           and delivery of the Rights Certificates and the
                           issuance of any Common Shares upon exercise of
                           Rights;

                  (iii)    use reasonable efforts to cause all Common Shares
                           issued upon exercise of Rights to be listed upon
                           issuance on The Toronto Stock Exchange and each other
                           stock exchange on which the Common Shares are then
                           listed or admitted to trading at that time;

                  (iv)     pay when due and payable any and all Canadian and
                           United States federal, provincial and state transfer
                           taxes (not in the nature of income or withholding
                           taxes) and charges which may be payable in respect of
                           the original issuance or delivery of the Rights
                           Certificates or certificates for Common Shares,
                           provided that the Corporation shall not be required
                           to pay any transfer tax or charge which may be
                           payable in respect of the



                                     - 19 -

                           transfer or delivery of Rights Certificates or the
                           issuance or delivery of certificates for Common
                           Shares in a name other than that of the holder of the
                           Rights being transferred or exercised; and

                  (v)      cause to be reserved and kept available out of its
                           authorized and unissued Common Shares, the number of
                           Common Shares that, as provided in this Agreement,
                           will from time to time be sufficient to permit the
                           exercise in full of all outstanding Rights.

2.3      ADJUSTMENTS TO EXERCISE PRICE; NUMBER OF RIGHTS

         (a)      The Exercise Price, the number and kind of securities subject
                  to purchase upon exercise of each Right and the number of
                  Rights outstanding are subject to adjustment from time to time
                  as provided in this Section 2.3.

         (b)      In the event the Corporation shall at any time after the
                  Record Time and prior to the Expiration Time:

                  (i)      declare or pay a dividend on the Common Shares of the
                           Corporation payable in Common Shares or other capital
                           stock of the Corporation (or securities exchangeable
                           for or convertible into or giving a right to acquire
                           Common Shares) other than pursuant to any optional
                           stock dividend program;

                  (ii)     subdivide or change the then outstanding Common
                           Shares into a greater number of Common Shares;

                  (iii)    consolidate or change the then outstanding Common
                           Shares into a smaller number of Common Shares; or

                  (iv)     issue any Common Shares or other capital stock of the
                           Corporation (or securities exchangeable for or
                           convertible into or giving a right to acquire Common
                           Shares) in respect of, in lieu of, or in exchange for
                           existing Common Shares;

                  the Exercise Price and the number of Rights outstanding or, if
                  the payment or effective date therefor shall occur after the
                  Separation Time, the securities purchasable upon exercise of
                  Rights, shall be adjusted in the manner set forth below.

                  If the Exercise Price and number of Rights outstanding are to
                  be adjusted:

                  (x)      the Exercise Price in effect after such adjustment
                           will be equal to the Exercise Price in effect
                           immediately prior to such adjustment divided by the
                           number of Common Shares (the "EXPANSION FACTOR") that
                           a holder of one Common Share immediately prior to
                           such dividend, subdivision, change, consolidation or
                           issuance would hold thereafter as a result thereof




                                     - 20 -

                           (assuming the exercise of all such exchange,
                           conversion or acquisition rights, if any); and

                  (y)      each Right held prior to such adjustment will become
                           that number of Rights equal to the Expansion Factor
                           and the adjusted number of Rights will be deemed to
                           be distributed among the Common Shares with respect
                           to which the original Rights were associated (if they
                           remain outstanding) and the Common Shares issued or
                           issuable in respect of such dividend, subdivision,
                           change, consolidation or issuance, so that each such
                           Common Share will have exactly one Right associated
                           with it.

                  For greater certainty, if the securities purchasable upon
                  exercise of Rights are to be adjusted, the securities
                  purchasable upon exercise of each Right after such adjustment
                  will be the securities that a holder of the securities
                  purchasable upon exercise of one Right immediately prior to
                  such dividend, subdivision, change, consolidation or issuance
                  would hold thereafter as a result thereof. To the extent that
                  such rights of exchange, conversion or acquisition are not
                  exercised prior to the expiration thereof, the Exercise Price
                  shall be readjusted to the Exercise Price which would then be
                  in effect based on the number of Common Shares (or securities
                  convertible into or exchangeable for Common Shares) actually
                  issued upon the exercise of such rights.

                  If after the Record Time and prior to the Expiration Time the
                  Corporation shall issue any shares of capital stock other than
                  Common Shares in a transaction of a type described in Clause
                  2.3(b)(i) or (iv), shares of such capital stock shall be
                  treated herein as nearly equivalent to Common Shares as may be
                  practicable and appropriate under the circumstances and the
                  Corporation and the Rights Agent shall amend this Agreement in
                  order to effect such treatment.

                  If an event occurs which would require an adjustment under
                  both this Section 2.3 and Section 3.1, the adjustment provided
                  for in this Section 2.3 shall be in addition to, and shall be
                  made prior to, any adjustment required pursuant to Section
                  3.1.

                  If the Corporation shall at any time after the Record Time and
                  prior to the Separation Time issue any Common Shares otherwise
                  than in a transaction referred to in this Subsection 2.3(b),
                  each such Common Share so issued shall automatically have one
                  new Right associated with it, which Right shall be evidenced
                  by the certificate representing such associated Common Share.

         (c)      In the event the  Corporation  shall at any time after the
                  Record Time and prior to the Separation Time fix a
                  record date for the issuance to all holders of Common Shares
                  of rights, options or warrants entitling them (for a period
                  expiring within 45 days after such record date) to subscribe
                  for or purchase Common Shares (or securities convertible
                  into or exchangeable for or carrying a right to acquire
                  Common Shares) at a price per Common Share (or, if a
                  security convertible into


                                     - 21 -


                  or exchangeable for or carrying a right to acquire
                  Common Shares, having a conversion, exchange or exercise
                  price, including the price required to be paid to purchase
                  such convertible or exchangeable security or right, per
                  share) less than the Market Price per Common Share on such
                  record date, the Exercise Price shall be adjusted. The
                  Exercise Price in effect after such record date will equal
                  the Exercise Price in effect immediately prior to such
                  record date multiplied by a fraction, of which the numerator
                  shall be the number of Common Shares outstanding on such
                  record date plus the number of Common Shares that the
                  aggregate offering price of the total number of Common
                  Shares so to be offered (and/or the aggregate initial
                  conversion, exchange or exercise price of the convertible or
                  exchangeable securities or rights so to be offered
                  (including the price required to be paid to purchase such
                  convertible or exchangeable securities or rights)) would
                  purchase at such Market Price per Common Share and of which
                  the denominator shall be the number of Common Shares
                  outstanding on such record date plus the number of
                  additional Common Shares to be offered for subscription or
                  purchase (or into which the convertible or exchangeable
                  securities or rights so to be offered are initially
                  convertible, exchangeable or exercisable). In case such
                  subscription price may be paid by delivery of consideration
                  part or all of which shall be in a form other than cash, the
                  value of such consideration shall be as determined in good
                  faith by the Board of Directors. To the extent that such
                  rights of exchange, conversion or acquisition are not
                  exercised prior to the expiration thereof, the Exercise
                  Price shall be readjusted to the Exercise Price which would
                  then be in effect based on the number of Common Shares (or
                  securities convertible into or exchangeable for Common
                  Shares) actually issued upon the exercise of such rights.

                  For purposes of this Agreement, the granting of the right to
                  purchase Common Shares (whether from treasury shares or
                  otherwise) pursuant to any dividend or interest reinvestment
                  plan and/or any Common Share purchase plan providing for the
                  reinvestment of dividends or interest payable on securities of
                  the Corporation and/or the investment of periodic optional
                  payments and/or employee benefit or similar plans (so long as
                  such right to purchase is in no case evidenced by the delivery
                  of rights or warrants) shall not be deemed to constitute an
                  issue of rights or warrants by the Corporation; provided,
                  however, that, in the case of any dividend or interest
                  reinvestment plan, the right to purchase Common Shares is at a
                  price per share of not less than 90 percent of the current
                  market price per share (determined as provided in such plans)
                  of the Common Shares.

         (d)      In the event the  Corporation  shall at any time after the
                  Record Time and prior to the Separation Time fix a
                  record date for the making of a distribution to all holders
                  of Common Shares of evidences of indebtedness or assets
                  (other than a Regular Periodic Cash Dividend (as defined
                  below) or a dividend paid in Common Shares) or rights,
                  options or warrants (excluding those referred to in
                  Subsection 2.3(c)), the Exercise Price shall be adjusted.
                  The Exercise Price in effect after such record date will
                  equal the Exercise Price in effect immediately



                                     - 22 -

                  prior to such record date less the fair market value
                  (as determined in good faith by the Board of Directors) of
                  the portion of the assets, evidences of indebtedness, rights
                  or warrants so to be distributed applicable to the
                  securities purchasable upon exercise of one Right.

                  For the purpose of this Subsection 2.3(d), "REGULAR PERIODIC
                  CASH DIVIDEND" shall mean cash dividends paid at regular
                  intervals in any fiscal year of the Corporation to the extent
                  that such cash dividends do not exceed, in the aggregate, the
                  greatest of:

                  (i)      200% of the aggregate amount of cash dividends
                           declared payable by the Corporation on its Common
                           Shares in its immediately preceding fiscal year;

                  (ii)     300% of the arithmetic mean of the aggregate amounts
                           of cash dividends declared payable by the Corporation
                           on its Common Shares in its three immediately
                           preceding fiscal years; and

                  (iii)    100% of the aggregate consolidated net income of the
                           Corporation, before extraordinary items, for its
                           immediately preceding fiscal year.

         (e)      Each adjustment made pursuant to this Section 2.3 shall be
                  made as of:

                  (i)      the payment or effective date for the applicable
                           dividend, subdivision, change, consolidation or
                           issuance, in the case of an adjustment made pursuant
                           to Subsection 2.3(b) above; and

                  (ii)     the record date for the applicable dividend or
                           distribution, in the case of an adjustment made
                           pursuant to Subsection 2.3(c) or (d) above.

         (f)      In the event the Corporation shall at any time after
                  the Record Time and prior to the Separation Time issue any
                  shares of capital stock (other than Common Shares), or
                  rights, options or warrants to subscribe for or purchase any
                  such capital stock, or securities convertible into or
                  exchangeable for any such capital stock in a transaction
                  referred to in Clause 2.3(b)(i) or (iv), if the Board of
                  Directors acting in good faith determines that the
                  adjustments contemplated by Subsections 2.3(b), (c) and (d)
                  above in connection with such transaction will not
                  appropriately protect the interests of the holders of
                  Rights, the Board of Directors may determine what other
                  adjustments to the Exercise Price, number of Rights and/or
                  securities purchasable upon exercise of Rights would be
                  appropriate and, notwithstanding Subsections 2.3(b), (c) and
                  (d) above, but subject to the prior consent of the holders
                  of Common Shares or Rights obtained as set forth in
                  Subsection 5.4(b) or (c) as applicable, such adjustments,
                  rather than the adjustments contemplated by Subsections
                  2.3(b), (c) and (d) above, shall be made. The Corporation
                  and the Rights Agent shall amend this Agreement as
                  appropriate to provide for such adjustments.



                                     - 23 -

         (g)      Notwithstanding anything herein to the contrary, no adjustment
                  of the Exercise Price shall be required unless such adjustment
                  would require an increase or decrease of at least 1% in such
                  Exercise Price; provided, however, that any adjustments which
                  by reason of this Subsection 2.3(g) are not required to be
                  made shall be carried forward and taken into account in any
                  subsequent adjustment. All adjustments made pursuant to this
                  Section 2.3 shall be made to the nearest cent or to the
                  nearest ten-thousandth of a Common Share, as the case may be.

         (h)      If as a result of an adjustment made pursuant to Section 3.1,
                  the holder of any Right thereafter exercised shall become
                  entitled to receive any securities other than Common Shares,
                  thereafter the number of such other shares so receivable upon
                  exercise of any Right and the applicable Exercise Price
                  thereof shall be subject to adjustment from time to time in a
                  manner and on terms as nearly equivalent as practicable to the
                  provisions with respect to the Common Shares contained in the
                  provisions of this Section 2.3 and the provisions of this
                  Agreement with respect to the Common Shares shall apply on
                  like terms to any such other securities.

         (i)      All Rights originally issued by the Corporation subsequent to
                  any adjustment made to an Exercise Price hereunder shall
                  evidence the right to purchase, at the adjusted Exercise
                  Price, the number of Common Shares purchasable from time to
                  time hereunder upon exercise of the Rights, all subject to
                  further adjustment as provided herein.

         (j)      Unless the Corporation shall have exercised its election, as
                  provided in Subsection 2.3(k), upon each adjustment of the
                  Exercise Price as a result of the calculations made in
                  Subsections 2.3(c) and (d), each Right outstanding immediately
                  prior to the making of such adjustment shall thereafter
                  evidence the right to purchase, at the adjusted Exercise
                  Price, that number of Common Shares obtained by:

                  (i)      multiplying (A) the number of Common Shares covered
                           by a Right immediately prior to such adjustment, by
                           (B) the relevant Exercise Price in effect immediately
                           prior to such adjustment of the relevant Exercise
                           Price; and

                  (ii)     dividing the product so obtained by the relevant
                           Exercise Price in effect immediately after such
                           adjustment of the relevant Exercise Price.

         (k)      The Corporation may elect on or after the date of any
                  adjustment of an Exercise Price to adjust the number of
                  Rights, in lieu of any adjustment in the number of Common
                  Shares purchasable upon the exercise of a Right. Each of the
                  Rights outstanding after the adjustment in the number of
                  Rights shall be exercisable for the number of Common Shares
                  for which a Right was exercisable immediately prior to such
                  adjustment. Each Right held of record prior to such
                  adjustment of the number of Rights shall become the number
                  of Rights (calculated to the nearest one ten-thousandth)
                  obtained by dividing the relevant Exercise Price in effect




                                     - 24 -

                  immediately prior to adjustment of relevant Exercise Price
                  by the relevant Exercise Price in effect immediately after
                  adjustment of the relevant Exercise Price. The Corporation
                  shall make a public announcement of its election to adjust
                  the number of Rights, indicating the record date for the
                  adjustment, and, if known at the time, the amount of the
                  adjustment to be made. This record date may be the date on
                  which the relevant Exercise Price is adjusted or any day
                  thereafter, but, if the Rights Certificates have been
                  issued, shall be at least 10 days later than the date of the
                  public announcement. If Rights Certificates have been
                  issued, upon each adjustment of the number of Rights
                  pursuant to this Subsection 2.3(k), the Corporation shall,
                  as promptly as practicable, cause to be distributed to
                  holders of record of Rights Certificates on such record
                  date, Rights Certificates evidencing, subject to Section
                  5.5, the additional Rights to which such holders shall be
                  entitled as a result of such adjustment, or, at the option
                  of the Corporation, shall cause to be distributed to such
                  holders of record in substitution and replacement for the
                  Rights Certificates held by such holders prior to the date
                  of adjustment, and upon surrender thereof if required by the
                  Corporation, new Rights Certificates evidencing all the
                  Rights to which such holders shall be entitled after such
                  adjustment. Rights Certificates so to be distributed shall
                  be issued, executed and countersigned in the manner provided
                  for herein and may bear, at the option of the Corporation,
                  the relevant adjusted Exercise Price and shall be registered
                  in the names of holders of record of Rights Certificates on
                  the record date specified in the public announcement.

         (l)      Irrespective of any adjustment or change in the securities
                  purchasable upon exercise of the Rights, the Rights
                  Certificates theretofore and thereafter issued may continue to
                  express the securities so purchasable which were expressed in
                  the initial Rights Certificates issued hereunder.

         (m)      In any case in which this Section 2.3 shall require
                  that an adjustment in the Exercise Price be made effective
                  as of a record date for a specified event, the Corporation
                  may elect to defer until the occurrence of such event the
                  issuance to the holder of any Right exercised after such
                  record date of the number of Common Shares and other
                  securities of the Corporation, if any, issuable upon such
                  exercise over and above the number of Common Shares and
                  other securities of the Corporation, if any, issuable upon
                  such exercise on the basis of the relevant Exercise Price in
                  effect prior to such adjustment; provided, however, that the
                  Corporation shall deliver to such holder a due bill or other
                  appropriate instrument evidencing such holder's right to
                  receive such additional Common Shares (fractional or
                  otherwise) or other securities upon the occurrence of the
                  event requiring such adjustment.

         (n)      Notwithstanding anything in this Section 2.3 to the
                  contrary, the Corporation shall be entitled to make such
                  reductions in the Exercise Price, in addition to those
                  adjustments expressly required by this Section 2.3, as and
                  to the extent that in its good faith judgment the Board of
                  Directors shall determine to be advisable in

                                     - 25 -

                                      -25-


                  order that any (i) subdivision or consolidation of the
                  Common Shares, (ii) issuance (wholly or in part for cash) of
                  Common Shares at less than the applicable Market Price,
                  (iii) issuance (wholly for cash) of any Common Shares or
                  securities that by their terms are exchangeable for or
                  convertible into or give a right to acquire Common Shares,
                  (iv) stock dividends, or (v) issuance of rights, options or
                  warrants referred to in this Section 2.3, hereafter made by
                  the Corporation to holders of its Common Shares, subject to
                  applicable taxation laws, shall not be taxable to such
                  shareholders.

         (o)      After the Separation Time, the Corporation will not, except as
                  permitted by the provisions hereof, take (or permit any
                  Subsidiary of the Corporation to take) any action if at the
                  time such action is taken it is reasonably foreseeable that
                  such action will diminish substantially or otherwise eliminate
                  the benefits intended to be afforded by the Rights.

         (p)      Whenever an adjustment to the Exercise Price or a change in
                  the securities purchasable upon the exercise of Rights is made
                  pursuant to this Section 2.3, the Corporation shall promptly:

                  (i)      prepare a certificate setting forth such adjustment
                           and a brief statement of the facts accounting for
                           such adjustment;

                  (ii)     file with the Rights Agent and with each transfer
                           agent for the Common Shares, a copy of such
                           certificate; and

                  (iii)    cause notice of the particulars of such adjustment
                           or change to be given to the holders of the Rights.

                  Failure to file such certificate or to cause such notice to be
                  given as aforesaid, or any defect therein, shall not affect
                  the validity of any such adjustment or change.

2.4      DATE ON WHICH EXERCISE IS EFFECTIVE

         Each Person in whose name any certificate for Common Shares or other
securities, if applicable, is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the Common Shares or
other securities, if applicable, represented thereby, and such certificate shall
be dated the date upon which the Rights Certificate evidencing such Rights was
duly surrendered in accordance with Subsection 2.2(e) (together with a duly
completed Election to Exercise) and payment of the Exercise Price for such
Rights (and any applicable transfer taxes and other governmental charges payable
by the exercising holder hereunder) was made; provided, however, that if the
date of such surrender and payment is a date upon which the Common Share
transfer books of the Corporation are closed, such Person shall be deemed to
have become the record holder of such shares on, and such certificate shall be
dated, the next succeeding Business Day on which the Common Share transfer books
of the Corporation are open.



                                     - 26 -

2.5      EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES

         (a)      The Rights Certificates shall be executed on behalf of the
                  Corporation by its President and its Chief Financial Officer,
                  under its corporate seal reproduced thereon attested by its
                  Secretary. The signature of any of these officers on the
                  Rights Certificates may be manual or facsimile. Rights
                  Certificates bearing the manual or facsimile signatures of
                  individuals holding the above offices of the Corporation shall
                  bind the Corporation, notwithstanding that such individuals or
                  any of them have ceased to hold such offices prior to the
                  countersignature and delivery of such Rights Certificates.

         (b)      Promptly after the Corporation learns of the Separation Time,
                  the Corporation will notify the Rights Agent in writing of
                  such Separation Time and will deliver Rights Certificates
                  executed by the Corporation to the Rights Agent for
                  countersignature and a disclosure statement describing the
                  Rights, and the Rights Agent shall countersign (manually or by
                  facsimile signature) and mail such Rights Certificates and
                  disclosure statement to the holders of the Rights pursuant to
                  Subsection 2.2(c). No Rights Certificate shall be valid for
                  any purpose until countersigned by the Rights Agent as
                  aforesaid.

         (c)      Each Rights Certificate shall be dated the date of
                  countersignature thereof.

2.6      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE

         (a)      From and after the Separation Time, the Corporation will cause
                  to be kept a register (the "RIGHTS REGISTER") in which,
                  subject to such reasonable regulations as it may prescribe,
                  the Corporation will provide for the registration and transfer
                  of Rights. The Rights Agent is hereby appointed "RIGHTS
                  REGISTRAR" for the purpose of maintaining the Rights Register
                  for the Corporation and registering Rights and transfers of
                  Rights as herein provided. In the event that the Rights Agent
                  shall cease to be the Rights Registrar, the Rights Agent will
                  have the right to examine the Rights Register at all
                  reasonable times.

                  After the Separation Time and prior to the Expiration Time,
                  upon surrender for registration of transfer or exchange of any
                  Rights Certificate, and subject to the provisions of
                  Subsection 2.6(c), the Corporation will execute, and the
                  Rights Agent will countersign and deliver, in the name of the
                  holder thereof or the designated transferee or transferees, as
                  required pursuant to the holder's instructions, one or more
                  new Rights Certificates evidencing the same aggregate number
                  of Rights as did the Rights Certificates so surrendered.

         (b)      All Rights issued upon any registration of transfer or
                  exchange of Rights Certificates shall be the valid obligations
                  of the Corporation, and such Rights shall be entitled to the
                  same benefits under this Agreement as the Rights surrendered
                  upon such registration of transfer or exchange.



                                     - 27 -

         (c)      Every Rights Certificate surrendered for registration of
                  transfer or exchange shall be duly endorsed, or be accompanied
                  by a written instrument of transfer in form satisfactory to
                  the Corporation or the Rights Agent, as the case may be, duly
                  executed, by the holder thereof or such holder's attorney duly
                  authorized in writing. As a condition to the issuance of any
                  new Rights Certificate under this Section 2.6, the Corporation
                  may require the payment of a sum sufficient to cover any tax
                  or other governmental charge that may be imposed in relation
                  thereto and any other expenses (including the fees and
                  expenses of the Rights Agent) connected therewith.

         (d)      The Corporation shall not be required to register the transfer
                  or exchange of any Rights after the Rights have been
                  terminated pursuant to the provisions of this Agreement.

2.7      MUTILATED, DESTROYED, LOST AND STOLEN RIGHTS CERTIFICATES

         (a)      If any mutilated Rights Certificate is surrendered to the
                  Rights Agent prior to the Expiration Time, the Corporation
                  shall execute and the Rights Agent shall countersign and
                  deliver in exchange therefor a new Rights Certificate
                  evidencing the same number of Rights as did the Rights
                  Certificate so surrendered.

         (b)      If there shall be delivered to the Corporation and the
                  Rights Agent prior to the Expiration Time (i) evidence to
                  their satisfaction of the destruction, loss or theft of any
                  Rights Certificate, and (ii) such security or indemnity as
                  may be required by them to save each of them and any of
                  their agents harmless, then, in the absence of notice to the
                  Corporation or the Rights Agent that such Rights Certificate
                  has been acquired by a bona fide purchaser, the Corporation
                  shall execute and upon its request the Rights Agent shall
                  countersign and deliver, in lieu of any such destroyed, lost
                  or stolen Rights Certificate, a new Rights Certificate
                  evidencing the same number of Rights as did the Rights
                  Certificate so destroyed, lost or stolen.

         (c)      As a condition to the issuance of any new Rights Certificate
                  under this Section 2.7, the Corporation may require the
                  payment of a sum sufficient to cover any tax or other
                  governmental charge that may be imposed in relation thereto
                  and any other expenses (including the fees and expenses of the
                  Rights Agent) connected therewith.

         (d)      Every new Rights Certificate issued pursuant to this Section
                  2.7 in lieu of any destroyed, lost or stolen Rights
                  Certificate shall evidence a contractual obligation of the
                  Corporation, whether or not the destroyed, lost or stolen
                  Rights Certificate shall be at any time enforceable by anyone,
                  and shall be entitled to all the benefits of this Agreement
                  equally and proportionately with any and all other Rights duly
                  issued hereunder.



                                     - 28 -

2.8      PERSONS DEEMED OWNERS

         Prior to due presentment of a Rights Certificate (or, prior to the
Separation Time, the associated Voting Share certificate) for registration of
transfer, the Corporation, the Rights Agent and any agent of the Corporation or
the Rights Agent may deem and treat the Person in whose name such Rights
Certificate (or, prior to the Separation Time, such Voting Share certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby for
all purposes whatsoever.

2.9      DELIVERY AND CANCELLATION OF CERTIFICATES

         All Rights Certificates surrendered upon exercise or for redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Rights Agent, be delivered to the Rights Agent and, in any case, shall
be promptly cancelled by the Rights Agent. The Corporation may at any time
deliver to the Rights Agent for cancellation any Rights Certificates previously
countersigned and delivered hereunder which the Corporation may have acquired in
any manner whatsoever, and all Rights Certificates so delivered shall be
promptly cancelled by the Rights Agent. No Rights Certificate shall be
countersigned in lieu of or in exchange for any Rights Certificates cancelled as
provided in this Section 2.9, except as expressly permitted by this Agreement.
The Rights Agent shall destroy all cancelled Rights Certificates and deliver a
certificate of destruction to the Corporation.

2.10     AGREEMENT OF RIGHTS HOLDERS

         Every holder of Rights, by accepting such Rights, consents and agrees
with the Corporation and the Rights Agent and with every other holder of Rights
that:

         (a)      such holder shall be bound by and subject to the provisions of
                  this Agreement, as amended from time to time in accordance
                  with the terms hereof, in respect of all Rights held;

         (b)      prior to the Separation Time, each Right will be transferable
                  only together with, and will be transferred by a transfer of,
                  the associated Voting Share certificate representing such
                  Right;

         (c)      after the Separation Time, the Rights will be transferable
                  only on the Rights Register as provided herein;

         (d)      prior to due presentment of a Rights Certificate (or,
                  prior to the Separation Time, the associated Voting Share
                  certificate) for registration of transfer, the Corporation,
                  the Rights Agent and any agent of the Corporation or the
                  Rights Agent may deem and treat the Person in whose name the
                  Rights Certificate (or, prior to the Separation Time, the
                  associated Voting Share certificate) is registered as the
                  absolute owner thereof and of the Rights evidenced thereby
                  (notwithstanding any notations of ownership or writing on
                  such Rights Certificate or the associated Voting Share
                  certificate made by anyone other than the



                                     - 29 -

                  Corporation or the Rights Agent) for all purposes
                  whatsoever, and neither the Corporation nor the Rights Agent
                  shall be affected by any notice to the contrary;

         (e)      such holder of Rights is not entitled to receive any
                  fractional Rights or fractional Common Shares or other
                  securities upon the exercise of Rights;

         (f)      without the approval of any holder of Rights or Voting Shares
                  and upon the sole authority of the Board of Directors acting
                  in good faith, this Agreement may be supplemented or amended
                  from time to time in accordance with the provisions of Section
                  5.4 and the third last paragraph of Subsection 2.3(b); and

         (g)      notwithstanding anything in this Agreement to the contrary,
                  neither the Corporation nor the Rights Agent shall have any
                  liability to any holder of a Right or to any other Person as a
                  result of its inability to perform any of its obligations
                  under this Agreement by reason of any preliminary or permanent
                  injunction or other order, decree or ruling issued by a court
                  of competent jurisdiction or by a government, regulatory or
                  administrative agency or commission, or any statute, rule,
                  regulation or executive order promulgated or enacted by any
                  governmental authority, prohibiting or otherwise restraining
                  performance of such obligation.

                 ARTICLE III - ADJUSTMENTS TO THE RIGHTS IN THE
                            EVENT OF A FLIP-IN EVENT

3.1      FLIP-IN EVENT

         (a)      Subject to Subsection 3.1(b) and Sections 5.1 and 5.2,
                  in the event that prior to the Expiration Time a Flip-in
                  Event shall occur, each Right shall constitute, effective
                  from and after the Close of Business on the tenth Trading
                  Day following the Stock Acquisition Date, the right to
                  purchase from the Corporation, upon exercise thereof in
                  accordance with the terms hereof, that number of Common
                  Shares having an aggregate Market Price on the date of
                  consummation or occurrence of such Flip-in Event equal to
                  twice the Exercise Price for an amount in cash equal to the
                  Exercise Price (such right to be appropriately adjusted in a
                  manner analogous to the applicable adjustment provided for
                  in Section 2.3 in the event that after such date of
                  consummation or occurrence an event of a type analogous to
                  any of the events described in Section 2.3 shall have
                  occurred with respect to such Common Shares).

         (b)      Notwithstanding anything in this Agreement to the contrary,
                  upon the occurrence of a Flip-in Event, any Rights that are or
                  were Beneficially Owned on or after the earlier of the
                  Separation Time or the Stock Acquisition Date by:

                  (i)      an Acquiring Person (or any Affiliate or Associate of
                           an Acquiring Person, or any Person acting jointly or
                           in concert with an Acquiring Person or with any
                           Associate or Affiliate of an Acquiring Person); or



                                     - 30 -

                  (ii)     a transferee or other successor-in-title, directly or
                           indirectly, from an Acquiring Person (or from any
                           Affiliate or Associate of an Acquiring Person, or any
                           Person acting jointly or in concert with an Acquiring
                           Person or with any Associate or Affiliate of an
                           Acquiring Person) in a transfer of Rights, whether or
                           not for consideration, that the Board of Directors
                           has determined is part of a plan, understanding or
                           scheme of an Acquiring Person (or of any Affiliate or
                           Associate of an Acquiring Person or any Person acting
                           jointly or in concert with an Acquiring Person or any
                           Affiliate or Associate of an Acquiring Person) that
                           has the purpose or effect of avoiding the provisions
                           of Clause 3.1(b)(i);

                  shall become null and void without any further action and any
                  holder of such Rights (including transferees or other
                  successors-in-title) shall thereafter have no right to
                  exercise or transfer such Rights under any provision of this
                  Agreement and shall have no other rights whatsoever with
                  respect to such Rights, whether under any provision of this
                  Agreement or otherwise. The holder of any Rights represented
                  by a Rights Certificate which is submitted to the Rights Agent
                  upon exercise or for registration of transfer or exchange
                  which does not contain the necessary certifications set forth
                  in the Rights Certificate establishing that such Rights are
                  not void under this Subsection 3.1(b) shall be deemed to be an
                  Acquiring Person for the purposes of this Section 3.1 and such
                  Rights shall become null and void.

         (c)      Any Rights Certificate that represents Rights Beneficially
                  Owned by a Person described in either Clause 3.1(b)(i) or
                  3.1(b)(ii) or transferred to any nominee of any such Person,
                  and any Rights Certificate issued upon transfer, exchange,
                  replacement or adjustment of any other Rights Certificate
                  referred to in this sentence, shall contain the following
                  legend:

                           "The Rights represented by this Rights Certificate
                           were issued to a Person who was an Acquiring Person,
                           or an Affiliate or an Associate of an Acquiring
                           Person, or a Person acting jointly or in concert with
                           any of them (as such terms are defined in the
                           Shareholder Protection Rights Agreement). This Rights
                           Certificate and the Rights represented hereby shall
                           become void in the circumstances specified in
                           Subsection 3.1(b) of the Shareholder Protection
                           Rights Agreement."

                  provided, however, that the Rights Agent shall not be under
                  any responsibility to ascertain the existence of facts that
                  would require the imposition of such legend but shall be
                  required to impose such legend only if instructed to do so in
                  writing by the Corporation or if a holder fails to certify
                  upon transfer or exchange in the space provided on the Rights
                  Certificate that such holder is not a Person described in such
                  legend. The issuance of a Rights Certificate without the
                  legend referred to in this Subsection 3.1(c) shall be of no
                  effect on the provisions of Subsection 3.1(b).



                                     - 31 -

                         ARTICLE IV - THE RIGHTS AGENT

4.1      GENERAL

         (a)      The Corporation hereby appoints the Rights Agent to act
                  as agent for the Corporation and the holders of Rights in
                  accordance with the terms and conditions hereof, and the
                  Rights Agent hereby accepts such appointment. The
                  Corporation may from time to time appoint one or more
                  co-rights agents (each a "CO-RIGHTS AGENT") as it may deem
                  necessary or desirable, subject to the approval of the
                  Rights Agent. In the event the Corporation appoints one or
                  more Co-Rights Agents, the respective duties of the Rights
                  Agent and Co-Rights Agents shall be as the Corporation may
                  determine with the approval of the Rights Agent and the
                  Co-Rights Agents. The Corporation agrees to pay to the
                  Rights Agent reasonable compensation for all services
                  rendered by it hereunder and, from time to time, on demand
                  of the Rights Agent, its reasonable expenses and counsel
                  fees and other disbursements incurred in the administration
                  and execution of this Agreement and the exercise and
                  performance of its duties hereunder. The Corporation also
                  agrees to indemnify the Rights Agent and its directors,
                  officers, employees and agents for, and to hold it harmless
                  against, any loss, liability, cost, claim, action, suit,
                  damage or expense, incurred without negligence, bad faith or
                  wilful misconduct on the part of the Rights Agent, for
                  anything done or omitted by the Rights Agent in connection
                  with the acceptance and administration of this Agreement,
                  including the costs and expenses of defending against any
                  claim of liability, which right to indemnification will
                  survive the termination of this Agreement and the
                  resignation or removal of the Rights Agent.

         (b)      The Rights Agent shall be protected and shall incur no
                  liability for or in respect of any action taken, suffered or
                  omitted by it in connection with its administration of this
                  Agreement in reliance upon any certificate for Common Shares,
                  Rights Certificate, certificate for other securities of the
                  Corporation, instrument of assignment or transfer, power of
                  attorney, endorsement, affidavit, letter, notice, direction,
                  consent, certificate, statement or other paper or document
                  believed by it to be genuine and to be signed, executed and,
                  where necessary, verified or acknowledged, by the proper
                  Person or Persons.

         (c)      The Corporation shall inform the Rights Agent in a reasonably
                  timely manner of events which may materially affect the
                  administration of this Agreement by the Rights Agent and, at
                  any time upon request, shall provide to the Rights Agent an
                  incumbency certificate certifying the then current officers of
                  the Corporation.

4.2      MERGER OR CONSOLIDATION OR CHANGE OF BLAME OF RIGHTS AGENT

         (a)      Any corporation into which the Rights Agent or any successor
                  Rights Agent may be merged or amalgamated or with which it
                  may be consolidated, or any corporation resulting from any
                  merger, amalgamation or consolidation to which the Rights
                  Agent or any successor Rights Agent is a party, or any
                  corporation



                                     - 32 -

                  succeeding to the shareholder services business of the
                  Rights Agent or any successor Rights Agent, will be the
                  successor to the Rights Agent under this Agreement without
                  the execution or filing of any paper or any further act on
                  the part of any of the parties hereto, provided that such
                  corporation would be eligible for appointment as a successor
                  Rights Agent under the provisions of Section 4.4. In case at
                  the time such successor Rights Agent succeeds to the agency
                  created by this Agreement any of the Rights Certificates
                  have been countersigned but not delivered, any such
                  successor Rights Agent may adopt the countersignature of the
                  predecessor Rights Agent and deliver such Rights
                  Certificates so countersigned; and in case at that time any
                  of the Rights Certificates have not been countersigned, any
                  successor Rights Agent may countersign such Rights
                  Certificates either in the name of the predecessor Rights
                  Agent or in the name of the successor Rights Agent; and in
                  all such cases such Rights Certificates will have the full
                  force provided in the Rights Certificates and in this
                  Agreement.

         (b)      In case at any time the name of the Rights Agent is changed
                  and at such time any of the Rights Certificates shall have
                  been countersigned but not delivered, the Rights Agent may
                  adopt the countersignature under its prior name and deliver
                  such Rights Certificates so countersigned; and in case at that
                  time any of the Rights Certificates have not been
                  countersigned, the Rights Agent may countersign such Rights
                  Certificates either in its prior name or in its changed name;
                  and in all such cases such Rights Certificates will have the
                  full force provided in the Rights Certificates and in this
                  Agreement.

4.3      DUTIES OF RIGHTS AGENT

         The Rights Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of which the
Corporation and the holders of Rights Certificates, by their acceptance thereof,
shall be bound:

         (a)      The Rights Agent may retain and consult with legal counsel
                  (who may be legal counsel for the Corporation), and the
                  opinion of such counsel will be full and complete
                  authorization and protection to the Rights Agent as to any
                  action taken or omitted by it in good faith and in accordance
                  with such opinion and the Rights Agent may also retain and
                  consult with such other experts or advisors as the Rights
                  Agent shall consider necessary or appropriate to properly
                  carry out the duties and obligations imposed under this
                  Agreement (at the Corporation's expense) and the Rights Agent
                  shall be entitled to act and rely in good faith on the advice
                  of such experts or advisors.

         (b)      Whenever in the performance of its duties under this
                  Agreement, the Rights Agent deems it necessary or desirable
                  that any fact or matter be proved or established by the
                  Corporation prior to taking or suffering any action
                  hereunder, such fact or matter (unless other evidence in
                  respect thereof be herein specifically prescribed) may be
                  deemed to be conclusively proved and established by a
                  certificate signed by an individual believed by the Rights
                  Agent to be the



                                     - 33 -

                  President, the Chief Financial Officer or the Secretary
                  of the Corporation and delivered to the Rights Agent; and
                  such certificate will be full authorization to the Rights
                  Agent for any action taken, omitted or suffered in good
                  faith by it under the provisions of this Agreement in
                  reliance upon such certificate.

         (c)      The Rights Agent will be liable hereunder only for its own
                  negligence, bad faith or wilful misconduct.

         (d)      The Rights Agent will not be liable for or by reason of any of
                  the statements of fact or recitals contained in this Agreement
                  or in the certificates for Common Shares or the Rights
                  Certificates (except its countersignature thereof) or be
                  required to verify the same, but all such statements and
                  recitals are and will be deemed to have been made by the
                  Corporation only.

         (e)      The Rights Agent will not be under any responsibility
                  in respect of the validity of this Agreement or the
                  execution and delivery hereof (except the due authorization,
                  execution and delivery hereof by the Rights Agent) or in
                  respect of the validity or execution of any Common Share
                  certificate or Rights Certificate (except its
                  countersignature thereof); nor will it be responsible for
                  any breach by the Corporation of any covenant or condition
                  contained in this Agreement or in any Rights Certificate;
                  nor will it be responsible for any change in the
                  exercisability of the Rights (including the Rights becoming
                  void pursuant to Subsection 3.1(b)) or any adjustment
                  required under the provisions of Section 2.3 or responsible
                  for the manner, method or amount of any such adjustment or
                  the ascertaining of the existence of facts that would
                  require any such adjustment (except with respect to the
                  exercise of Rights after receipt of the certificate
                  contemplated by Subsection 2.3(p) describing any such
                  adjustment); nor will it by any act hereunder be deemed to
                  make any representation or warranty as to the authorization
                  of any Common Shares to be issued pursuant to this Agreement
                  or any Rights or as to whether any Common Shares will, when
                  issued, be duly and validly authorized, executed, issued and
                  delivered and fully paid and non-assessable.

         (f)      The Corporation will perform, execute, acknowledge and deliver
                  or cause to be performed, executed, acknowledged and delivered
                  all such further and other acts, instruments and assurances as
                  may reasonably be required by the Rights Agent for the
                  carrying out or performing by the Rights Agent of the
                  provisions of this Agreement.

         (g)      The Rights Agent is hereby authorized and directed to accept
                  written instructions with respect to the performance of its
                  duties hereunder from any individual believed by the Rights
                  Agent to be the President, the Chief Financial Officer or the
                  Secretary of the Corporation, and to apply to such individuals
                  for advice or instructions in connection with its duties, and
                  it shall not be liable for any action taken, omitted or
                  suffered by it in good faith in accordance with instructions
                  of any such individual.



                                     - 34 -

         (h)      The Rights Agent and any shareholder, director, officer or
                  employee of the Rights Agent may buy, sell or deal in Common
                  Shares, Rights or other securities of the Corporation or
                  become pecuniarily interested in any transaction in which the
                  Corporation may be interested, or contract with or lend money
                  to the Corporation or otherwise act as fully and freely as
                  though it were not Rights Agent under this Agreement. Nothing
                  herein shall preclude the Rights Agent from acting in any
                  other capacity for the Corporation or for any other legal
                  entity.

         (i)      The Rights Agent may execute and exercise any of the rights or
                  powers hereby vested in it or perform any duty hereunder
                  either itself or by or through its attorneys or agents, and
                  the Rights Agent will not be answerable or accountable for any
                  act, default, neglect or misconduct of any such attorneys or
                  agents or for any loss to the Corporation resulting from any
                  such act, default, neglect or misconduct, provided reasonable
                  care was exercised in the selection and continued employment
                  thereof.

4.4      CHANGE OF RIGHTS AGENT

         The Rights Agent may resign and be discharged from its duties under
this Agreement upon 60 days' notice (or such lesser notice as is acceptable to
the Corporation) in writing mailed to the Corporation and to the transfer agent
of Common Shares by registered or certified mail. The Corporation may remove the
Rights Agent upon 60 days' notice in writing, mailed to the Rights Agent and to
the transfer agent of the Common Shares by registered or certified mail, and to
the holders of the Rights in accordance with Section 5.9. If the Rights Agent
should resign or be removed or otherwise become incapable of acting, the
Corporation will appoint a successor to the Rights Agent. If the Corporation
fails to make such appointment within a period of 30 days after such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent (at the Corporation's expense) or by the
holder of any Rights (which holder shall, with such notice if given after the
Separation Time, submit such holder's Rights Certificate for inspection by the
Corporation), then the holder of any Rights may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Corporation or by such a court, shall be a
corporation incorporated under the laws of Canada or a province thereof
authorized to carry on the business of a trust company in the Province of
Ontario. After appointment, the successor Rights Agent will be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor Rights
Agent, upon receipt of any and all outstanding amounts owing to it pursuant to
this Agreement, shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment, the Corporation will file notice thereof
in writing with the predecessor Rights Agent and the transfer agent of the
Common Shares, and mail a notice thereof in writing to the holders of the
Rights. Failure to give any notice provided for in this Section 4.4, however, or
any defect therein, shall not affect the legality or validity of the resignation
or removal of the Rights Agent or the appointment of the successor Rights Agent,
as the case may be.



                                     - 35 -

                           ARTICLE V - MISCELLANEOUS

5.1      REDEMPTION OF RIGHTS

         (a)      With the prior consent of the holders of Voting Shares
                  or Rights obtained in accordance with Subsection 5.4(b) or
                  (c), as applicable, the Board of Directors, at any time
                  prior to the occurrence of a Flip-in Event as to which the
                  application of Section 3.1 has not been waived pursuant to
                  Section 5.2, may elect to redeem all but not less than all
                  of the then outstanding Rights at a redemption price of
                  $0.001 per Right, appropriately adjusted in a manner
                  analogous to the applicable adjustment to the Exercise Price
                  provided for in Section 2.3 if an event analogous to any of
                  the events described in Section 2.3 shall have occurred
                  (such redemption price being herein referred to as the
                  "REDEMPTION PRICE").

         (b)      If a Person acquires, pursuant to a Permitted Bid, a Competing
                  Permitted Bid or pursuant to an Exempt Acquisition occurring
                  under Subsection 5.2(a) or (b), outstanding Voting Shares,
                  other than Voting Shares Beneficially Owned at the date of
                  such Permitted Bid, Competing Permitted Bid or Exempt
                  Acquisition by such Person, the Board of Directors shall,
                  notwithstanding the provisions of Subsection 5.1(a),
                  immediately upon such acquisition and without further
                  formality, be deemed to have elected to redeem the Rights at
                  the Redemption Price.

         (c)      Where a Take-over Bid that is not a Permitted Bid or Competing
                  Permitted Bid expires, is withdrawn or is otherwise terminated
                  after the Separation Time has occurred and prior to the
                  occurrence of a Flip-in Event, the Board of Directors may
                  elect to redeem all of the outstanding Rights at the
                  Redemption Price.

         (d)      If the Board of Directors elects to or is deemed to have
                  elected to redeem the Rights and, in circumstances where
                  Subsection 5.1(a) is applicable, the requisite consent is
                  given by the holders of Voting Shares or Rights, as
                  applicable, (i) the right to exercise the Rights will
                  thereupon, without further action and without notice,
                  terminate and the only right thereafter of the holders of
                  Rights shall be to receive the Redemption Price, and (ii)
                  subject to Subsection 5.1(f), no further Rights shall
                  thereafter be issued.

         (e)      Within 10 Business Days of the Board of Directors
                  electing or having been deemed to have elected to redeem the
                  Rights or, if Subsection 5.1(a) is applicable, within 10
                  Business Days after the requisite consent is given by the
                  holders of Voting Shares or Rights, as applicable, the
                  Corporation shall give notice of redemption to the holders
                  of the then outstanding Rights by mailing such notice to
                  each such holder at his last address as it appears upon the
                  Rights Register or, prior to the Separation Time, on the
                  register of Voting Shares maintained by the Corporation's
                  transfer agent or transfer agents. Each such notice of
                  redemption shall state the method by which the payment of
                  the Redemption Price shall be made.



                                     - 36 -

         (f)      Upon the Rights being redeemed pursuant to Subsection 5.1(c),
                  all the provisions of this Agreement shall continue to apply
                  as if the Separation Time had not occurred and Rights
                  Certificates representing the number of Rights held by each
                  holder of record of Voting Shares as of the Separation Time
                  had not been mailed to each such holder and, for all purposes
                  of this Agreement, the Separation Time shall be deemed not to
                  have occurred.

5.2      WAIVER OF FLIP-IN EVENTS

         (a)      With the prior consent of the holders of Voting Shares
                  obtained in accordance with Subsection 5.4(b), the Board of
                  Directors may, at any time prior to the occurrence of a
                  Flip-in Event that would occur by reason of an acquisition of
                  Voting Shares otherwise than in the circumstances described in
                  Subsection 5.2(b) or (c), waive the application of Section 3.1
                  to such Flip-in Event by written notice delivered to the
                  Rights Agent.

         (b)      The Board of Directors may, at any time prior to the
                  occurrence of a Flip-in Event that would occur by reason of
                  a Take-over Bid made by means of a take-over bid circular
                  sent to all holders of Voting Shares (which, for greater
                  certainty, shall not include the circumstances described in
                  Subsection 5.2(c)), waive the application of Section 3.1 to
                  such Flip-in Event by written notice delivered to the Rights
                  Agent, provided, however, that if the Board of Directors
                  waives the application of Section 3.1 to such a Flip-in
                  Event, the Board of Directors shall be deemed to have waived
                  the application of Section 3.1 to any other Flip-in Event
                  occurring by reason of any Take-over Bid which is made by
                  means of a take-over bid circular sent to all holders of
                  Voting Shares prior to the expiry of any Take-over Bid in
                  respect of which a waiver is, or is deemed to have been,
                  granted under this Subsection 5.2(b).

         (c)      The Board of Directors may waive the application of Section
                  3.1 to a Flip-in Event provided that the following conditions
                  are satisfied:

                  (i)      the Board of Directors has determined that the
                           Acquiring Person became an Acquiring Person by
                           inadvertence and without any intention to become, or
                           knowledge that it would become, an Acquiring Person;
                           and

                  (ii)     such Acquiring Person has reduced its Beneficial
                           Ownership of Voting Shares such that, at the time of
                           the waiver pursuant to this Subsection 5.2(c), it is
                           no longer an Acquiring Person.

5.3      ISSUANCE OF NEW RIGHTS CERTIFICATES

         Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Corporation may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by the Board of
Directors to reflect any adjustment or change in the number



                                     - 37 -

or kind or class of shares purchasable upon exercise of Rights made in
accordance with the provisions of this Agreement.

5.4      SUPPLEMENTS AND AMENDMENTS

         (a)      The Corporation may from time to time prior to or after the
                  Separation Time supplement or amend this Agreement without the
                  approval of any holders of Rights or Voting Shares in order to
                  correct any clerical or typographical error or, subject to
                  Subsection 5.4(d), to maintain the validity and effectiveness
                  of this Agreement as a result of any change in applicable
                  laws, rules or regulatory requirements. The Corporation may,
                  prior to the date of the shareholders' meeting referred to in
                  Clause (ii) of Section 5.17, supplement or amend this
                  Agreement without the approval of any holders of Rights or
                  Voting Shares in order to make any changes which the Board of
                  Directors acting in good faith may deem necessary or
                  desirable. Notwithstanding anything in this Section 5.4 to the
                  contrary, no such supplement or amendment shall be made to the
                  provisions of Article 4 except with the written concurrence of
                  the Rights Agent to such supplement or amendment.

         (b)      Subject to Subsection 5.4(a), the Corporation may, with the
                  prior consent of the holders of Voting Shares obtained as set
                  forth below, at any time prior to the Separation Time, amend,
                  vary or rescind any of the provisions of this Agreement and
                  the Rights (whether or not such action would materially
                  adversely affect the interests of the holders of Rights
                  generally). Such consent shall be deemed to have been given if
                  the action requiring such approval is authorized by the
                  affirmative vote of a majority of the votes cast by
                  Independent Shareholders present or represented at and
                  entitled to vote at a meeting of the holders of Voting Shares
                  duly called and held in compliance with applicable laws and
                  the articles and by-laws of the Corporation.

         (c)      Subject to Subsection 5.4(a), the Corporation may, with the
                  prior consent of the holders of Rights obtained as set forth
                  below, at any time after the Separation Time, amend, vary or
                  rescind any of the provisions of this Agreement and the Rights
                  (whether or not such action would materially adversely affect
                  the interests of the holders of Rights generally). Such
                  consent shall be deemed to have been given if the action
                  requiring such approval is authorized by the affirmative vote
                  of a majority of the votes cast by the holders of Rights
                  (other than any holder of Rights whose Rights have become null
                  and void pursuant to the provisions hereof) present or
                  represented at and entitled to vote at a meeting of the
                  holders of Rights. For the purposes hereof, the procedures for
                  the calling, holding and conduct of a meeting of the holders
                  of Rights shall be those, as nearly as may be, which are
                  provided in the Corporation's by-laws with respect to meetings
                  of its shareholders and each Right shall be entitled to one
                  vote at any such meeting.

         (d)      Any amendments made by the Corporation to this Agreement
                  pursuant to Subsection 5.4(a) which are required to maintain
                  the validity and effectiveness of



                                     - 38 -

                  this Agreement as a result of any change in any applicable
                  laws, rules or regulatory requirements shall:

                  (i)      if made before the Separation Time, be submitted to
                           the holders of Voting Shares at the next meeting of
                           holders of Voting Shares and the holders of Voting
                           Shares may, by the majority referred to in Subsection
                           5.4(b), confirm or reject such amendment; and

                  (ii)     if made after the Separation Time, be submitted to
                           the holders of Rights at a meeting to be called and
                           held in accordance with the provisions of Subsection
                           5.4(c) and the holders of Rights may, by a majority
                           referred to in Subsection 5.4(c), confirm or reject
                           such amendment.

                  Any such amendment shall, unless the Board of Directors
                  otherwise stipulates, be effective from the date of the
                  resolution of the Board of Directors adopting such amendment,
                  until it is confirmed or rejected or until it ceases to be
                  effective (as described in the next sentence) and, where such
                  amendment is confirmed, it shall continue in effect in the
                  form so confirmed. If such amendment is rejected by the
                  holders of Voting Shares or the holders of Rights or is not
                  submitted to the holders of Voting Shares or holders of Rights
                  as required, then such amendment shall cease to be effective
                  from and after the termination of the meeting at which it was
                  rejected or to which it should have been but was not submitted
                  or if such a meeting of the holders of Rights is not called
                  within 90 days after the date of the resolution of the Board
                  of Directors adopting such amendment, at the end of such
                  period, and no subsequent resolution of the Board of Directors
                  to amend this Agreement to substantially the same effect shall
                  be effective until confirmed by the holders of Voting Shares
                  or holders of Rights as the case may be.

         (e)      The Corporation shall be required to provide the Rights Agent
                  with notice in writing of any amendment, rescission or
                  variation to this Agreement as referred to in this Section 5.4
                  within five days of effecting such amendment, rescission or
                  variation.

5.5      FRACTIONAL RIGHTS AND FRACTIONAL SHARES

         (a)      The Corporation shall not be required to issue fractions of
                  Rights or to distribute Rights Certificates which evidence
                  fractional Rights. Subject to Section 5.17, after the
                  Separation Time there shall be paid to the registered holders
                  of the Rights Certificates with regard to which fractional
                  Rights would otherwise be issuable, an amount in cash equal to
                  the same fraction of the Market Price at the Separation Time
                  of a whole Right in lieu of such fractional Rights. The Rights
                  Agent shall have no obligation to make any payments in lieu of
                  fractional Rights unless the Corporation shall have provided
                  the Rights Agent with the necessary funds to pay in full all
                  amounts payable in accordance with Subsection 2.2 (e).



                                     - 39 -

         (b)      The Corporation shall not be required to issue fractional
                  Common Shares upon exercise of the Rights or to distribute
                  certificates which evidence fractional Common Shares. In lieu
                  of issuing fractional Common Shares, the Corporation shall pay
                  to the registered holder of Rights Certificates at the time
                  such Rights are exercised as herein provided, an amount in
                  cash equal to the same fraction of the Market Price at the
                  date of such exercise of one Common Share. The Rights Agent
                  shall have no obligation to make any payments in lieu of
                  fractional Voting Shares unless the Corporation shall have
                  provided the Rights Agent with the necessary funds to pay in
                  full all amounts payable in accordance with Subsection 2.2
                  (e).

5.6      RIGHTS OF ACTION

         Subject to the terms of this Agreement, rights of action in respect of
this Agreement, other than rights of action vested solely in the Rights Agent,
are vested in the respective holders of the Rights; and any holder of any
Rights, without the consent of the Rights Agent or of the holder of any other
Rights, may, on such holder's own behalf and for such holder's own benefit and
the benefit of other holders of Rights, enforce, and may institute and maintain
any suit, action or proceeding against the Corporation to enforce, or otherwise
act in respect of, such holder's right to exercise such holder's Rights in the
manner provided in such holder's Rights Certificate and in this Agreement.
Without limiting the foregoing or any remedies available to the holders of
Rights, it is specifically acknowledged that the holders of Rights would not
have an adequate remedy at law for any breach of this Agreement and will be
entitled to specific performance of the obligations under, and injunctive relief
against actual or threatened violations of, the obligations of any Person
subject to this Agreement.

5.7      HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER

         No holder, as such, of any Rights shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of Common Shares or any other
securities which may at any time be issuable on the exercise of such Rights, nor
shall anything contained herein or in any Rights Certificate be construed to
confer upon the holder of any Rights, as such, any of the rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in Section
5.8), or to receive dividends or subscription rights or otherwise, until such
Rights shall have been exercised in accordance with the provisions hereof.

5.8      NOTICE OF PROPOSED ACTIONS

         If after the Separation Time and prior to the Expiration Time:

                  (i)      there shall occur an adjustment in the rights
                           attaching to the Rights pursuant to Section 3.1 as a
                           result of the occurrence of a Flip-in Event; or



                                     - 40 -

                  (ii)     the Corporation proposes to effect the liquidation,
                           dissolution or winding up of the Corporation or the
                           sale of all or substantially all of the Corporation's
                           assets;

then, in each such case, the Corporation shall give to each holder of a Right,
in accordance with Section 5.9, a notice of such event or proposed action, which
shall specify the date on which such adjustment to the Rights occurred or
liquidation, dissolution or winding up is to take place, and such notice shall
be so given within 10 Business Days after the occurrence of an adjustment to the
Rights and not less than 20 Business Days prior to the date of taking such
proposed action by the Corporation.

5.9      NOTICES

         Notices or demands authorized or required by this Agreement to be given
or made by the Rights Agent or by the holder of any Rights to or on the
Corporation shall be sufficiently given or made if delivered or sent by first
class mail, postage prepaid or sent by fax, addressed (until another address is
filed in writing with the Rights Agent) as follows:

         GEAC Computer Corporation Limited
         4100 Yonge Street
         Suite 601
         Toronto, Ontario
         M2R 2G2

         Attention:     President
         Fax No.:       (905) 475-3847

Any notice or demand authorized or required by this Agreement to be given or
made by the Corporation or by the holder of any Rights to or on the Rights Agent
shall be sufficiently given or made if delivered or sent by first-class mail,
postage prepaid or sent by fax, addressed (until another address is filed in
writing with the Corporation) as follows:

         Montreal Trust Company of Canada
         151 Front Street West
         3rd Floor
         Toronto, Ontario
         M5J 2N1

         Attention:  Senior Manager - Client Services
         Fax No.:    (416) 981-9800

         Notices or demands authorized or required by this Agreement to be given
         or made by the Corporation or the Rights Agent to or on the holder of
         any Rights shall be sufficiently given or made if delivered or sent by
         first-class mail, postage prepaid, addressed to such holder at the
         address of such holder as it appears upon the Rights Register or, prior
         to the Separation Time, on the registry books of the Corporation for
         the Common Shares. Any



                                     - 41 -

         notice which is mailed to a holder of Rights in the manner
         herein provided shall be deemed given, whether or not such
         holder receives the notice.

5.10     COSTS OF ENFORCEMENT

         The Corporation agrees that, if the Corporation fails to fulfil any of
its obligations pursuant to this Agreement, then the Corporation will reimburse
the holder of any Rights for the costs and expenses (including legal fees)
reasonably incurred by such holder in actions to enforce his rights pursuant to
any Rights or this Agreement.

5.11     SUCCESSORS

         All the covenants and provisions of this Agreement by or for the
benefit of the Corporation or the Rights Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.

5.12     BENEFITS OF THIS AGREEMENT

         Nothing in this Agreement shall be construed to give to any Person
other than the Corporation, the Rights Agent and the holders of the Rights any
legal or equitable right, remedy or claim under this Agreement; this Agreement
shall be for the sole and exclusive benefit of the Corporation, the Rights Agent
and the holders of the Rights.

5.13     GOVERNING LAW

         This Agreement and each Right issued hereunder shall be deemed to be a
contract made under the laws of the Province of Ontario and for all purposes
shall be governed by and construed in accordance with the laws of such province
applicable to contracts to be made and performed entirely within such province.

5.14     COUNTERPARTS

         This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.

5.15     SEVERABILITY

         If any term or provision hereof or the application thereof to any
circumstance shall, in any jurisdiction and to any extent, be invalid or
unenforceable, such term or provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions
hereof or the application of such term or provision to circumstances other than
those as to which it is held invalid or unenforceable.



                                     - 42 -

5.16     DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS

         All actions, calculations and determinations (including all omissions
with respect to the foregoing) which are done or made by the Board of Directors
in good faith pursuant to this Agreement, shall not subject the Board of
Directors to any liability to the holders of the Rights.

5.17     EFFECTIVE DATE AND EXPIRATION TIME

         This Agreement is effective and in full force and effect in accordance
with its terms from and after the Effective Date; provided that this Agreement
shall expire and be of no further force or effect from and after the Close of
Business (the "EXPIRATION TIME") on the date that is the earliest of (i) the
Termination Time, (ii) six months from the Effective Date if this Agreement has
not then been approved by at least a majority of the votes cast by the holders
of all outstanding Voting Shares at a meeting of the holders of Voting Shares
called for the purposes of ratifying this Agreement, and (iii) the date upon
which the annual meeting of the holders of Voting Shares is held in 2003. No
Person shall have any rights pursuant to this Agreement or in respect of any
Right after the Expiration Time, except the Rights Agent as specified in
Subsection 4.1(a).

5.18     REGULATORY APPROVALS

         Any obligation of the Corporation or action or event contemplated by
this Agreement, or any amendment or supplement to this Agreement, shall be
subject to receipt of any requisite approval or consent from any governmental or
regulatory authority having jurisdiction including, while any securities of the
Corporation are listed and admitted to trading thereon, The Toronto Stock
Exchange.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                        GEAC COMPUTER CORPORATION LIMITED


                                   Per:   "Shelly R. Isenberg"
                                         ---------------------------------------


                                   Per:   "Geac Computer Corporation Limited"
                                         ---------------------------------------


                                   MONTREAL TRUST COMPANY OF CANADA


                                   Per:   "Dan Dishy"
                                         ---------------------------------------


                                   Per:   "Sarah Jackel"
                                         ---------------------------------------





                                    EXHIBIT A
                          (Form of Rights Certificate)

Certificate No.                                                           Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, ON THE
TERMS SET FORTH IN THE SHAREHOLDER PROTECTION RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF THE SHAREHOLDER PROTECTION
RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ITS
AFFILIATES OR ASSOCIATES OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF
THEM (AS SUCH TERMS ARE DEFINED IN THE SHAREHOLDER PROTECTION RIGHTS AGREEMENT)
OR TRANSFEREES OF ANY OF THE FOREGOING WILL BECOME VOID WITHOUT FURTHER ACTION.

                               RIGHTS CERTIFICATE

This certifies that ___________________________, or registered assigns, is the
registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Shareholder Protection Rights Agreement dated as of March 15,
2000 as amended from time to time (the "Rights Agreement") between GEAC COMPUTER
CORPORATION LIMITED, a corporation incorporated under the laws of Canada (the
"Corporation") and MONTREAL TRUST COMPANY OF CANADA, a trust company
incorporated under the laws of Canada, as Rights Agent (the "Rights Agent",
which term shall include any successor Rights Agent under the Rights Agreement),
to purchase from the Corporation at any time after the Separation Time and prior
to the Expiration Time (as such terms are defined in the Rights Agreement), one
fully paid common share of the Corporation (a "Common Share") at the Exercise
Price referred to below, upon presentation and surrender of this Rights
Certificate with the Form of Election to Exercise duly executed and submitted to
the Rights Agent at its principal office in Toronto, Ontario or, with the
approval of the Rights Agent, at any other office of the Rights Agent in the
cities designated from time to time by the Corporation. Until adjustment thereof
in certain events as provided in the Rights Agreement, the Exercise Price shall
be $- (Canadian) per Right.

In certain circumstances described in the Rights Agreement, each Right evidenced
hereby may entitle the registered holder thereof to purchase more or less than
one Common Share, all as provided in the Rights Agreement.

This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Rights Agent, the Corporation and the holders of the Rights. Copies of the
Rights Agreement are on file at the head office of the Corporation and are
available upon written request.



                                     - 2 -

This Rights Certificate, with or without other Rights Certificates, upon
surrender at any of the offices of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date evidencing an aggregate number of Rights equal to the aggregate
number of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate shall be exercised in part, the
registered holder shall be entitled to receive, upon surrender hereof, another
Rights Certificate or Rights Certificates for the number of whole Rights not
exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate may be, and under certain circumstances are required to be, redeemed
by the Corporation at a redemption price of $0.001 (Canadian) per Right, subject
to adjustment in certain events.

No fractional Common Shares will be issued upon the exercise of any Right or
Rights evidenced hereby, but in lieu thereof, a cash payment will be made, as
provided in the Rights Agreement.

No holder of this Rights Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of Common Shares or
any other securities which may at any time be issuable upon the exercise hereof,
nor shall anything contained in the Rights Agreement or herein be construed to
confer upon the holder hereof, as such, any of the rights of a shareholder of
the Corporation or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meeting or other
actions affecting shareholders (except as provided in the Rights Agreement), or
to receive dividends or subscription rights, or otherwise, until the Rights
evidenced by this Rights Certificate shall have been exercised as provided in
the Rights Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose until
it shall have been countersigned by the Rights Agent.

         IN WITNESS  WHEREOF, the parties hereto have caused this Certificate
to be duly executed as of  _____________, ___________.


GEAC COMPUTER CORPORATION LIMITED

_______________________________________
Authorized Signature

_______________________________________
Authorized Signature


MONTREAL TRUST COMPANY OF CANADA

_______________________________________
Authorized Signature





                   (To be attached to each Rights Certificate)
                          FORM OF ELECTION TO EXERCISE


TO:


The undersigned hereby irrevocably elects to exercise_________________________
whole Rights represented by the attached Rights Certificate to purchase the
Common Shares issuable upon the exercise of such Rights and requests that
certificates for such shares be issued in the name of:

                                    ___________________________________________
                                    Name

                                    ___________________________________________
                                    Address


                                    ___________________________________________


                                    ___________________________________________

Social Insurance, Social Security or
Other Taxpayer Identification Number __________________________________________


DATED:
                               _________________________________________________
                               Signature
                               (Signature must correspond to name as written
                               upon the face of this Rights Certificate in every
                               particular, without alteration or enlargement or
                               any change whatsoever)


_______________________________________
Signature Guaranteed

Signature must be guaranteed by a Canadian chartered bank, a Canadian trust
company or by a medallion guarantee by a member firm of the Securities Transfer
Agents Medallion Programme, (STAMP).


.................................................................................
                            (To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and
Common Shares, that the Rights evidenced by this Rights Certificate are not,
and, to the knowledge of the undersigned, have never been, Beneficially Owned by
an Acquiring Person or an Affiliate or


                                     - 2 -

Associate thereof or by any Person acting jointly or in concert with any of the
foregoing (all as defined in the Rights Agreement).


                                            --------------------------------
                                            Signature


.................................................................................
                                     NOTICE

In the event the certification set forth above is not completed, the Corporation
will deem the Beneficial Owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person (as defined in the Rights Agreement) and,
accordingly, such Rights shall be null and void and not transferable or
exercisable.




(To be executed by the registered holder if such holder desires to transfer the
Rights evidenced by this Rights Certificate.)

                               FORM OF ASSIGNMENT

FOR VALUE RECEIVED ______________________________________________________ hereby

sells, assigns and transfers unto ______________________________________________

________________________________________________________________________________

________________________________________________________________________________
(please print name and address of transferee)

the Rights evidenced by this Rights Certificate, together with all right, title
and interest therein, and does hereby irrevocably constitute and appoint
____________________________________ attorney, to transfer the within Rights on
the books of the within-named Corporation, with full power of substitution.


DATED:
                               --------------------------------------------
                               Signature
                               (Signature must correspond to name as written
                               upon the face of this Rights Certificate in every
                               particular, without alteration or enlargement or
                               any change whatsoever)


- ---------------------------
Signature Guaranteed

Signature must be guaranteed by a Canadian chartered bank, a Canadian trust
company or by a medallion guarantee by a member firm of the Securities Transfer
Agents Medallion Programme, (STAMP).


.................................................................................

                            (To be completed if true)

The undersigned hereby represents, for the benefit of all holders of Rights and
Common Shares, that the Rights evidenced by this Rights Certificate are not,
and, to the knowledge of the undersigned, have never been, Beneficially Owned by
an Acquiring Person or an Affiliate or Associate thereof or by any Person acting
jointly or in concert with any of the foregoing (as defined in the Rights
Agreement).


                                             --------------------------------
                                             Signature



                                     NOTICE

In the event the certification set forth above is not completed, the Corporation
will deem the Beneficial Owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person (as defined in the Rights Agreement) and,
accordingly, such Rights shall be null and void and not transferable or
exercisable.

EX-5.1

                                                                    Exhibit 5.1
BLAKE, CASSELS & GRAYDON LLP LETTERHEAD
BARRISTERS & SOLICITORS | PATENT & TRADE-MARK AGENTS

                                                     Box 25, Commerce Court West
                                                     199 Bay Street
                                                     Toronto, Ontario, Canada
                                                     M5L 1A9

February 6, 2003                                     Deliveries: 28th Floor
                                                     Telephone: 416.863.2400
                                                     Facsimile: 416.863.2653
                                                     www.blakes.com



Geac Computer Corporation Limited
11 Allstate Parkway, Suite 300
Markham, Ontario
L3R 9T8

Dear Sirs, Mesdames:


            RE:   GEAC COMPUTER CORPORATION LIMITED AND EXTENSITY, INC.

We have acted as Canadian counsel to Geac Computer Corporation Limited ("Geac")
in connection with the preparation of the Registration Statement on Form F-4
(the "Registration Statement") to be filed under the Securities Act of 1933, as
amended, for the registration of 17,650,000 common shares of Geac (the "Geac
Common Shares") to be issued pursuant to the terms of an amended and restated
agreement and plan of merger dated as of February 4, 2003 (the "Merger
Agreement") among Geac, Extensity, Inc. ("Extensity"), Geac Computers, Inc. and
Cage Acquisition Inc. Capitalized terms used in this letter and not otherwise
defined herein have the respective meanings ascribed thereto in the Merger
Agreement.

For the purposes of this opinion, we have reviewed an original or a copy of such
corporate records of Geac, such certificates of public officials and
representatives of Geac and such other agreements, instruments, certificates and
documents as we have deemed necessary or advisable as a basis for the opinions
expressed below without independent verification of the accuracy thereof,
including, without limitation:

            (a)   the Merger Agreement;

            (b)   the Registration Statement;

            (c)   a certificate of an officer of Geac dated February 6, 2003;
                  and

            (d)   a certificate of compliance issued by Industry Canada dated
                  February 5, 2003 relating to Geac (the "Compliance
                  Certificate").

For the purposes of this opinion, we have assumed the genuineness of all
signatures, the legal capacity of all individuals, the authenticity of all
documents submitted to us as originals and the


Montreal  -  Ottawa  -  Toronto  -  Calgary  -  Vancouver  -  London  -  Beijing

BLAKE, CASSELS & GRAYDON LLP LETTERHEAD
BARRISTERS & SOLICITORS | PATENT & TRADE-MARK AGENTS                      Page 2



conformity to the originals of all documents submitted to us as certified,
conformed or photostatic copies or electronically transmitted copies or
facsimiles thereof.

The opinions hereinafter expressed are limited to the laws of Ontario and the
laws of Canada applicable therein. We assume no obligation to revise or
supplement this opinion should applicable laws of any jurisdiction be changed
subsequent to the date hereof by legislative action, judicial decision or
otherwise.

In expressing the opinion set forth in paragraph 1, we have relied solely on the
Compliance Certificate.

Based on and subject to the foregoing, it is our opinion that at the date
hereof:

1.    Geac is duly incorporated and existing under the Canada Business
      Corporations Act;

2.    the authorized capital of Geac consists of an unlimited number of
      preference shares and an unlimited number of Common Shares;

3.    the allotment and issuance of the Geac Common Shares to holders of shares
      of Extensity common stock who elect to receive Geac Common Shares in
      accordance with the terms of the Merger Agreement has been validly
      authorized by Geac and, from and after the Effective Time of the Merger
      and upon receipt by Geac of the consideration for the Geac Common Shares
      in accordance with the terms of the Merger Agreement, such Geac Common
      Shares will be validly issued and will be outstanding as fully paid and
      non-assessable shares in the capital of Geac; and

4.    the allotment and issuance of Geac Common Shares to the holders of
      Lower-Price Extensity Options has been validly authorized by Geac and,
      from and after the Effective Time of the Merger and upon the due exercise
      of such stock options in accordance with their terms and satisfaction of
      certain other conditions, as the case may be, and the terms of the Merger
      Agreement, such Geac Common Shares will be validly issued and outstanding
      as fully paid and non-assessable shares in the capital of Geac.

                                     * * * *

We are furnishing this opinion in connection with the filing of the Registration
Statement with the Securities and Exchange Commission and this opinion is not to
be used, circulated, quoted or otherwise referred to for any other purpose
without our express written consent.

BLAKE, CASSELS & GRAYDON LLP LETTERHEAD
BARRISTERS & SOLICITORS | PATENT & TRADE-MARK AGENTS                      Page 3



We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm name therein. We further
consent to the reference to our firm name set forth under the caption "Legal
Matters" in the Registration Statement.

                                                  Yours truly,


                                               /s/ Blake, Cassels & Graydon LLP



                                                  Blake, Cassels & Graydon LLP

EX-8.1

                                                                     Exhibit 8.1


                [HELLER EHRMAN WHITE & MCAULIFFE LLP LETTERHEAD]


February 6, 2003


Geac Computer Corporation Limited
11 Allstate Parkway, Suite 300
Markham, Ontario, L3R 9T8
CANADA
Attn: Mr. Paul Birch

Ladies and Gentlemen:

      This opinion is being delivered pursuant to the Form F-4 Registration
Statement filed on February 6, 2003, in connection with the merger pursuant to
the Amended and Restated Agreement and Plan of Merger (the "Agreement"), dated
as of February 4, 2003, by and among Geac Computer Corporation Limited, a
corporation governed by the Canada Business Corporations Act ("Geac"), Cage
Acquisition Inc., a Delaware corporation all of the common stock of which is
owned by Geac ("Cage"), Geac Computers, Inc., a Missouri corporation ("GCI") and
Extensity, Inc., a Delaware corporation ("Extensity"). Except as otherwise
provided, capitalized terms used but not defined herein shall have the meanings
set forth in the Agreement. All "section" references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").

      We have acted as special U.S. tax counsel to Geac, GCI and Cage in
connection with the Merger. As such, and for the purpose of rendering this
opinion, we have examined, and are relying upon (without any independent
investigation or review thereof) the truth and accuracy at all relevant times
(including without limitation the Effective Time) of, the statements, covenants,
representations, and warranties contained in the following documents (including
all exhibits and schedules attached thereto):

      (a) the Agreement;

      (b) the Registration Statement;

      (c) a representation letter from Geac as to certain matters;

      (d) the Amended and Restated Certificate of Incorporation of Cage and the
terms of the preferred stock issued by Cage to CIBC WMC Inc. and


                                               Geac Computer Corporation Limited
                                               February 6, 2003
                                               Page 2


      (e) such other instruments and documents related to the formation,
organization, and operation of Geac, GCI and Cage, and related to the
consummation of the Merger and the other transactions contemplated by the
Agreement as we have deemed necessary or appropriate.

      In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that:

      (a) Original documents submitted to us (including signatures thereto) are
authentic, documents submitted to us as copies conform to the original
documents, and all such documents have been (or will be by the Effective Time)
duly and validly executed and delivered where due execution and delivery are a
prerequisite to the effectiveness thereof;

      (b) The representations, warranties, and statements made or agreed to by
Geac, GCI, Cage and Extensity, in connection with the Merger, set forth or
described in the Agreement (including the exhibits thereto), the representation
letter from Geac and the Registration Statement, are true and accurate at all
relevant times;

      (c) All covenants contained in the Agreement (including exhibits thereto)
and the Registration Statement are performed without waiver or breach of any
material provision thereof;

      (d) The Merger and the ownership of GCI, Cage and Extensity will be
reported by Geac, GCI, Cage and Extensity on their respective United States and
Canadian federal income tax returns in a manner consistent with the opinion set
forth below;

      (e) Any representation or statement qualified with reference to the
"knowledge" or intention of a person is correct without such qualification; and

      (f) The Registration Statement and the Agreement reflect all the material
facts relating to the Merger, Geac, GCI, Cage and Extensity.

      Based on the above and subject to the limitations, qualifications, and
assumptions set forth herein, we are of the opinion that for United States
federal income tax purposes if more than 20% of the merger consideration paid by
Geac and GCI is paid in cash as a result of Extensity stockholders failing to
elect to receive shares of Geac, the Merger will be treated for United States
income tax purposes as a taxable purchase of the stock of Extensity by Geac, and
the sale of such stock by the stockholders of Extensity, and not as a
"reorganization" as defined in Section 368(a) of the Code, and if less than 20%
of the merger consideration paid by Geac and GCI is paid in cash, the Merger
should be treated for United States income tax purposes as a taxable purchase of
the stock of Extensity by




                                               Geac Computer Corporation Limited
                                               February 6, 2003
                                               Page 3


Geac and the sale of such stock by the stockholders of Extensity, and not as a
"reorganization" as defined in Section 368(a) of the Code.

      This opinion is limited to the United States federal income tax
characterization of the Merger and does not address the various state, local, or
non-U.S. tax consequences that may result from the Merger or the other
transactions contemplated by the Agreement. In addition, no opinion is expressed
as to any United States federal income tax consequence of the Merger or the
other transactions contemplated by the Agreement except as specifically set
forth herein. This opinion is being furnished to you in connection with the
Merger and may not be used or relied upon for any other purpose except as
provided below.

      To the extent that any of the representations, warranties, statements and
assumptions material to our opinion and upon which we have relied are not
accurate and complete in all material respects at all relevant times, our
opinion could be adversely affected and should not be relied upon. Finally, the
opinion set forth above is subject to all of the exceptions, conditions,
qualifications, limitations, assumptions and caveats set forth in the ABA Legal
Opinion Accord.

      This opinion is not binding on the Internal Revenue Service or any court
of law, administrative agency or other governmental body and represents only our
judgment as to the likely outcome if the federal income tax consequences of the
Merger were properly presented to a court of competent jurisdiction. Our
conclusions are based on the Code, existing judicial decisions, administrative
regulations and published rulings as in effect on the date hereof. No assurance
can be given that future legislative, judicial or administrative changes or
interpretations will not adversely affect the accuracy of our conclusions.
Nevertheless, by rendering this opinion, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.

      We consent to the reference to our firm under the caption "Material United
States Federal Income Tax Consequences" included in the Registration Statement
and to the reproduction and filing of this opinion as an exhibit to the
Registration Statement.

                                    Very truly yours,

                                    /s/ Heller Ehrman White & McAuliffe LLP

EX-10.3

                                                                    EXHIBIT 10.3


                   GEAC COMPUTER CORPORATION LIMITED ("GEAC")
                               STOCK OPTION PLAN V

MADE as of the 15th day of September, 1992; amended as of the 4th day of July,
1996; and further amended as of the 10th day of September, 1996; and further
amended as of the 30th day of October, 1997; and further amended as of the 31st
day of October, 1997; and further amended as of the 10th day of March, 1998.

1.       PREFACE

         1.1      Geac has authorized capital consisting of an unlimited number
                  of Common Shares.

         1.2      All such issued and outstanding Common Shares are currently
                  listed for trading on the Toronto Stock Exchange.

         1.3      Geac previously established a plan with formal effect from
                  November 23, 1987 whereby options were to be granted from time
                  to time to Employees to purchase from treasury Common Shares
                  of Geac, all as set forth in an agreement dated January 1,
                  1988 (hereinafter called "Plan IV").

         1.4      Without termination of Plan IV, Geac desires to establish a
                  new plan whereby options shall be granted to Employees and
                  Directors to purchase Common Shares.

         1.5      The Board of Geac determined by resolution dated the 15th day
                  of September, 1992 to create the Geac Stock Option Plan V
                  (hereinafter called the "Plan") and to grant options to
                  Employees to purchase Common Shares.

         1.6      The Board amended said Plan as of the 4th day of July, 1996,
                  by changing the number of options in the Plan from a
                  percentage to a fixed number and, accordingly, deleting the
                  reference to an expiry date; all of which changes were made to
                  ensure that the Plan complied with the Toronto Stock Exchange
                  revised policy on Company Share Incentive Arrangements.

         1.7      The Board further amended said Plan as of the 10th day of
                  September, 1996, with confirmation of the shareholders, by
                  making Directors of Geac eligible to participate in the Plan.

         1.8      The Board further amended said Plan as of the 30th day of
                  October, 1997, with confirmation of the shareholders, by
                  increasing the aggregate number of Common Shares reserved for
                  issuance by One Million Five Hundred Thousand (1,500,000) to
                  Four Million One Hundred and Twenty-Two Thousand Six Hundred
                  and Fifty (4,122,650) Common Shares (representing fourteen
                  (14%) percent of the issued capital of the Corporation).

         1.9      The Plan was further amended by a subdivision of the Common
                  Shares of the Corporation approved by the Shareholders on
                  September 16, 1997, and which subdivision became effective
                  October 31, 1997, thereby increasing the aggregate number of
                  Common Shares reserved for issuance to Eight Million Two
                  Hundred and Forty Five-Thousand Three Hundred (8,245,300)
                  Common Shares.



                                       2

         1.10     The Board further amended the Plan on March 10, 1998 to more
                  fully give effect to the shareholder's resolution dated on the
                  16th day of September, regarding the subdivision of Common
                  Shares.

2.       NAME AND PURPOSE OF PLAN

         This Plan shall be known as the Geac Computer Corporation Limited Stock
         Option Plan V. The purpose of the Plan shall be to govern the options
         which may be granted at any time by Geac to certain Employees or
         Directors to purchase Geac's Common Shares from treasury.

3.       INTERPRETATION

         3.1      In the Plan the following terms have the following meanings:

         (a)      "ADMINISTRATION COMMITTEE" means the committee referred to in
                  Section 4 hereof;
         (b)      "BOARD" means the board of directors of the Corporation;
         (c)      "CORPORATION" or "GEAC" means Geac Computer Corporation
                  Limited, its successors and assigns;
         (d)      "COMMON SHARES" means common shares without par value of Geac
                  not redeemable and subject to no restrictions other than those
                  applying to all shares of that class;
         (e)      "DIRECTOR(S)" means a member of the board of directors of the
                  Corporation;
         (f)      "EMPLOYEE(S)" means a bona fide full time Employee of the
                  Corporation or of a subsidiary;
         (g)      "MEMBER SHARES" means the Common Shares purchased by an
                  Employee or Employees or a Director or Directors under the
                  Plan;
         (h)      "PLAN" means this Stock Option Plan, to be known as Geac
                  Computer Corporation Limited Stock Option Plan V; and
         (i)      "PLAN MEMBER" means an Employee or Director who has been
                  granted options to purchase Common Shares in accordance with
                  the Plan.

         3.2      In this Plan, unless the context requires otherwise,
                  references to the male gender include the female gender, words
                  importing the singular number may be construed to extend to
                  and include the plural number, and words importing the plural
                  number may be construed to extend to and include the singular
                  number.

4.       ADMINISTRATION COMMITTEE

         4.1      The Plan shall be administered by a committee of the Board,
                  which shall consist of: (a) the Chairman of the Board of the
                  Corporation; (b) the President of the Corporation or
                  Vice-Chairman of the Board of the Corporation, who shall be
                  "ex-officio"; and (c) one or more Directors of the Corporation
                  who are not Employees of the Corporation and who shall be
                  appointed by the Board. The



                                       3

                  initial appointment or appointments to the Administration
                  Committee shall be made at the meeting of the Board at which
                  the Plan is approved by the Board; a member of the
                  Administration Committee so appointed shall continue to serve
                  until the Plan is terminated or until he/she ceases to be a
                  Director or resigns as a member of the Administration
                  Committee. The Board may from time to time make additional
                  appointments to the Administration Committee so long as there
                  shall be at least one member of the Administration Committee
                  who is not an Employee.

         4.2      The quorum for meetings of the Administration Committee shall
                  be a majority of its members then in office. Meetings of the
                  Administration Committee shall be held in accordance with the
                  provisions of the by-laws of the Corporation governing
                  meetings of the Board; provided the Administration Committee
                  may from time to time by resolution make, amend and repeal
                  rules and regulations, not inconsistent with the Plan and the
                  by-laws of the Corporation, which it may deem advisable or
                  necessary for the proper administration and operation of the
                  Plan.

5.       COMMON SHARES SUBJECT TO THE PLAN

         5.1      The maximum number of Common Shares reserved for issuance
                  under this Plan shall not exceed Eight Million Two Hundred and
                  Forty-Five Thousand Three Hundred (8,245,300) Common Shares
                  and the aggregate number of Common Shares for issuance to any
                  one person shall not exceed 5% of the outstanding issue (on a
                  non-diluted basis) provided that:

                  (a)      the number of shares reserved for issuance pursuant
                  to stock options granted to insiders shall not exceed 10% of
                  the outstanding issue;

                  (b)      the issuance to insiders, within a one-year period,
                  of a number of shares shall not exceed 10% of outstanding
                  issue; and

                  (c)      the issuance to any one insider and such insider's
                  associates, within a one-year period, of a number of shares
                  shall not exceed 5% of the outstanding issue.

         5.2      Notwithstanding the foregoing, in the event that the Common
                  Shares are at any time changed as a result of a subdivision,
                  consolidation, reclassification or any other relevant change
                  in the authorized or issued capital of the Corporation, the
                  maximum number of Common Shares reserved for issuance under
                  this Plan, and the number and the price payable for any Common
                  Shares that are subject to options then granted, shall be
                  adjusted according to such change by the Board or the
                  Administration Committee.

6.       ELIGIBILITY FOR AND CREATION AND ISSUANCE OF OPTIONS

         6.1      Options to purchase Common Shares shall be granted to
                  Employees or Directors by the Board upon the advice of the
                  Administration Committee from time to time.


                                        4

         6.2      All Employees or Directors, except for Employees or Directors
                  who beneficially own in excess of ten percent (10%) of the
                  voting shares of Geac issued and outstanding at such time, are
                  eligible to receive the grant of options under the Plan. The
                  identity of Employees or Directors to whom options are to be
                  granted, the number of Common Shares in respect of which
                  options are to be granted, and the time or times at which
                  options shall vest and may be exercised shall be determined by
                  the Board on the advice of the Administration Committee.

         6.3      All options shall be for the purchase from treasury of new and
                  previously unissued Common Shares. Each option shall be
                  exercisable at an option price equal to the closing market
                  price for the Common Shares on The Toronto Stock Exchange on
                  the business day on which such option is granted or, if no
                  trade for the Common Shares takes place on that day, the
                  average of the closing Bid and Ask prices on that day.

         6.4      No options shall be exercisable by an Employee or Director
                  prior to the date on which the Board, in granting such
                  options, has determined such options shall vest, except as
                  provided in Sections 8 and 9 hereof.

7.       TIME AND MANNER OF EXERCISE

         An Employee or Director may exercise any options granted in accordance
         with this Plan, at any time or times not earlier than the day on which
         the Board has determined such options shall vest and not later than the
         day five years thereafter, but in no circumstances later than ten years
         after the date of grant, by notice in writing to Geac accompanied by a
         cheque payable to Geac for the full amount of option price.

8.       STATUS OF OPTIONS ON TERMINATION

         8.1      From and after the date on which a Plan Member ceases to be an
                  Employee or a Director, as the case may be, whether such
                  employment is terminated by Geac or a subsidiary for reasons
                  other than "cause"; a Director is not re-elected; or by the
                  voluntary resignation of the Employee or Director, except as a
                  result of death of the Employee or Director, such Employee or
                  Director shall have ninety days to exercise all options which
                  have theretofore become vested but remain unexercised but
                  shall have no right to exercise options which shall not have
                  vested. Except as otherwise provided in this Section 8, all
                  options granted under this Plan to an Employee or Director
                  which are not exercised within such ninety days after the day
                  on which the individual ceases to be an Employee or Director
                  shall be terminated, canceled and no longer exercisable by a
                  Plan Member. In the case of termination for "cause" of an
                  Employee, such Employee shall have seven days in place of the
                  ninety days set out above.

         8.2      Notwithstanding the above, from and after the date on which a
                  Plan Member ceases to be an Employee or Director only by
                  reason of death, his/her legal personal representative shall
                  have one year from the date of death to exercise all options
                  which have theretofore become vested but remain unexercised.



                                       5

                  Notwithstanding any other terms regarding the vesting of
                  options, upon death of the Plan Member all options which but
                  for this clause have not vested shall automatically vest. All
                  options granted under this Plan to an Employee or Director
                  which are not exercised within such one year period after the
                  day on which the individual ceases to be an Employee or
                  Director, shall be terminated, canceled and no longer
                  exercisable by representatives of the deceased Plan Member.

9.       STATUS OF OPTIONS ON CHANGE OF CONTROL

         Upon the sale or other disposition of any of the shares of Geac, either
         by existing shareholders or from Treasury, or upon the sale or other
         disposition of the assets and business of Geac and/or its subsidiaries,
         or a substantial portion thereof, or upon the happening of any other
         event, with the result that there is a change in the "effective
         control" over Geac and/or its assets and business, all options
         theretofore granted to Plan Members under this Plan, which are not yet
         vested, shall vest forthwith and all Plan Members shall have ninety
         days to exercise all options which have theretofore vested in
         accordance with the Plan. All such options which are not exercised
         within such ninety day period shall be terminated, cancelled and no
         longer exercisable.

10.      NON-TRANSFERABILITY OF OPTION

         The options granted hereunder shall be personal to the Plan Member to
         whom such are granted and shall not be assigned, pledged or otherwise
         transferred or encumbered in any manner whatsoever, except:

         (a)      to the estate of a deceased Plan Member as provided for in
                  Section 8 hereof; or

         (b)      as may be approved by both the Administration Committee and
                  the applicable stock exchange on which the Common Shares are
                  listed.

11.      ISSUANCE OF SHARES

         On receipt by Geac of a notice from any Plan Member exercising options
         granted pursuant to the Plan together with the option price in full,
         Geac shall issue to the Plan Member the number of Common Shares of
         Geac, in respect of which options are being exercised, from the
         authorized but unissued Common Shares of Geac which have been set aside
         for the exercise of the options granted pursuant to the Plan. The
         transfer agent and registrar of the Common Shares of Geac will issue to
         each such shareholder a certificate representing the shares in respect
         of which an option has been exercised.

12.      STOCK EXCHANGE LISTING

         Geac shall use its best efforts to ensure that all of the Common Shares
         to be acquired pursuant to the exercise of options granted hereunder
         shall be listed for trading on one or more stock exchanges.


                                       6

13.      CONFIDENTIALITY

         The Plan Member agrees that all information relating to the affairs of
         Geac and its subsidiaries, including all information relating to
         clients and projects undertaken for clients, shall at all times (both
         during the period he/she is an Employee or Director and at any time
         thereafter) and for all purposes be held by such Plan Member in a
         fiduciary capacity and solely for the benefit of Geac. The Employee or
         Director agrees that during such times he/she will not use for his/her
         own purpose any such information, or disclose, divulge or communicate
         orally, in writing or otherwise to any person any such information.

14.      NOTICE

         Any notice required or permitted to be given hereunder to Geac shall be
         in writing mailed by registered mail, postage prepaid, or delivered to
         Geac at the address set forth below:

                  Geac Computer Corporation Limited
                  11 Allstate Parkway, Suite 300
                  Markham, Ontario L3R 9T8

                  ATTENTION: PRESIDENT

         or at such address as Geac may have designated by notice given to the
         Plan Members at the address shown from time to time in the employment
         records or corporate records of Geac. Any notice so mailed shall not be
         deemed to have been given until actually received by Geac.

15.      ACKNOWLEDGEMENT

         Each Plan Member, by signing an acknowledgment of receipt of a copy of
         this Plan and in consideration of the grant to him/her of the options
         herein provided for, confirms that he/she agrees with, and will be
         bound by the terms and conditions of this Plan.

16.      MISCELLANEOUS

         16.1     Time shall be of the essence of this Plan. This Plan shall be
                  governed by and construed in accordance with the laws of the
                  province of Ontario, Canada.

         16.2     Although this Plan and the options granted hereunder shall not
                  be assignable, this Plan shall enure to the benefit of and be
                  binding upon the heirs, executors and administrators of the
                  Plan Member and the successors of Geac.

GEAC COMPUTER CORPORATION LIMITED

By:               "SHELLY R. ISENBERG"
         --------------------------------------------

                    Vice-President
                    General Counsel
Title:
         --------------------------------------------
Date:             MARCH 10, 1998
         --------------------------------------------

EX-10.4

                                                                    Exhibit 10.4


                        GEAC COMPUTER CORPORATION LIMITED
                              STOCK OPTION PLAN VI

                                  ARTICLE ONE
                         DEFINITIONS AND INTERPRETATION

Section 1.01 DEFINITIONS: For purposes of the Plan, unless such word or term is
otherwise defined herein or the context in which such word or term is used
herein otherwise requires, the following words and terms with the initial letter
or letters thereof capitalized shall have the following meanings:

      (a)   "Act" means the Canada Business Corporations Act or its successor,
            as amended from time to time;

      (b)   "Committee" means the Directors or, if the Directors so determine in
            accordance with Section 2.03 of the Plan, the committee of the
            Directors authorized to administer the Plan;

      (c)   "Corporation" means Geac Computer Corporation Limited, a corporation
            incorporated under the Act;

      (d)   "Designated Subsidiary" means all of the subsidiaries of the
            Corporation as they exist from time to time unless otherwise
            designated by the Committee;

      (e)   "Directors" means the board of directors of the Corporation from
            time to time;

      (f)   "Eligible Consultants" means a person or corporation engaged to
            provide ongoing management or consulting services for the
            Corporation or a Designated Subsidiary;

      (g)   "Eligible Directors" means the Directors or the directors of any
            Designated Subsidiary;

      (h)   "Eligible Employees" means employees and officers, whether Directors
            or not, and including both full-time and part-time employees, of the
            Corporation or any Designated Subsidiary;

      (i)   "Employment Contract" means any contract between the Corporation or
            any Designated Subsidiary and (i) any Eligible Employee relating to,
            or entered into in connection with, the employment or termination of
            employment of the Eligible Employee (ii) any Eligible Director in
            connection with the appointment or resignation of such Director or
            (iii) any Eligible Consultant relating to, or entered into in
            connection with, the engagement or termination of engagement of the
            Eligible Consultant;

      (j)   "Insider" has the meaning ascribed thereto in Section 627 of the
            Company Manual of The Toronto Stock Exchange;

                                     - 2 -

      (k)   "Option" means an option to purchase Shares granted pursuant to, or
            governed by, the Plan;

      (l)   "Optionee" means a Plan Member to whom an Option has been granted
            pursuant to the Plan;

      (m)   "Option Period" means the period of time during which the particular
            Option may be exercised;

      (n)   "Plan" means this share option plan to be known as Geac Computer
            Corporation Limited Stock Option Plan VI;

      (o)   "Plan Member" means each Eligible Employee, Eligible Director or
            Eligible Consultant;

      (p)   "Service Provider" means an employee or Insider of the Corporation
            or any of its subsidiaries and any other person or corporation
            engaged to provide ongoing management or consulting services for the
            Corporation or any entity controlled by the Corporation;

      (q)   "Share Compensation Arrangement" means a stock option, stock option
            plan, employee stock purchase plan or any other compensation or
            incentive mechanism involving the issuance or potential issuance of
            securities of the Corporation to one or more Service Providers,
            including a share purchase from treasury which is financially
            assisted by the Corporation by way of a loan, guaranty or otherwise;

      (r)   "Shares" means the common shares of the Corporation, as adjusted in
            accordance with the provisions of Article 5 of the Plan; and

      (s)   "Stock Exchange" means The Toronto Stock Exchange or any other
            exchange upon which the Shares are listed and posted for trading
            with the greatest volume of trading in the Shares.

Section 1.02 SECURITIES DEFINITIONS: In the Plan, the terms "affiliate",
"associate" and "subsidiary" shall have the meanings given to such terms in the
Securities Act (Ontario).

Section 1.03 HEADINGS: The headings of all articles, sections, and paragraphs in
the Plan are inserted for convenience of reference only and shall not affect the
construction or interpretation of the Plan.

Section 1.04 CONTEXT, CONSTRUCTION: Whenever the singular or masculine are used
in the Plan, the same shall be construed as being the plural or feminine or
neuter or vice versa where the context so requires.

Section 1.05 REFERENCES TO THIS PLAN: The words "herein", "hereby", "hereunder",
"hereof" and similar expressions mean or refer to the Plan as a whole and not to
any particular article, section, paragraph or other part hereof.

                                     - 3 -

Section 1.06 CANADIAN FUNDS: Unless otherwise specifically provided, all
references to dollar amounts in the Plan are references to lawful money of
Canada.

                                  ARTICLE TWO
                     PURPOSE AND ADMINISTRATION OF THE PLAN

Section 2.01 PURPOSE OF THE PLAN: The Plan provides for the acquisition of
Shares by Plan Members for the purpose of advancing the interests of the
Corporation through the motivation, attraction and retention of employees and
consultants of the Corporation and the Designated Subsidiaries and to secure for
the Corporation and the shareholders of the Corporation the benefits inherent in
the ownership of Shares by key employees, directors and consultants of the
Corporation and Designated Subsidiaries.

Section 2.02 ADMINISTRATION OF THE PLAN: The Plan shall be administered by the
Committee and the Committee shall have full authority to administer the Plan
including the authority to interpret and construe any provision of the Plan and
to adopt, amend and rescind such rules and regulations for administering the
Plan as the Committee may deem necessary in order to comply with the
requirements of the Plan. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and conclusive
and shall be binding on the Plan Members and the Corporation. No member of the
Committee shall be personally liable for any action taken or determination or
interpretation made in good faith in connection with the Plan and all members of
the Committee shall, in addition to their rights as Directors, be fully
protected, indemnified and held harmless by the Corporation with respect to any
such action taken or determination or interpretation made. The appropriate
officers of the Corporation are hereby authorized and empowered to do all things
and execute and deliver all instruments, undertakings and applications and
writings as they, in their absolute discretion, consider necessary for the
implementation of the Plan and of the rules and regulations established for
administering the Plan. All costs incurred in connection with the Plan shall be
for the account of the Corporation.

Section 2.03 DELEGATION TO COMMITTEE: All of the powers exercisable hereunder by
the Directors may, to the extent permitted by applicable law and as determined
by resolution of the Directors, be exercised by a committee of the Directors
comprised of not less than three Directors.

Section 2.04 RECORD KEEPING: The Corporation shall maintain a register in which
shall be recorded:

      (a)   the name and address of each Optionee;

      (b)   the number of Shares subject to Options granted to each Optionee;
            and

      (c)   the aggregate number of Shares subject to Options.

Section 2.05 DETERMINATION OF PLAN MEMBERS AND PARTICIPATION: The Committee
shall from time to time determine the Plan Members who may participate in the
Plan. The Committee shall

                                     - 4 -

from time to time determine the number of shares to be issued to any Plan Member
under the Plan, the Plan Members to whom Options shall be granted, the number of
Shares to be made subject to and the expiry date of each Option granted to each
Plan Member and the other terms of each Option granted to each Plan Member, all
such determinations to be made in accordance with the terms and conditions of
the Plan, and the Committee may take into consideration the present and
potential contributions of and the services rendered by the particular Plan
Member to the success of the Corporation and any other factors which the
Committee deems appropriate and relevant.

Section 2.06 MAXIMUM NUMBER OF SHARES: The maximum number of Shares issuable
under the Plan shall be determined from time to time by the Committee but, in
any case, the maximum number of Shares issuable under:

      (a)   the Plan;

      (b)   the Geac Computer Corporation Limited Employee Stock Ownership Plan
            II, the Geac Computer Corporation Limited Stock Option Plan IV and
            the Geac Computer Corporation Limited Stock Option Plan V
            (collectively the "Prior Plans"); and

      (c)   any additional options granted outside such Prior Plans,

shall not exceed 9,200,000 Shares which number includes:

            (i)   the 865,888 Shares available for issuance under Prior Plans
                  which will now be available for issue upon exercise of Options
                  granted under the Plan;

            (ii)  the 3,262,530 Shares issuable upon exercise of options
                  previously granted under Prior Plans which options will
                  continue to be subject to such Prior Plans unless such options
                  are surrendered in accordance with the terms of such Prior
                  Plans, terminate or expire without being exercised in whole or
                  in part in which case new Options may be granted under the
                  Plan covering the Shares not purchased under such surrendered,
                  terminated or expired options;

            (iii) 500,000 Shares issuable upon exercise of options granted to an
                  officer and director of the Corporation on April 26, 1999
                  which options will continue to be subject to the terms of such
                  options unless such options are surrendered in accordance with
                  the terms thereof, terminate or expire without being exercised
                  in whole or in part in which case new Options may be granted
                  under the Plan covering the Shares not purchased under such
                  surrendered, terminated or expired options; and

                                     - 5 -

            (iv)  an additional 4,571,582 Shares not previously available under
                  the Prior Plans or upon exercise of any previously granted
                  options and which are now available for issue upon exercise of
                  Options granted under the Plan.

      In addition, the maximum aggregate number of shares reserved for issue at
      any time upon the exercise of Options granted to Insiders shall not exceed
      10% of the total number of Shares then outstanding. The aggregate number
      of Shares reserved for issue to any one person upon the exercise of
      Options shall not exceed 5% of the total number of Shares then
      outstanding. In addition, the maximum number of Shares issuable to
      Insiders pursuant to the Plan and any other Share Compensation
      Arrangement, within a one-year period, shall not exceed 10% of the total
      number of Shares then outstanding. The maximum number of Shares issuable
      to any one Insider and the associates of such Insider pursuant to the Plan
      and any other Share Compensation Arrangement, within a one-year period,
      shall not exceed 5% of the total number of Shares outstanding. For
      purposes of this Section 2.06 the number of Shares then outstanding shall
      mean the number of Shares outstanding on a non-diluted basis immediately
      prior to the proposed grant of the applicable Option or issue of Shares,
      as the case may be, excluding Shares issued pursuant to Share Compensation
      Arrangements over the preceding one-year period. If the Corporation
      repurchases for cancellation Shares such that any of the foregoing
      percentage tests are not met following such repurchase, this shall not
      constitute non-compliance under the Plan for any Options then outstanding.

Section 2.07 GRANT OF OPTIONS TO ELIGIBLE DIRECTORS: The aggregate number of
Options which may be granted under this Plan to Eligible Directors who are not
employees or officers of the Corporation or a Designated Subsidiary as a group
shall not exceed 360,000, provided that, subject to regulatory approval, such
number may be increased to a number equal to the product of 40,000 multiplied by
the number of Eligible Directors who are not employees or officers of the
Corporation or a Designated Subsidiary. To the extent that Options are exercised
by Eligible Directors who are not employees or officers of the Corporation or a
Designated Subsidiary, the aggregate number of Options available will be reduced
by the number of Options so exercised.

                                 ARTICLE THREE
                                SHARE OPTION PLAN

Section 3.01 THE PLAN AND PLAN MEMBERS: A share option plan is hereby
established for Eligible Employees, Eligible Directors and Eligible Consultants.

Section 3.02 EXERCISE PRICE: The price per share at which any Share which is the
subject of an Option may be purchased shall be determined by the Committee at
the time the Option is granted, provided that such price shall be not less than
the arithmetic average of the high and low board lot prices of the Shares on the
Stock Exchange on the five trading days immediately preceding the date of grant.

Section 3.03 TERM OF OPTION: The Option Period for each Option shall be such
period of time as shall be determined by the Committee, provided that no Option
Period shall exceed 10 years.

                                     - 6 -

Section 3.04 LAPSED OPTIONS: If Options granted under the Plan are surrendered
in accordance with the terms of the Plan, terminate or expire without being
exercised in whole or in part, new Options may be granted covering the Shares
not purchased under such surrendered, terminated or expired Options.

Section 3.05 LIMIT ON OPTIONS TO BE EXERCISED: Subject to Sections 3.08, 3.09
and 3.10 hereof, Options may be exercised during the Option Period after the
first year thereof only in accordance with the vesting schedule determined by
the Committee at the time of the grant of the Option, which vesting schedule may
include performance vesting or acceleration of vesting in certain circumstances
and which may be amended by the Committee from time to time with respect to a
particular Option.

Section 3.06 ELIGIBLE PLAN MEMBERS ON EXERCISE: An Option may be exercised by
the Optionee in whole at any time, or in part from time to time, during the
Option Period as specified in Section 3.05, provided however that, except as
otherwise specifically provided in Sections 3.08, 3.09 or 3.10 hereof, no Option
may be exercised unless the Optionee at the time of exercise thereof is:

      (a)   in the case of an Eligible Employee, an officer of the Corporation
            or a Designated Subsidiary or in the employment of the Corporation
            or a Designated Subsidiary and has been continuously an officer or
            so employed since the date of grant of such Option, provided however
            that a leave of absence with the approval of the Corporation or such
            Designated Subsidiary shall not be considered an interruption of
            employment for purposes of the Plan;

      (b)   in the case of an Eligible Director, a Director or a director of a
            Designated Subsidiary and has been such a director since the date of
            grant of such Option; and

      (c)   in the case of an Eligible Consultant, engaged to provide services
            to the Corporation or any of its Designated Subsidiary and has been
            continuously so engaged since the date of grant of such Option.

Section 3.07 PAYMENT OF EXERCISE PRICE: The issue of Shares on exercise of any
Option shall be contingent upon receipt by the Corporation of payment of the
aggregate purchase price for the Shares in respect of which the Option has been
exercised by cash or certified cheque delivered to the registered office of the
Corporation together with a validly completed notice of exercise substantially
in the form attached hereto. No Optionee or legal representative, legatee or
distributee of any Optionee will be, or will be deemed to be, a holder of any
Shares with respect to which such Optionee was granted an Option, unless and
until certificates for such Shares are issued to such Optionee, or legal
representative, legatee or distributee of any Optionee, under the terms of the
Plan. Subject to Section 3.11 hereof, upon an Optionee exercising an Option and
paying the Corporation the aggregate purchase price for the Shares in respect of
which the Option has been exercised, the Corporation shall as soon as
practicable issue and deliver a certificate representing the Shares so
purchased.

                                     - 7 -

Section 3.08 ACCELERATION ON TAKE-OVER BID: If there is a take-over bid (within
the meaning of the Securities Act (Ontario)) made for all or any of the issued
and outstanding Shares then the Committee may, by resolution, permit all Options
outstanding to become immediately exercisable, notwithstanding Section 3.05
hereof, in order to permit Shares issuable under such Options to be tendered to
such bid.

Section 3.09 EFFECT OF DEATH: If a Plan Member dies while an Optionee, any
Option held by such Optionee at the date of death shall become immediately
exercisable notwithstanding Section 3.05 hereof, and shall be exercisable in
whole or in part only by the person or persons to whom the rights of the
Optionee under the Option shall pass by the will of the Optionee or the laws of
descent and distribution for a period of twelve months after the date of death
of the Optionee or prior to the expiration of the Option Period in respect of
the Option, whichever is sooner.

Section 3.10 EFFECT OF TERMINATION OR RETIREMENT: If a Plan Member shall:

      (a)   cease to be a Director or a director of any Designated Subsidiary
            (and is not or does not continue to be an employee thereof); or

      (b)   cease to be employed by, or provide services to, or be an officer of
            the Corporation or any of its Designated Subsidiaries (and is not or
            does not continue to be a director or senior officer thereof), or
            any corporation engaged to provide services to the Corporation or
            any of its Designated Subsidiaries, for any reason (other than
            death, Termination for cause or Retirement (as defined below)), or
            shall receive notice from the Corporation or any of its Designated
            Subsidiaries of the termination of his or her Employment Contract;

(collectively, "Termination") such Plan Member may, but only within 30 days next
succeeding such Termination, exercise his or her Options to the extent that such
Plan Member was entitled to exercise such options at the date of such
Termination unless otherwise determined by the Committee, provided that in no
event shall such right extend beyond the Option Period.

Notwithstanding the foregoing:

      (a)   in the event of a Termination of an Eligible Employee for "cause",
            such Plan Member's Options shall expire and terminate immediately
            upon the date of such Termination; and

      (b)   in the event an Eligible Employee retires from service to the
            Corporation or a Designated Subsidiary in accordance with the
            retirement policy of the Corporation as it may exist from time to
            time ("Retirement"), such Plan Member may for a period of one year
            following such Retirement, exercise his or her Options which have
            vested or shall vest within such one year period following
            Retirement, provided that in no event shall such right extend beyond
            the Option Period.

                                     - 8 -

This section 3.10 is subject to any Employment Contract and, in such case, any
necessary regulatory approval, including the approval of The Toronto Stock
Exchange.

Section 3.11 NECESSARY APPROVALS: The obligation of the Corporation to issue and
deliver any Shares in accordance with the Plan shall be subject to receipt of
any necessary approval of any stock exchange or regulatory authority having
jurisdiction over the securities of the Corporation and compliance with other
applicable corporate legislation. If any Shares cannot be issued to any Plan
Member for whatever reason, the obligation of the Corporation to issue such
Shares shall terminate and any Option exercise price paid to the Corporation
shall be returned to the Plan Member.

                                  ARTICLE FOUR
                      WITHHOLDING TAXES AND SECURITIES LAWS
                         OF THE UNITED STATES OF AMERICA

Section 4.01 NON-QUALIFYING PLAN: The Plan is not meant to qualify as an
incentive stock option plan pursuant to section 422 of the Internal Revenue
Code.

Section 4.02 WITHHOLDING TAXES: The Corporation or any Designated Subsidiary may
take such steps as are considered necessary or appropriate for the withholding
of any taxes which the Corporation or any Designated Subsidiary is required by
any law or regulation of any governmental authority whatsoever to withhold in
connection with any Option or Share including, without limiting the generality
of the foregoing, the withholding of all or any portion of any payment or the
withholding of the issue of Shares to be issued upon the exercise of any Option,
until such time as the Plan Member has paid the Corporation or any Designated
Subsidiary for any amount which the Corporation or Designated Subsidiary is
required to withhold with respect to such taxes.

Section 4.03 SECURITIES LAWS OF THE UNITED STATES OF AMERICA: Neither the
Options which may be granted pursuant to the provisions of the Plan nor the
Shares which may be acquired pursuant to the exercise of Options have been
registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or under any securities law of any state of the United States
of America. Accordingly, any Plan Member who is a U.S. person and is issued
Shares or granted an Option in a transaction which is subject to the U.S.
Securities Act or the securities laws of any state of the United States of
America may be required to represent, warrant, acknowledge and agree that:

      (a)   the Plan Member is acquiring the Option and/or any Shares as
            principal and for the account of the Plan Member;

      (b)   in granting the Option and/or issuing the Shares to the Plan Member,
            the Corporation is relying on the representations and warranties of
            the Plan Member to support the conclusion of the Corporation that
            the granting of the Option and/or the issue of Shares do not require
            registration under the U.S. Securities Act or to be qualified under
            the securities laws of any state of the United States of America;

                                     - 9 -

      (c)   each certificate representing Shares issued may be required to have
            the following legend:

            "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
            THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
            SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
            AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY
            BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
            CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE
            904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO
            THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
            PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (D) IN COMPLIANCE
            WITH CERTAIN OTHER PROCEDURES SATISFACTORY TO THE CORPORATION."

            provided that if such Shares are being sold outside the United
            States of America in compliance with the requirements of Rule 904 of
            Regulation S under the U.S. Securities Act, and in compliance with
            applicable local laws and regulations, the foregoing legend may be
            removed by providing a declaration addressed to the Corporation and
            the registrar and transfer agent for the Shares to the following
            effect:

            "The undersigned (a) acknowledges that the sale of the
            _____________________ Shares, represented by certificate numbers
            _______________, to which this declaration relates is being made in
            reliance on Rule 904 of Regulation S under the United States
            Securities Act of 1933, as amended (the "U.S. Securities Act"), and
            (b) certifies that (1) it is not an "affiliate" (as defined in Rule
            405 under the U.S. Securities Act) of Geac Computer Corporation
            Limited, (2) the offer of such Shares was not made to a person in
            the United States and either (a) at the time the buy order was
            originated, the buyer was outside the United States, or the seller
            and any person acting on its behalf reasonably believe that the
            buyer was outside the United States or (b) the transaction was
            executed on or through facilities of The Toronto Stock Exchange and
            neither the seller nor any person acting on its behalf knows that
            the transaction has been prearranged with a buyer in the United
            States, and (3) neither the seller nor any person acting on its
            behalf engaged in any directed selling efforts in connection with
            the offer and sale of such Shares. Terms used herein have the
            meanings given to them by Regulation S.";

            and provided further that if such Shares are being sold pursuant to
            an exemption from registration under the U.S. Securities Act
            provided by Rule 144 thereunder, the foregoing legend may be removed
            by delivery to the registrar and transfer agent for the Shares of an
            opinion of counsel, of recognized standing reasonably satisfactory
            to the Corporation, to the effect that such legend is no longer
            required under applicable requirement of the U.S. Securities Act or
            state securities laws;

                                     - 10 -

      (d)   other than as contemplated by Subsection 4.03(c) hereof, prior to
            making any disposition of any Shares acquired pursuant to the Plan
            which might be subject to the registration requirements of the U.S.
            Securities Act, the Plan Member shall give written notice to the
            Corporation describing the manner of the proposed disposition and
            containing such other information as is necessary to enable counsel
            for the Corporation to determine whether registration under the U.S.
            Securities Act or qualification under any securities laws of any
            state of the United States of America is required in connection with
            the proposed disposition and whether the proposed disposition is
            otherwise in compliance with such legislation and the regulations
            thereto;

      (e)   other than as contemplated by Subsection 4.03(c) hereof, the Plan
            Member will not attempt to effect any disposition of the Shares
            owned by the Plan Member and acquired pursuant to the Plan or of any
            interest therein which might be subject to the registration
            requirements of the U.S. Securities Act in the absence of an
            effective registration statement relating thereto under the U.S.
            Securities Act or an opinion of counsel satisfactory in form and
            substance to counsel for the Corporation that such disposition would
            not constitute a violation of the U.S. Securities Act and then will
            only dispose of such Shares in the manner so proposed;

      (f)   the Corporation may place a notation on the records of the
            Corporation to the effect that none of the Shares acquired by the
            Plan Member pursuant to the Plan shall be transferred unless the
            provisions of the Plan have been complied with; and

      (g)   the effect of these restrictions on the disposition of the Shares
            acquired by the Plan Member pursuant to the Plan is such that the
            Plan Member may not be able to sell or otherwise dispose of such
            Shares for a considerable length of time in a transaction which is
            subject to the provisions of the U.S. Securities Act other than as
            contemplated by Subsection 4.03(c) hereof.

                                  ARTICLE FIVE
                                     GENERAL

Section 5.01 EFFECTIVE TIME OF PLAN: The Plan shall become effective upon a date
to be determined by the Directors.

Section 5.02 AMENDMENT OF PLAN: The Committee may from time to time in the
absolute discretion of the Committee amend, modify and change the provisions of
the Plan or any Options granted pursuant to the Plan, provided that any
amendment, modification or change to the provisions of the Plan or any Options
granted pursuant to the Plan which would:

      (a)   materially increase the benefits under the Plan or any Options
            granted pursuant to the Plan;

                                     - 11 -

      (b)   increase the number of Shares, other than by virtue of Sections 5.06
            and 5.07 of the Plan, which may be issued pursuant to the Plan; or

      (c)   materially modify the requirements as to eligibility for
            participation in the Plan;

shall only be effective upon such amendment, modification or change being
approved by the shareholders of the Corporation if required by the Stock
Exchange and any other regulatory authority having jurisdiction over the
securities of the Corporation. Any amendment, modification or change of any
provision of the Plan or any Options granted pursuant to the Plan shall be
subject to approval, if required, by any regulatory authority having
jurisdiction over the securities of the Corporation. Notwithstanding the above,
any amendment, modification or change to the provisions of the Plan or any
Options granted pursuant to the Plan which would result or effectively result in
a reduction in the exercise price or an extension of the expiry date of Options
beyond a period of 10 years from the date of grant granted to Insiders shall
only be effective upon such amendment, modification or change being approved by
the shareholders of the Corporation.

Section 5.03 NON-ASSIGNABLE: No rights under the Plan and no Option awarded
pursuant to the provisions of the Plan are assignable or transferable by any
Plan Member other than pursuant to a will or by the laws of descent and
distribution or, upon receipt of all necessary regulatory approvals, as may be
approved by the Committee.

Section 5.04 RIGHTS AS A SHAREHOLDER: No Optionee shall have any rights as a
shareholder of the Corporation with respect to any Shares which are the subject
of an Option. No Optionee shall be entitled to receive, and no adjustment shall
be made for, any dividends, distributions or other rights declared for
shareholders of the Corporation for which the record date is prior to the date
of exercise of any Option.

Section 5.05 NO CONTRACT OF EMPLOYMENT: Nothing contained in the Plan shall
confer or be deemed to confer upon any Plan Member the right to continue in the
employment of, or to provide services to, the Corporation or any Designated
Subsidiary nor interfere or be deemed to interfere in any way with any right of
the Corporation or any Designated Subsidiary to discharge any Plan Member at any
time for any reason whatsoever, with or without cause. Participation in the Plan
by a Plan Member shall be voluntary.

Section 5.06 CONSOLIDATION, MERGER, ETC.: If there is a consolidation, merger or
statutory amalgamation or arrangement of the Corporation with or into another
corporation, a separation of the business of the Corporation into two or more
entities or a transfer of all or substantially all of the assets of the
Corporation to another entity, upon the exercise of an Option under the Plan,
the holder thereof shall be entitled to receive the securities, property or cash
which the holder would have received upon such consolidation, merger,
amalgamation, arrangement, separation or transfer if the holder had exercised
the Option immediately prior to such event, unless the Directors otherwise
determine the basis upon which such Option shall be exercisable, which may
include permitting all Options outstanding at the time of such event to become
immediately exercisable, notwithstanding Section 3.05 hereof.

                                     - 12 -

Section 5.07 ADJUSTMENT IN NUMBER OF SHARES SUBJECT TO THE PLAN: In the event
there is any change in the Shares, whether by reason of a stock dividend,
consolidation, subdivision, reclassification or otherwise, an appropriate
adjustment shall be made by the Committee in:

      (a)   the number of Shares available under the Plan;

      (b)   the number of Shares subject to any Option; and

      (c)   the exercise price of the Shares subject to Options.

If the foregoing adjustment shall result in a fractional Share, the fraction
shall be disregarded. All such adjustments shall be conclusive, final and
binding for all purposes of the Plan.

Section 5.08 SECURITIES EXCHANGE TAKE-OVER BID: In the event that the
Corporation becomes the subject of a take-over bid (within the meaning of the
Securities Act (Ontario)) pursuant to which 100% of the issued and outstanding
Shares are acquired by the offeror either directly or as a result of the
compulsory acquisition provisions of the Act, and where consideration is paid in
whole or in part in equity securities of the offeror, the Committee may send
notice to all Optionees requiring them to surrender their Options within 10 days
of the mailing of such notice, and the Optionees shall be deemed to have
surrendered such Options on the tenth day after the mailing of such notice
without further formality, provided that:

      (a)   the offeror delivers with such notice an irrevocable and
            unconditional offer to grant replacement options to the Optionees on
            the equity securities offered as consideration;

      (b)   the Committee has determined, in good faith, that such replacement
            options have substantially the same economic value as the Options
            being surrendered; and

      (c)   the surrender of Options and the granting of replacement options can
            be effected on a tax free roll-over basis under the Income Tax Act
            (Canada).

Section 5.09 NO REPRESENTATION OR WARRANTY: The Corporation makes no
representation or warranty as to the future market value of any Shares issued in
accordance with the provisions of the Plan.

Section 5.10 COMPLIANCE WITH APPLICABLE LAW: If any provision of the' Plan or
any Option contravenes any law or any order, policy, by-law or regulation of any
regulatory body having jurisdiction, then such provision shall be deemed to be
amended to the extent necessary to bring such provision into compliance
therewith.

Section 5.11 INTERPRETATION: This Plan shall be governed by and construed in
accordance with the laws of the Province of Ontario.


As at December 2002.

                                     - 13 -

SCHEDULE "A"

                               NOTICE OF EXERCISE

To:   Geac Computer Corporation Limited (the "Corporation")
      11 Allstate Parkway, Suite 300
      Markham, Ontario
      L3R 9T8

            The undersigned hereby notifies the Corporation pursuant to Section
3.07 of the Geac Computer Corporation Limited Stock Option Plan VI (the "Plan")
that the undersigned is hereby exercising Options to acquire common shares of
the Corporation granted pursuant to the Plan. The particulars of such exercise
are as follows:

      (a)   Number of Options to be exercised:    ______________________________

      (b)   Exercise Price per Option:            ______________________________

      (c)   Expiry date of Option:                ______________________________

      (d)   Aggregate purchase price (tendered
            in cash or by certified cheque):      ___________________ ((a) x(b))


Dated this ____________ day of _________________, ____________.



                                         _______________________________________
                                         Signature

                                         _______________________________________
                                         Name of Optionee (Please print)

                                         _______________________________________
                                         Address

                                         _______________________________________

EX-10.5

                                                                    Exhibit 10.5

                        GEAC COMPUTER CORPORATION LIMITED



                          EMPLOYEE STOCK PURCHASE PLAN














                         Effective as of August 1, 2001

                        GEAC COMPUTER CORPORATION LIMITED

                          EMPLOYEE STOCK PURCHASE PLAN


THIS EMPLOYEE STOCK PURCHASE PLAN of Geac Computer Corporation Limited (the
"Corporation") takes effect as of August 1, 2001. It continues and replaces the
Corporation's Employee Stock Ownership Plan II dated November 1, 1984 ("ESOP
II").

1.    PURPOSE

1.1   This Plan has been established to enable eligible employees of the
      Corporation to acquire Common Shares in Geac Computer Corporation Limited,
      in a convenient and systematic manner, so as to enable Employees to take a
      proprietary interest in the Corporation through equity participation, to
      encourage continued Employee interest in the operation, growth and
      development of the Corporation, as well as to provide an additional
      investment opportunity to employees.

2.    DEFINITIONS AND INTERPRETATION

2.1   In this Plan the following terms have the following meanings:

      (a)   "Administrator" means the Board, or if and to the extent the Board
            does not administer the Plan, the Committee or any other person
            appointed by the Board in accordance with Section 11 hereof;

      (b)   "Base Salary" means the gross salary amount paid to an Employee in
            the regular payroll period as of May 1 in any year (without taking
            into account any deduction either required by law or directed to be
            made by the Employee, and excluding any overtime pay, commissions,
            shift allowances, bonus, benefit, other remuneration or payment
            reflecting an Employee's entitlement under any profit sharing plan
            in effect from time to time);

      (c)   "Board" means the Board of Directors of the Corporation;

      (d)   "business day" means a day on which a chartered bank in Toronto is
            generally open for business;

      (e)   "Committee" means the committee of the Board (which may be
            constituted by one member of the Board), as constituted from time to
            time, which may be appointed by the Board to, inter alia, interpret,
            administer and implement the Plan, and includes any successor
            committee appointed by the Board for such purposes;

      (f)   "Common Shares" means the common shares of Geac;

      (g)   "Corporation" or "Geac" means Geac Computer Corporation Limited, its
            successors and assigns;

                                       2


      (h)   "Employee" means a regular full-time employee or officer, or a
            permanent part-time employee, of the Corporation or of a Subsidiary
            working a minimum of 20 hours per week and for greater certainty
            does not include non-permanent part-time, casual, temporary or
            retired employees of the Corporation or consultants to the
            Corporation;

      (i)   "Employee Shares" means the Common Shares purchased by an Employee
            or Employees under the Plan;

      (j)   "fiscal quarter" means any of the Corporation's fiscal quarters
            ending July 31, October 31, January 31 and April 30 in each fiscal
            year;

      (k)   "Insider" means (i) an insider as defined in the Securities Act
            (Ontario), other than a person who falls within that definition
            solely by virtue of being a director or senior officer of a
            subsidiary; and (ii) an associate, as such term is defined in the
            Securities Act (Ontario), of any person who is an insider by virtue
            of (i).

      (l)   "Notice of Termination" means the notice of termination in the form
            of Exhibit "B" annexed hereto;

      (m)   "Outstanding Issue" means the aggregate number of Common Shares then
            being referred to that are outstanding immediately prior to the
            share issuance in question, excluding Common Shares which have been
            issued pursuant to Share Compensation Arrangements over the
            immediately preceding one year period;

      (n)   "Plan" means this Employee Stock Purchase Plan and includes all
            amendments thereto;

      (o)   "Plan Member" means an Employee who has been accorded membership in
            the Plan;

      (p)   "Purchase Date" means the first business day immediately following
            the last day of each of Geac's fiscal quarter;

      (q)   "Quarterly Weighted Arithmetic Mean" means the arithmetic mean of
            the weighted average trading prices for Geac Common Shares on the
            TSE for each business day on which such Common Shares were traded
            during the fiscal quarter immediately before a Purchase Date, which
            weighted average trading prices for a business day shall be
            calculated by dividing the total value of the Common Shares traded
            on such business day by the total volume of the Common Shares traded
            on such business day;

      (r)   "Share Compensation Arrangement" means a stock option, stock option
            plan, employee stock purchase plan or any other compensation or
            incentive plan involving the issuance or potential issuance of
            Common Shares to Employees,

                                       3


            Insiders and any other person engaged to provide ongoing management
            or consulting services for the Corporation or for its Subsidiaries;

      (s)   "Subscription Form" means the subscription form in the form of
            Exhibit "A" annexed hereto;

      (t)   "Subsidiary" means a subsidiary, as defined in the Canada Business
            Corporations Act, of the Corporation; and

      (u)   "TSE" means The Toronto Stock Exchange.

2.2   This Plan is established under the laws of the Province of Ontario and the
      rights of all parties and the interpretation of each and every provision
      of the Plan shall be governed and construed in accordance with the laws of
      Ontario and the laws of Canada applicable therein.

2.3   In this Plan, unless the context requires otherwise, references to the
      male gender include the female gender, words importing the singular number
      may be construed to extend to and include the plural number, and words
      importing the plural number may be construed to extend to and include the
      singular number.

3.    ELIGIBILITY

3.1   Each Employee resident in Canada is eligible to participate in the Plan
      from the date that is three (3) months after he has entered the continuous
      full-time employment of Geac or a Subsidiary.

3.2   For the purpose of this Plan, continuous employment shall include sick
      leaves, maternity leaves, short term disability leaves and other leaves of
      absence approved by the Corporation, provided that where the period of
      leave exceeds ninety (90) days and the individual's right to reemployment
      is not guaranteed either by statute or by contract, the employment
      relationship will be deemed to have terminated on the 91st day of such
      leave.

4.    MEMBERSHIP

4.1   Any Employee of Geac or a Subsidiary may, at any time after he has been in
      the continuous full-time employ of Geac or a Subsidiary for a period of
      three (3) months, notify Geac that he wishes to become a member of this
      Plan, by completing a Subscription Form in the form annexed hereto as
      Exhibit "A". Membership will become effective on the date of the
      commencement of a fiscal quarter if the Corporation receives the
      Employee's Subscription Form at least five (5) business days prior to the
      commencement of such fiscal quarter; otherwise membership will become
      effective at the commencement of the next following fiscal quarter.

4.2   An Employee who terminates his membership in the Plan in accordance with
      subsection 8.1 hereof may apply for renewal of membership in the Plan, but
      only after four full fiscal

                                       4


      quarters have elapsed since the effective date of termination of his
      membership and such renewal of membership will become effective as of the
      date of commencement of a fiscal quarter if the Corporation receives the
      Employee's Subscription Form to renew membership at least five (5)
      business days prior to the commencement of such fiscal quarter; otherwise
      renewal of membership will become effective as of the commencement of the
      next following fiscal quarter.

4.3   The Corporation will provide each Plan Member with the following:

      (a)   a copy of the Plan; and

      (b)   any other information regarding the Plan required to be provided,
            and in a manner prescribed, under any applicable law.

5.    PLAN MEMBERS' PAYROLL DEDUCTIONS

5.1   An Employee in applying for membership in the Plan shall in the
      Subscription Form designate that one of two per cent (2%), five per cent
      (5%) or ten per cent (l0%) of his Base Salary is to be deducted from his
      salary payments for the purpose of purchasing Common Shares under this
      Plan.

5.2   A Plan Member may from time to time change the amount so designated under
      subsection 5.1, with respect to the fiscal quarter and all subsequent
      fiscal quarters, from one of two per cent (2%), five per cent (5%), or ten
      per cent (10%) to either of such other percentages by submitting to Geac a
      Subscription Form for this purpose at least five (5) business days prior
      to the commencement of the fiscal quarter in which such change of
      designated percentage is to take effect; otherwise the change of
      designated percentage will take effect in the next following fiscal
      quarter. Such a change may be made only once in each fiscal year of Geac
      unless the change is in connection with the commencement or termination of
      a leave of absence or short-term disability, or unless compliance with
      this provision is waived by Geac.

5.3   Payroll deductions will be made from a Plan Member's payroll in each
      regular payroll period after the commencement of his membership in the
      Plan. The amount of payroll deduction in each regular payroll period shall
      be equal to the product of a Plan Member's Base Salary multiplied by the
      percentage designated by the Plan Member under subsection 5.1. In the
      event a Plan Member changes his designation of payroll deduction
      percentage in accordance with subsection 5.2, the amount of the payroll
      deduction shall be adjusted accordingly. In the event a Plan Member's
      membership in the Plan is terminated in accordance with Sections 8, 9 and
      13 herein, the payroll deductions will discontinue as provided in Sections
      8, 9 and 13.

5.4   An individual bookkeeping account shall be maintained under the Plan for
      each Plan Member. The amounts deducted from a Plan Member's payroll shall
      be credited to the Plan Member's account under the Plan and shall
      constitute subscriptions by the Plan

                                       5


      Member for Common Shares under the Plan. No interest shall accrue to a
      Plan Member in respect of the amounts credited to the Plan Member's
      account under the Plan.

5.5   All amounts credited to Plan Members' accounts under the Plan shall be the
      property of Geac, subject to subsections 8.2, 9.2 and 13.2 herein. All
      payroll deductions made under the Plan shall be deposited with the general
      funds of the Corporation and may be used by the Corporation for any
      corporate purpose.

6.    QUARTERLY PURCHASE OF COMMON SHARES

6.1   Subject to the provisions in Section 12 herein, as of each Purchase Date,
      Geac shall issue to each Plan Member from treasury that number of Common
      Shares (rounded downward to the nearest whole number of shares) determined
      by dividing the balance of the amount credited to a Plan Member's account
      under the Plan on the last day of the fiscal quarter immediately before
      the Purchase Date by a number equal to ninety per cent (90%) of the lesser
      of (i) the Quarterly Weighted Arithmetic Mean, and (ii) the arithmetic
      mean of the weighted average trading price for the Common Shares on the
      TSE for each of the last five (5) business days on which such Common
      Shares were traded during the fiscal quarter immediately before the
      Purchase Date (such number is hereinafter referred to as the "Subscription
      Price").

6.2   Concurrently with the issuance of Common Shares in accordance with
      subsection 6.1, the balance of the Plan Member's account under the Plan
      shall be reduced by the aggregate amount of the Subscription Price for all
      Common Shares issued to such Plan Member pursuant to subsection 6.1 on
      that Purchase Date. Any balance remaining in the Plan Member's account
      under the Plan shall be applied towards the Plan Member's future quarterly
      purchases of Common Shares pursuant to this Plan.

7.    ISSUANCE OF SHARE CERTIFICATES

7.1   Upon the issuance of Common Shares by Geac to Plan Members in each fiscal
      quarter, Geac shall direct Computershare Trust Company of Canada, or any
      other person acting as the registrar and transfer agent for the Common
      Shares, to issue Common Share certificates to the Plan Members with each
      certificate representing the number of Common Shares purchased by each
      Plan Member in that fiscal quarter; such certificate shall be sent, as
      promptly as practicable, by regular mail to the address of the Plan Member
      indicated in the Subscription Form or as otherwise notified to Geac in
      writing by the Plan Member.

8.    TERMINATION OF MEMBERSHIP BY PLAN MEMBER

8.1   A Plan Member may voluntarily terminate his membership in the Plan
      effective with respect to a fiscal quarter and all succeeding fiscal
      quarters by delivering to Geac a signed Notice of Termination in the form
      of Exhibit "B" annexed hereto. The termination will take effect on the
      date (the "Voluntary Termination Date") described as follows:

                                       6


      (a)   if the Corporation receives the Notice of Termination at least
            thirty (30) days before the end of a fiscal quarter, the Voluntary
            Termination Date shall be the last day of that fiscal quarter; or

      (b)   if the Corporation receives the Notice of Termination within thirty
            (30) days before the end of a fiscal quarter, the Voluntary
            Termination Date shall be the last day of the fiscal quarter
            following the fiscal quarter in which the Notice of Termination is
            received by the Corporation.

8.2   The Corporation shall not proceed with the issue of the Common Shares to
      the Plan Member that has delivered a Notice of termination for the fiscal
      quarter in which the Voluntary Termination Date occurs. The Corporation
      shall, as promptly as practicable after the Voluntary Termination Date,
      pay to the terminating Plan Member, without interest, any remaining
      balance of the Plan Member's account under the Plan which has not, as of
      the Voluntary Termination Date, been used to purchase Common Shares under
      the Plan. No further payroll deductions will be made from the terminating
      Plan Member's Base Salary for the purchase of Common Shares on and from
      the Voluntary Termination Date.

9.    AUTOMATIC TERMINATION

9.1   Membership in the Plan automatically terminates when an Employee ceases to
      be an Employee of Geac or a Subsidiary eligible to participate in the
      Plan, whether by reason of death, retirement, voluntary resignation or
      termination by Geac or the Subsidiary by which the Employee was employed,
      whether for "cause" or otherwise, or for any other reason whatsoever. The
      termination will take effect on the date (the "Automatic Termination
      Date") an Employee ceases to be an Employee of Geac or a Subsidiary
      eligible to participate in the Plan without taking into account any
      periods provided for notice of termination purposes.

9.2   Upon termination of membership of a Plan Member in the Plan as provided in
      subsection 9.1, except by reason of death, the Corporation shall, as
      promptly as practicable after the Automatic Termination Date, pay to the
      terminating Plan Member, without interest, any remaining balance of the
      Plan Member's account under the Plan which has not, as of the Automatic
      Termination Date, been used to purchase Common Shares under the Plan. No
      further payroll deductions will be made from the terminating Plan Member's
      Base Salary for the purchase of Common Shares on and from the Automatic
      Termination Date

9.3   Upon the death of a Plan Member, the balance of the deceased Plan Member's
      account under the Plan at the time of death, together with any payroll
      deduction from the deceased Plan Member's final salary payment under the
      Plan, shall continue to be credited to the Plan Member's account under the
      Plan until the end of the fiscal quarter in which the death occurs. At
      such fiscal quarter end, Common Shares shall be issued in the name of the
      last beneficiary(ies) designated under the Plan by the deceased Plan
      Member, or in the name of the deceased Plan Member if no beneficiary is
      designated under the

                                       7


      Plan. The share certificate(s) shall be forwarded, and any remaining
      balance of the deceased Plan Member's account under the Plan shall be paid
      without interest and forwarded: (a) to the last beneficiary designated in
      a Subscription Form by the Plan Member, (b) in the absence of such a
      designated beneficiary, to the executor or administrator of the Plan
      Member's estate, or (c) if no such executor or administrator has been
      appointed to the knowledge of the Corporation, to such other person(s) as
      the Corporation may, in its discretion, designate.

10.   ADMINISTRATION OF THE PLAN

10.1  The Plan shall be administered by the Corporation in accordance with its
      provisions. The Corporation may, from time to time, establish
      administrative rules and regulations relating to the operation of the Plan
      as it may deem necessary to further the purpose of the Plan and amend or
      repeal such rules and regulations. The Corporation, in its discretion, may
      appoint a Committee for the purpose of interpreting, administering and
      implementing the Plan. The Corporation may also delegate to any director,
      officer or employee of the Corporation such administrative duties and
      powers relating to the administration of the Plan as the Corporation may
      see fit.

10.2  If considered advisable, the Corporation may appoint a third party to
      administer the Plan.

10.3  Geac shall bear all costs and expenses incurred in connection with the
      establishment and administration of the Plan.

11.   LISTING ON THE TORONTO STOCK EXCHANGE

11.1  Subject to Section 13, Geac shall use its best efforts to ensure that all
      Common Shares issued to Plan Members pursuant to the Plan are listed for
      trading on the TSE.

12.   RESTRICTIONS ON NUMBER OF COMMON SHARES ISSUABLE UNDER THE PLAN

12.1  The maximum number of Common Shares available for issue to Plan Members
      under the Plan shall be 600,000 Common Shares. Such maximum number
      excludes the number of all Common Shares issued under Geac's previous
      Employee Stock Ownership Plans and the number of any Common Shares issued
      or reserved for issuance under any of Geac's Employee Stock Option Plans.

12.2  The Board from time to time may increase or decrease such maximum number
      of Common Shares available for issue to Plan Members, so long as such
      maximum number is in accordance with the requirements of the TSE and
      applicable securities legislation in effect from time to time.

12.3  If on a given Purchase Date the number of Common Shares required to be
      issued under the Plan exceeds the number of Common Shares then available
      under the Plan or if there

                                       8


      are no Common Shares then available for issue under the Plan, the
      Corporation may, in its absolute discretion:

      (a)   make a pro rata allocation of the Common Shares remaining available
            for purchase in as uniform a manner as shall be practicable and as
            it shall determine to be equitable; or

      (b)   suspend the issuance of Common Shares under the Plan until such
            subsequent Purchase Date on which Common Shares are again available
            for issuance under the Plan. Payroll deductions shall continue to be
            made under the Plan and credited to the Plan Members' accounts under
            the Plan during the suspension period. Common Shares shall be issued
            on such subsequent Purchase Date by applying the balance of the Plan
            Members' accounts under the Plan on such subsequent Purchase Date at
            the Subscription Price as at such subsequent Purchase Date.

12.4  No Employee shall be eligible to purchase Common Shares through the Plan
      if such purchase would result in such Employee holding in excess of five
      per cent (5%) of the issued and outstanding Common Shares.

12.5  The issuance, within a one year period, of Common Shares issued pursuant
      to all Share Compensation Arrangements may not exceed ten percent (10%) of
      the Outstanding Issue.

12.6  Not more than 50% of the Common Shares issuable under the Plan may be
      issued to Insiders.

12.7  Notwithstanding any of the provisions in this Section 12, the issuance to
      any one Insider (including the Insider's associates), within a one year
      period, of Common Shares issued pursuant to all Share Compensation
      Arrangements may not exceed five percent (5%) of the Outstanding Issue and
      the issuance to all Insiders, within a one year period, of Common Shares
      issued pursuant to all Share Compensation Arrangements may not exceed ten
      percent (10%) of the Outstanding Issue.

13.   AMENDMENT

13.1  The Corporation reserves the right at any time to amend, suspend or
      terminate, in whole or in part, the Plan, including such amendments to the
      Plan as may be necessary or desirable in the opinion of the Corporation to
      comply with the rules or regulations of any governmental authority or
      stock exchange that apply to the Plan, provided however that (a) any
      approvals required under any applicable law are obtained, and (b) no such
      amendment or termination shall be made at any time which has the effect of
      adversely affecting the existing rights of Plan Members in respect of
      Employee Shares which have been acquired by the Plan Members under the
      Plan prior to the date of such amendment or termination without those Plan
      Members' consent in writing. To the extent reasonably

                                       9


      practicable, Plan Members will be given at least thirty (30) days notice
      of any amendment to, or termination of, the Plan.

13.2  To the extent reasonably practicable, termination of the Plan by Geac
      shall take effect as of the end of a fiscal quarter. No Common Shares will
      be issued in the fiscal quarter in which Geac terminates the Plan. All
      payroll deductions for the purchase of Common Shares under the Plan shall
      discontinue on and from the time of termination. The balance remaining in
      each Plan Member's account under the Plan at the time of termination shall
      be returned to the Plan Member, without interest.

14.   GENERAL PROVISIONS

14.1  Rights and interests under this Plan are not transferable by a Plan Member
      either by voluntary assignment or by operation of law except by death or
      mental incompetency. Any attempt at assignment, transfer, pledge or other
      disposition other than as described in the preceding sentence shall be
      without effect, except that the Corporation may treat such act as an
      election to terminate the membership in the Plan in accordance with
      subsection 8.1 hereof.

14.2  Participation in the Plan shall be entirely optional and voluntary and any
      decision whether or not to participate shall not affect any Employee's
      employment with the Corporation. No Employee, Plan Member or other person
      shall have any claim or right to participate under the Plan. Participation
      in this Plan shall not affect the right of the Corporation to discharge a
      Plan Member. Neither any period of notice, if any, nor any payment in lieu
      thereof, or combination thereof, upon termination of employment shall be
      considered as extending the period of employment for the purposes of the
      Plan.

14.3  The implementation and operation of the Plan is subject to any
      governmental and stock exchange approvals or consents that may be or
      become applicable. As a condition of participating in the Plan, each Plan
      Member agrees to comply with all laws, rules and regulations which may
      apply in connection with the Plan and agrees to furnish to the Corporation
      all information and undertakings as may be required to permit compliance
      with such laws, rules and regulations.

14.4  The Corporation may adopt and apply rules that in its opinion will ensure
      that the Corporation will be able to comply with applicable provisions of
      any federal, provincial, state, or local tax legislation. The Corporation
      or a Subsidiary may withhold from any amounts payable to a Plan Member,
      either under this Plan, or otherwise, or require a Plan Member to pay,
      such amounts as may be necessary, so as to ensure that the Corporation or
      the Subsidiary will be able to comply with applicable law relating to the
      withholding of tax or other required deductions relating to the Plan
      Member's participation in the Plan. The Corporation shall also have the
      right in its discretion to satisfy any such withholding tax liability by
      retaining or acquiring any Employee Shares which would otherwise be
      provided to a Plan Member hereunder.

                                       10


14.5  Notwithstanding subsection 14.4 above, a Plan Member shall be fully
      responsible and liable for reporting for tax purposes in respect of his
      participation in the Plan and the payment of any tax relating thereto.

14.6  Neither the Corporation nor the Administrator shall be liable to any Plan
      Member or any person claiming through a Plan Member for any loss or
      failure to achieve a gain resulting from:

      (a)   any change in the market value of any Employee Shares purchased by a
            Plan Member pursuant to the Plan;

      (b)   any change in the market price of the Common Shares between any time
            payroll deductions are made from a Plan Member's payroll and the
            time a purchase of Common Shares using the amounts so deducted takes
            place;

      (c)   any change in the market price of the Common Shares between the time
            the issuance of Common Shares under the Plan is suspended in
            accordance with paragraph 12.3(b) herein and the time the Common
            Shares of which issuance has been suspended are issued; or

      (d)   any change in the market price of the Common Shares between the
            Purchase Date on which a Plan Member purchases Employee Shares under
            the Plan and the date the Plan Member receives the share
            certificate(s) representing the Employee Shares he has purchased on
            that Purchase Date.

15.   EFFECTIVE DATE

15.1  The Plan shall be effective as of August 1, 2001 subject to approval by
      the shareholders of the Corporation.

16.   TRANSITIONAL PROVISIONS

16.1  If the Plan is approved by the Shareholders of the Corporation, then
      effective as of August 1, 2001,

      (a)   all members participating in ESOP II shall, notwithstanding
            subsection 4.1, automatically become Plan Members under this Plan;

      (b)   each account maintained by Geac for an employee under ESOP II shall
            automatically be converted to an account for that employee under
            this Plan, and all balances remaining in the employee's account
            under ESOP II will be automatically credited to that employee's
            account under this Plan;

      (c)   the last designations made by an employee under ESOP II on payroll
            deduction percentage and beneficiary(ies) are deemed to be the
            designations made under this Plan;

                                       11


      (d)   the Corporation may request Employees who become Plan Members by
            virtue of paragraph (a) above to furnish the Corporation with
            completed Subscription Forms; and

      (e)   ESOP II is terminated, and the number of Common Shares remaining
            available for issuance under ESOP II as at August 1, 2001, if any,
            shall be allocated to Geac's Employee Stock Option Plans then in
            effect.

                                               Adopted by the Board of Directors
                                               on September 11, 2001.

                                               [APPROVED BY THE SHAREHOLDERS ON
                                               OCTOBER 19, 2001.]

                                    EXHIBIT A

                        GEAC COMPUTER CORPORATION LIMITED

                          EMPLOYEE STOCK PURCHASE PLAN

                                SUBSCRIPTION FORM


Commencement Date (to be completes by Geac):
                                            ------------------------------------

                       [ ]      Original Application

                       [ ]      Change in Payroll Deduction Rate

                       [ ]      Change of Beneficiary(ies)


1.    I,_______________________________________, hereby elect to participate in
      the Geac Computer Corporation Limited ("Geac") Employee Stock Purchase
      Plan (the "Plan") and subscribe to purchase Common Shares in accordance
      with this Subscription Form and the Plan.

2.    I understand that subscriptions for the Common Shares under the Plan are
      made by payroll deductions. I hereby authorize payroll deductions from
      each of my pay cheques in the amount of the following selected percentage
      of my Base Salary on each pay day during each fiscal quarter in accordance
      with the Plan (please check only ONE box)

      [ ]    2%

      [ ]    5%

      [ ]    10%

3.    I understand that any payroll deductions authorized by me under section 2
      above shall be accumulated for my subscriptions of Common Shares under
      this Plan. I acknowledge that the amounts deducted from my payroll under
      the Plan will be credited to the bookkeeping account that Geac maintains
      for me under the Plan and no interests will accrue to me in respect to the
      amounts credited to my account under the Plan.

3.    I understand my purchase of Common Shares under the Plan will be made at
      the applicable Subscription Price determined in accordance with the Plan.

4.    I have received a copy of the complete Plan and I understand that any
      initially capitalized term in this Subscription Form has the meaning as
      defined in the Plan.

5.    I understand that my participation in the Plan is in all respects subject
      to the terms of the Plan.

                                       2


6.    Common Shares purchased for me under the Plan should be issued in my name.
      However, any Common Shares purchased for me under the Plan after my death
      should be issued in the name of the beneficiary(ies) designated by me
      under the Plan if I have made such designation.

7.    I understand that I will be treated for federal income tax purposes as
      having received a benefit from employment included in my income in an
      amount equal to the excess of the fair market value of the Common Shares
      on the date of purchase over the price which I pay for the Common Shares.
      The Corporation may withhold from my salary the amount necessary to meet
      any applicable tax withholding obligation with respect to my participation
      in the Plan.

8.    I acknowledge that my participation in the Plan is entirely voluntary and
      will not affect my employment.

9.    I agree to be bound by the terms of the Plan. The effectiveness of this
      Subscription Agreement is dependent upon my eligibility to participate in
      the Plan.

10.   In the event of my death while I am a participant in the Plan, I wish the
      following beneficiary(ies) to receive all payments and Common Shares due
      to me under the Plan and I revoke any previous designation of beneficiary
      I have made under the Plan:


BENEFICIARY NAME:
                         -------------------------------------------------------
 (Please print)              (First)         (Middle)             (Last)

BENEFICIARY ADDRESS:
 (Please print)          -------------------------------------------------------

                         -------------------------------------------------------

                         -------------------------------------------------------

Relationship to Employee:
                         -------------------------------------------------------



EMPLOYEE NAME:
                         -------------------------------------------------------
(Please print)               (First)         (Middle)             (Last)

EMPLOYEE ADDRESS:
 (Please print)          -------------------------------------------------------

                         -------------------------------------------------------

                         -------------------------------------------------------


Social Insurance Number:
                         -------------------------------------------------------

                                       3


I UNDERSTAND THAT THIS SUBSCRIPTION FORM SHALL REMAIN IN EFFECT THROUGHOUT MY
MEMBERSHIP IN THE PLAN UNLESS AMENDED OR TERMINATED BY ME.



Dated:
       -------------------------------



                                             -------------------------------
                                             Signature of Plan Member

                                    EXHIBIT B

                        GEAC COMPUTER CORPORATION LIMITED

                          EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF TERMINATION


      The undersigned, a Plan Member in the Employee Stock Purchase Plan (the
"Plan") of Geac Computer Corporation Limited (the "Corporation"), hereby
notifies the Corporation that he or she hereby terminates his or her membership
in the Plan. The undersigned understands that the termination will take effect
on the date (the "Voluntary Termination Date") that is (a) the last day of the
current fiscal quarter of the Corporation if this Notice of Termination is
received by the Corporation at least thirty (30) days before the end of the
current fiscal quarter, or (b) the last day of the next fiscal quarter of the
Corporation if this Notice of Termination is received by the Corporation within
thirty (30) days before the end of the current fiscal quarter. The undersigned
hereby directs the Corporation not to proceed with the issue of the Common
Shares to the undersigned under the Plan for the fiscal quarter in which the
Voluntary Termination Date occurs. The undersigned further directs the
Corporation to pay to the undersigned, as promptly as practicable after the
Voluntary Termination Date, the balance of the undersigned's account under the
Plan that has not been used to purchase Common Shares under the Plan. The
undersigned understands and agrees that his or her participation in the Plan
will be terminated and that no further payroll deductions will be made for the
purchase of Common Shares on and from the Voluntary Termination Date. The
undersigned further acknowledges that the undersigned shall be eligible to
resume participation in the Plan only by delivering to the Corporation a new
Subscription Form after at least four full fiscal quarters have passed from the
Voluntary Termination Date.

                             Name and Address of Plan Member:


                             ---------------------------------------------------

                             ---------------------------------------------------

                             ---------------------------------------------------


                             Signature:


                             ---------------------------------------------------



                             Date:
                                  ----------------------------

EX-10.6

                                                                    Exhibit 10.6


THIS AGREEMENT is dated 13th July 2000 and is made BETWEEN:

(1)   GEAC CANADA LIMITED, a limited liability company, incorporated under the
      laws of Canada, having its registered office at Suite 601 4100 Yonge
      Street, Toronto, Ontario, M2P 2G2, Canada ("GEAC CANADA"); and

(2)   GEAC COMPUTER CORPORATION LIMITED, a limited liability company,
      incorporated under the laws of Canada, having its registered office at
      Suite 601 4100 Yonge Street, Toronto, Ontario, M2P 2G2, Canada ("THE
      VENDOR"); and

(3)   INGLEBY (1306) LIMITED (No. 3982820), whose registered office is at 1690
      Park Avenue, Aztec West, Almondsbury, Bristol, BS42 4RA ("NEWCO 1"); and

(4)   SBS INTERNATIONAL HOLDINGS LIMITED (No. 4004867), whose registered office
      is at 1690 Park Avenue, Aztec West, Almondsbury, Bristol, BS42 4RA ("NEWCO
      2").

WHEREAS

(A)   GEAC UK (as defined below) is a private company incorporated in England
      and Wales and limited by shares. The Vendor has agreed to sell and Newco 1
      has agreed to purchase the GEAC UK Sale Shares (as defined below) upon the
      terms and subject to the conditions of this Agreement ("THE GEAC UK
      ACQUISITION");

(B)   GEAC GmbH (as defined below) is a limited liability company, incorporated
      under the laws of Austria. The Vendor has agreed to sell and Newco 2 has
      agreed to purchase the GEAC GmbH Sale Shares (as defined below) upon the
      terms and subject to the conditions of this Agreement ("THE GEAC GMBH
      ACQUISITION").

(C)   The Management Data Subsidiaries (as defined below) are various private
      and limited liability companies, each incorporated in its relevant
      jurisdiction. The Vendor has agreed to sell and Newco 2 has agreed to
      purchase the Management Data Subsidiaries Sale Shares (as defined below),
      upon the terms and subject to the conditions of this Agreement ("THE
      MANAGEMENT DATA SUBSIDIARIES ACQUISITION").

NOW IT IS HEREBY AGREED as follows:

1     DEFINITIONS AND INTERPRETATION

      In this Agreement unless the context otherwise requires:

1.1   GEAC UK SPECIFIC DEFINITIONS

      "ASSURANCE" means assignment or transfer of the relevant Retained Geac
      Property;

      "THE CANNON STREET PROPERTY" means the leasehold property known as part
      12th floor of the Tower Block, 78 Cannon Street, London, EC4 demised by a
      lease dated 21 October 1999 made between MWB (Cannon Centre) Limited (1)
      and Geac Computers Limited (2);

      "GEAC 2" means Geac Computers (2) Limited (Registered No. 4018356);

      "GEAC FINANCIAL INFORMATION" means the historical trading summary and
      analysis by location of the Smartstream Business contained in Part A of
      schedule 11;


                                       1




      "GEAC UK" means GEAC Computers Limited (No. 1219434) whose registered
      office is at 1690 Park Avenue, Aztec West, Almondsbury, Bristol, BS42 4RA
      and with further details as set out in Part A of schedule 2;

      "GEAC UK GROUP" means together GEAC UK and the GEAC UK Subsidiary;

      "GEAC UK GROUP COMPANY" means each and any body corporate in the GEAC UK
      Group;

      "GEAC UK PROPERTIES" means the leasehold properties details of which are
      set out in Part A schedule 3;

      "GEAC UK BRISTOL PROPERTY" means the leasehold property at 1690 Park
      Avenue, Aztec West, Almondsbury, Bristol, BS42 4RA;

      "THE GEAC UK REORGANISATION STEP PLAN" means the paper in the agreed form
      setting out the steps in a re-organisation involving, amongst others, GEAC
      UK and the GEAC UK Subsidiary;

      "THE GEAC UK REORGANISATION" means the transactions and other matters
      referred to in the GEAC UK Reorganisation Step Plan and implemented
      pursuant to, inter alia, the GEAC UK Reorganisation Documents;

      "THE GEAC UK REORGANISATION DOCUMENTS" means certain of the documents
      relating to the GEAC UK Reorganisation as listed in schedule 10;

      "THE GEAC UK RESTRICTED PRODUCTS" means all products which are developed,
      produced, distributed or sold in respect of the Smartstream Business at
      the Completion Date being "Smartstream Reconciliations", "Smartstream FX
      Confirmations", "Smartstream ETC", "Smartstream Investigations",
      "Cyberstream Web Enabled", "Smartsteps", "Smartstream Cash Management",
      "Smartstream CCM", "Smartstream Collateral Management", "Smartstream Risk
      Management", "Smartstream Securities Confirmations", "Smartstream CLS",
      "Smartstream GSTPA", "Smartstream STP" and "Smartstream Trade Finance",
      "Smartstream Credit Risk", "Smartstream Payments", "Smarstream Control",
      "Smartstream Securities", "Smartstream Cash", "Smartstream Exceptions",
      "Smartstream Trade" and "Smartstream Workflow";

      "THE GEAC UK RESTRICTED SERVICES" means all services which are supplied in
      respect of the Smartstream Business at the Completion Date being the
      installation, upgrading and customisation of the GEAC UK Restricted
      Products and training in respect of the GEAC UK Restricted Products;

      "GEAC UK SALE SHARES" means 6,000,000 A Tracker Shares being the entire
      issued A Tracker Shares of GEAC UK;

      "GEAC UK SCHEME" means the GEAC Computers Limited Staff Benefits Scheme
      established by a trust deed dated 28 March 1991;

      "GEAC UK SUBSIDIARY" means Generator /400 Limited (registered no.2285524)
      whose registered office is at 1690 Park Avenue, Aztec West, Almondsbury,
      Bristol, BS42 4RA and with further details as set out in Part B of
      schedule 2;

      "GEAC UK WARRANTIES" means the Warranties as to the matters stated in Part
      B of schedule 7;


                                       2


      "GEAC UK GROUP WARRANTIES" means the Warranties as to the matters stated
      in Part C of schedule 7;

      "GEAC UK TAX WARRANTIES" means the Warranties as to the matters stated in
      Part F of schedule 7;

      "THE HIGH WYCOMBE PROPERTY" means the leasehold property known as premises
      on Level 2 and part of Level 3 Block A and part Level 3 Block A of the Dun
      & Bradstreet Building, Holmer Farm Way, High Wycombe demised or to be
      demised by the following:

      (a)   Lease dated 31 October 1997 made between Dun & Bradstreet Limited
            (1) Geac Computers Limited (2) and Geac Computer Corporation Limited
            (3); and

      (b)   Agreement for Lease dated 3 April 2000 made between Dun & Bradstreet
            Limited (1) and GEAC UK (2);

      "LEASE" means the lease or agreement for lease if no lease has yet been
      granted of each Retained GEAC Property together with any deeds or
      documents supplemental thereto;

      "THE NESTON PROPERTY" means the leasehold property known as basement and
      ground floor offices at Hinderton Hall, Neston, South Wirral demised by a
      lease dated 22 October 1998 made between Hinderton Estates Limited (1) and
      Phoenix Systems Limited (2);

      "THE NEW HIGH WYCOMBE LEASE" means the lease of premises known as Part
      Level 3 Block A of the Dun & Bradstreet Building, Holmer Farm Way, High
      Wycombe to be granted pursuant to the Agreement for Lease dated 3 April
      2000 made between Dun & Bradstreet Limited (1) and GEAC UK(2) together
      with any documents supplemental thereto;

      "REQUISITE CONSENT" means the consent of a landlord or other third party
      required in order that a Retained GEAC Property may be lawfully assigned
      to GEAC 2;

      "THE RETAINED GEAC PROPERTIES" means together the High Wycombe Property,
      the Cannon Street Property, the Twickenham Property and the Neston
      Property and any other freehold or leasehold property to be transferred to
      GEAC 2 pursuant to the asset sale agreement dated 3 July 2000 made between
      GEAC UK (1) and GEAC 2 (2);

      "REVERSIONER" means any reversioner whether immediate or not in respect of
      any Lease;

      "THE SMARTSTREAM ASSETS" means the Smartstream Fixed Equipment, the
      Smartstream Movable Equipment (including the Smartstream Computer
      Systems), the Smartstream Intangible Assets, the Smartstream Intellectual
      Property, the Smartstream Developed Software, the benefit of the
      Smartstream Contracts and the Smartstream Licences, the Smartstream Third
      Party Rights and all other assets whatsoever used exclusively and
      wheresoever located for the purposes of the Smartstream Business;

      "THE SMARTSTREAM BUSINESS" means the business known as "the Smartstream
      Reconciliations Business" and/or "SSR" at the Completion Date being the
      business of the development, production, distribution and sale of products
      and related services


                                       3





      to deliver integrated transaction management solutions to banks and other
      financial institutions to customers worldwide;

      "THE SMARTSTREAM BUSINESS NAMES" means all rights, titles and interest in
      the names "Smartstream Reconciliation", "Smartstream FX Confirmations",
      "Smartstream ETC", "Smartstream Investigations", "Smartstream Cash
      Management", "Smartstream CCM", "Smartstream Collateral Management",
      "Smartstream Risk Management", "Smartstream Securities Confirmations",
      "Smartstream CLS", "Smartstream GSTPA", "Smartstream STP", "Smartstream
      Trade Finance", "Cyberstream Web Enabled", "Smartsteps", "Smartstream
      Credit Risk", "Smartstream Control", "Smartstream Securities",
      "Smartstream Cash", "Smartstream Exceptions" and "Smartstream Trade";

      "THE SMARTSTREAM BUSINESS TRANSFER DATE" means 3 July 2000;

      "THE SMARTSTREAM COMPUTER SYSTEMS" means any computer hardware, software,
      networking equipment or other equipment used exclusively in connection
      with the Smartstream Business which is reliant upon microchip technology
      for one or more of the following purposes:

            (i)   accounting and management information;

            (ii)  payroll;

            (iii) invoicing and credit control;

            (iv)  production or design processes;

            (v)   sales and marketing information;

            (vi)  stock control;

            (vii) communications with customers, suppliers and trading partners
                  in connection with the Smartstream Business or internally
                  within the GEAC UK Group; or

           (viii) any other purpose which is material to the management or
                  operation of the Smartstream Business or the GEAC UK Group;

      "THE SMARTSTREAM CONFIDENTIAL INFORMATION" means trade secrets and
      information equivalent to them (including but not limited to formulae,
      processes, methods, knowledge and Smartstream Know-how) in connection with
      the products developed, produced, distributed and sold and the services
      supplied in connection with the Smartstream Business and the customers and
      suppliers in connection with the Smartstream Business and which are for
      the time being confidential in respect of the Smartstream Business;

      "THE SMARTSTREAM CONTRACTS" means the Smartstream Customer Contracts, the
      Smartstream Supply Contracts and the Smartstream Finance Agreements;

      "THE SMARTSTREAM CUSTOMER CONTRACTS" means all of the contracts,
      agreement, orders, engagements and binding arrangements (whether written
      or oral) in respect of the Smartstream Business and the customers of the
      Smartstream Business for the supply of products or services in relation to
      the Smartstream Business which were subsisting immediately before the
      Smartstream Business Transfer Date;


                                       4




         "SMARTSTREAM DEVELOPED SOFTWARE" means any software developed by or on
         behalf of or in connection with the Smartstream Business and used in
         the Smartstream Business or by customers of the Smartstream Business as
         at the date of this Agreement;

         "THE SMARTSTREAM EMPLOYEES" means the persons employed in relation to
         the Smartstream Business immediately before the Smartstream Business
         Transfer Date;

         "THE SMARTSTREAM FIXED EQUIPMENT" means all of the equipment used
         exclusively in the Smartstream Business, wheresoever located,
         immediately before the Smartstream Business Transfer Date;

         "THE SMARTSTREAM FINANCE AGREEMENTS" means the leasing, hire purchase,
         credit sale and other similar agreements relating to equipment used
         exclusively in connection with Smartstream Business;

         "SMARTSTREAM INTANGIBLE ASSETS" means all customer and supplier lists
         maintained by or on behalf of the Smartstream Business (and/or copies
         of the same) on the Completion Date;

         "THE SMARTSTREAM INTELLECTUAL PROPERTY" means all the Intellectual
         Property Rights owned and/or used in connection with the Smartstream
         Business prior to the date of this Agreement;

         "SMARTSTREAM KNOW-HOW" means all industrial and commercial information
         and techniques, (wherever situate) pertaining to the Smartstream
         Business;

         "THE SMARTSTREAM LICENCES" means the benefit of all such licences,
         permits or consents (not falling within the Smartstream Contracts or
         relating to the GEAC UK Properties) as were required in connection with
         the Smartstream Business immediately before the Smartstream Business
         Transfer Date including without limitation in relation to any
         Smartstream Third Party Systems Software;

         "THE SMARTSTREAM MOVABLE EQUIPMENT" means all of the moveable equipment
         (including but not limited to furniture and fittings and motor
         vehicles) used exclusively in the Smartstream Business immediately
         before the Smartstream Business Transfer Date;

         "THE SMARTSTREAM SUPPLY CONTRACTS" means all of the contracts,
         agreements, orders, engagements and arrangements (whether written or
         oral) with suppliers for the supply of products (including software) or
         services in the ordinary course of trading in relation to the
         Smartstream Business subsisting immediately before the Smartstream
         Business Transfer Date;

         "THE SMARTSTREAM THIRD PARTY RIGHTS" means the benefit belonging to
         either member of the GEAC UK Group of:

         (a)  all claims against, or right to make claims against, third parties
              (excluding insurers) in respect of loss of or damage or injury
              caused to the Smartstream Business or any of the Smartstream
              Assets to the extent that such loss, damage or injury had not been
              made good by and at the cost of any Vendor Group Company on or
              before the Smartstream Business Transfer Date;

         (b)  all rights in connection with the Smartstream Business in respect
              of products supplied in connection with the Smartstream Business
              on terms as to


                                       5


             retention of title and to which title was retained at the
             Smartstream Business Transfer Date; and

         (c) all claims against, or the right to make any claims against, any
             third party in respect of any goods, equipment or other items in
             respect of the Smartstream Business on or before the Smartstream
             Business Transfer Date and which form part of the Smartstream
             Assets;

         "SMARTSTREAM THIRD PARTY SYSTEMS SOFTWARE" means any software used in
         connection with the Smartstream Computer Systems and/or the Smartstream
         Business, the Intellectual Property Rights in which are owned by a
         third party;

         "THE TWICKENHAM PROPERTY" means the leasehold property known as Remanco
         House (and flat above it) 12/13 Church Street, Twickenham, Middlesex
         demised by two leases both dated 26 September 1985 and both made
         between Speyhawk plc (1) Remanco Systems Limited (2) and Remanco
         Systems Incorporated (3);

1.2      GEAC GmbH SPECIFIC DEFINITIONS

         "THE AUSTRIAN INTER-COMPANY LOAN ASSIGNMENT" means the assignment to
         Newco 2 of Tranche 1 (as defined therein) and Tranche 2 (as defined
         therein) of, inter alia, the Loan (as defined therein) owing by GEAC
         GmbH to the Vendor in the agreed form;

         "GEAC GmbH" means GEAC Computer GmbH, a limited liability company,
         incorporated under the laws of Austria, having its registered office at
         AlthansaBe, 21- 25, 1090 Vienna, Austria and with further details as
         set out in Part C of schedule 2;

         "THE GEAC GmbH PROPERTIES" means the leasehold properties details of
         which are set out in Part B of schedule 3;

         "THE GEAC GmbH RESTRICTED PRODUCTS" means all products which are
         developed, produced, distributed or sold by GEAC GmbH (including in
         respect of the Management Data Business) at the Completion Date
         (including, without prejudice to the generality of the foregoing,
         "Corona", "Comfort", "Hermes", "Ares", "Doc", "Doc CM", "FTMS",
         "Robot", "Nostro", "XMI", "XM", "Sesame", "ACS", "CLS", "Doc Classic",
         "Robot +", "Doc CS", "Tradeconnect", "Tradedesign");

         "THE GEAC GmbH RESTRICTED SERVICES" means all services which are
         supplied by GEAC GmbH (including in respect of the Management Data
         Business) at the Completion Date being the installation, upgrading and
         customisation of the GEAC GmbH Restricted Products and training in
         respect of the GEAC GmbH Restricted Products;

         "GEAC GmbH SALE SHARES" means the entire issued share capital of GEAC
         GmbH, as set out against the name of the Vendor in column (d) of Part B
         of schedule 1;

         "GEAC GmbH WARRANTIES" means the Warranties as to the matters stated in
         Part D of schedule 7;

         "THE MANAGEMENT DATA ASSETS" means the GEAC GmbH Properties, the
         Management Data Fixed Equipment, the Management Data Movable Equipment
         (including the Management Data Computer Systems) and all other assets
         whatsoever used and wheresoever located for the purposes of the
         Management Data Business;


                                       6



      "THE MANAGEMENT DATA BUSINESS" means the business known as "the Management
      Data Business" carried on at the Completion Date being the business of the
      development, production, distribution and sale of products and related
      services to deliver integrated transaction management solutions to banks
      and other financial institutions;

      "THE MANAGEMENT DATA BUSINESS NAMES" means all rights, titles and interest
      of Management Data GmbH in the names "Corona", "Comfort", "Hermes",
      "Ares", "Doc", "Doc CM", "FTMS", "Robot", "Nostro", "XMI", "XM", "Sesame",
      "ACS", "CLS", "Doc Classic", "Robot +", "Doc CS", "Tradeconnect",
      "Tradedesign" and "Management Data" and each and every name, title, device
      or logo (including in each case any part, derivative or abbreviation
      thereof) used in connection with the Management Data Business;

      "THE MANAGEMENT DATA BUSINESS TRANSFER DATE" means 1 May 2000;

      "THE MANAGEMENT DATA COMPUTER SYSTEMS" means any computer hardware,
      software, networking equipment or other equipment in connection with the
      Management Data Business which is reliant upon microchip technology for
      one or more of the following purposes:

            (i)   accounting and management information;

            (ii)  payroll;

            (iii) sales and marketing information;

            (iv)  invoicing and credit control;

            (v)   production or design processes;

            (vi)  stock control;

            (vii) communications with customers, suppliers and trading partners
                  in connection with the Management Data Business or internally
                  within GEAC GmbH; or

           (viii) any other purpose which is material to the management or
                  operation of in connection with Management Data Business or
                  GEAC GmbH;

      "THE MANAGEMENT DATA CONFIDENTIAL INFORMATION" means trade secrets and
      information equivalent to them (including but not limited to formulae,
      processes, methods, knowledge and the Management Data Know-how) in
      connection with the products developed, produced, distributed and sold and
      the services supplied in connection with the Management Data Business and
      the customers and suppliers in connection with the Management Data
      Business and which are for the time being confidential in respect of the
      Management Data Business;

      "THE MANAGEMENT DATA CUSTOMER CONTRACTS" means all of the contracts,
      agreement, orders, engagements and arrangements (whether written or oral)
      in respect of the Management Data Business and the customers of the
      Management Data Business for the supply of products or services in
      relation to the Management Data Business which were subsisting immediately
      before the Management Data Business Transfer Date;


                                       7




      "THE MANAGEMENT DATA FINANCIAL INFORMATION" means the historical trading
      summary and divisional analysis of the Management Data Business contained
      in Part B of schedule 11;

      "THE MANAGEMENT DATA FIXED EQUIPMENT" means all of the equipment used
      exclusively in the Management Data Business and wheresoever located
      immediately before the Management Data Business Transfer Date;

      "MANAGEMENT DATA KNOW-HOW" means all industrial and commercial information
      and techniques (wherever situate) pertaining to the Management Data
      Business;

      "THE MANAGEMENT DATA LICENCES" means the benefit (so far as capable of
      assignment) of all such licences, permits or consents (not falling within
      the Management Data Supply Contracts or relating to the GEAC GmbH
      Properties) as were required in connection with the Management Data
      Business immediately before the Management Data Business Transfer Date
      including without limitation in relation to any Management Data Third
      Party Systems Software;

      "THE MANAGEMENT DATA MOVABLE EQUIPMENT" means all of the moveable
      equipment (including but not limited to furniture and fittings and motor
      vehicles) used in the Management Data Business immediately before the
      Management Data Business Transfer Date;

      "THE MANAGEMENT DATA SUPPLY CONTRACTS" means all of the contracts,
      agreements, orders, engagements and binding arrangements (whether written
      or oral) between Management Data GmbH and suppliers for the supply of
      products (including software) or services to Management Data GmbH in the
      ordinary course of trading in relation to the Management Data Business
      subsisting immediately before the Management Data Business Transfer Date;

1.3   MANAGEMENT DATA SUBSIDIARIES SPECIFIC DEFINITIONS

      "THE MANAGEMENT DATA SUBSIDIARIES" means together each of:

      Management Data (Deutschland) GmbH, with certain details set out in Part D
      of schedule 2

      Management Data (Schweiz) GmbH, with certain details set out in Part E of
      schedule 2

      Management Data France S.A., with certain details set out in Part F of
      schedule 2

      Management Data Iberia S.L, with certain details set out in Part G of
      schedule 2

      Management Data (UK) Limited, with certain details set out in Part H of
      schedule 2

      Management Data Benelux-Nordic N.V., with certain details set out in Part
      I of schedule 2

      Management Data Italia S.r.L., with certain details set out in Part J of
      schedule 2

      Smartstream Banking Systems (Asia Pacific) Pty Limited, with certain
      details set out in Part K of schedule 2

      Management Data America Inc., with certain details set out in Part L of
      schedule 2

                                       8




      African Management Data Pty. Limited, with certain details set out in Part
      M of schedule 2;

      "MANAGEMENT DATA SUBSIDIARY" means each and any of the Management Data
      Subsidiaries;

      "THE MANAGEMENT DATA SUBSIDIARIES ACCOUNTS" means in relation to each
      Management Data Subsidiary the most recent audited financial statements;

      "THE MANAGEMENT DATA SUBSIDIARIES PROPERTIES" means the leasehold
      properties details of which are set out in Part C of schedule 3;

      "THE MANAGEMENT DATA UK PROPERTY" means the leasehold property being the
      Third Floor, 3 St Helens Place, London, EC3 as detailed in Part C of
      schedule 3;

      "THE MANAGEMENT DATA SUBSIDIARIES RESTRICTED PRODUCTS" means all products
      which are distributed or sold by any of the Management Data Subsidiaries
      at the Completion Date (including, without prejudice to the generality of
      the foregoing, the GEAC GmbH Restricted Products);

      "THE MANAGEMENT DATA SUBSIDIARIES RESTRICTED SERVICES" means all services
      which are supplied by any of the Management Data Subsidiaries at the
      Completion Date (including, without prejudice to the generality of the
      foregoing, the installation, upgrading and customisation of the Management
      Data Subsidiaries Restricted Products and training in respect of the
      Management Data Subsidiaries Restricted Products);

      "MANAGEMENT DATA SUBSIDIARIES SALE SHARES" means the entire issued share
      capital of each of the Management Data Subsidiaries, as set out in Parts D
      to M of schedule 2;

      "MANAGEMENT DATA SUBSIDIARIES WARRANTIES" means the Warranties as to the
      matters stated in Part E of schedule 7;

1.4   GENERAL DEFINITIONS

      "GEAC UK BRISTOL PROPERTY LICENCE TO OCCUPY" means the licence to occupy
      in the agreed form between the GEAC UK Subsidiary and the GEAC Computer
      Corporation Subsidiary to be entered into on Completion;

      "BUSINESS DAY" means a day (excluding Saturdays and Sundays) on which
      clearing banks are ordinarily open for the transaction of normal banking
      business in the City of London;

      "CA 1985" means the Companies Act 1985;

      "COMPLETION" means the performance by the parties of their respective
      obligations under clause 4;

                                       9



      "THE COMPLETION DATE" means the date of this Agreement;

      "CONDITION" shall have the meaning ascribed to it in clause 2.4;

      "THE CONSIDERATION" means the consideration for the sale and purchase of
      the Sale Shares specified in clause 3;

      "THE CONSIDERATION SHARE" means the 1 ordinary share of 0.lp in the share
      capital of Newco 2 to be issued pursuant to the Austrian Inter-Company
      Loan Assignment;

      "THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT" means the Contracts (Rights
      of Third Parties) Act 1999;

      "DATE COMPLIANT" means neither the performance, accuracy nor functionality
      of any of the Smartstream Computer Systems, the Smartstream Developed
      Software, the Smartstream Third Party Systems Software, the GEAC UK
      Restricted Products nor the GEAC UK Restricted Services is or would be
      adversely affected by any date;

      "DELOITTE & TOUCHE DUE DILIGENCE REPORT" means the report of Deloitte &
      Touche initialled by or on behalf of the parties for the purposes of
      identification;

      "THE DISCLOSURE LETTER" means the letter in the agreed form of the same
      date as this Agreement from the Vendor to Newco 1 disclosing certain
      matters in relation to the Warranties and the Management Data Warranties
      Deed;

      "EMU COMPLIANT" means that during and after the introduction of any new
      currency in connection with European Economic and Monetary Union
      (including any relevant transitional period):

      (a)   the Smartstream Computer Systems, the Smartstream Developed
            Software, the GEAC UK Restricted Products and the GEAC UK Restricted
            Services will continue to be capable of performing all functions
            which they are currently capable of performing (including the input,
            processing and presentation of financial data) in relation to both
            any existing currency and any new currency introduced as accurately
            and efficiently as before such introduction and without interruption
            or material adverse change to functionality, efficiency or user
            operation and without incurring material additional costs;

      (b)   the Smartstream Computer Systems, the Smartstream Developed
            Software, the GEAC UK Restricted Products and the GEAC UK Restricted
            Services will enable compliance with all legal requirements under
            legislation enacted at the date of the Agreement (irrespective of
            the time from which such requirements come into force) applicable to
            any such new currency in any jurisdiction (including, without
            limitation, Council Regulation (EC) No. 1103/97); and

      (c)   the Smartstream Computer Systems, the Smartstream Developed
            Software, the GEAC UK Restricted Products and the GEAC UK Restricted
            Services will display and incorporate in all relevant forms, screen
            layouts and printouts all symbols adopted by any government or any
            European Union body in relation to any such currency;

      "EVENT" means any event, act, transaction, action or omission (whether or
      not any of the Targets is a party thereto) and includes (without
      limitation) the disposal of the Sale Shares pursuant to this Agreement,
      any change in the residence of any person


                                       10




      for the purposes of Tax, the death or dissolution of any person, the
      receipt or accrual of any income profits or gains, any distribution, any
      transfer payment loan or advance, and any event which is deemed to have
      occurred or is treated or regarded as having occurred for the purposes of
      Tax Legislation;

      "GEAC COMPUTER CORPORATION SUBSIDIARY" means GEAC Limited (No. 4018358)
      whose registered office is at 10 Norwich Street, London, EC4A 1BD;

      "GENERAL WARRANTIES" means the Warranties as to the matters stated in Part
      A of schedule 7;

      "GUARANTEE" means any guarantee, indemnity, suretyship, letter of comfort
      or other assurance, security or right of set-off given or undertaken by a
      person to secure or support the obligations (actual or contingent) of any
      third party and including, without limitation whether given directly or by
      way of counter-indemnity to any third party which has provided a
      Guarantee;

      "HOLDING COMPANY" shall bear the meaning given to that expression in
      section 736 CA 1985;

      "ICTA 1988" means the Income and Corporation Taxes Act 1988;

      "INCOME PROFITS OR GAINS" includes income profits or gains (including
      capital gains) of any description and from any source and income profits
      or gains which are deemed to be earned accrued or received for the
      purposes of any Tax;

      "INDEMNITIES" means the indemnities set out in clause 7;

      "INTELLECTUAL PROPERTY RIGHTS" means patents, registered designs, trade
      marks and service marks (whether registered or not), copyright, design
      rights, and all similar property rights, including those subsisting (in
      any part of the world) in inventions, designs, drawings, performances,
      computer programs, semiconductor topographies, plant varieties,
      confidential information, business or brand names, domain names, goodwill
      or the style of presentation of goods or services and in applications for
      protection thereof;

      "GEAC INTER-COMPANY LOAN" means the loan owing by the GEAC Subsidiary to
      the GEAC Computer Corporation Subsidiary in the sum of (pound)52,000,000
      on the terms referred to in the GEAC UK Reorganisation Documents and
      arising as described in the GEAC UK Reorganisation Step Plan and
      outstanding at the Completion Date;

      "KEY DATE" shall mean 1 September 2000;

      "MANAGEMENT DATA ACQUISITION AGREEMENT" means the agreement dated 1 May
      2000 between Management Data GmbH (1), Creditanstalt AG (2), The Vendor
      (3), GEAC Canada (4) and GEAC UK (5);

      "MANAGEMENT DATA WARRANTIES DEED" means the Representation and Warranty
      Agreement between the Vendor (1) and Newco 1 (2) in the agreed form to be
      entered into on Completion;

      "THE MANAGEMENT SERVICES INVOICE" means the invoice in the agreed form in
      the amount of (pound)1,750,000 payable by the Vendor to Newco 1;


                                       11




      "NEW RELIEF" means any Relief which arises:

      (a)   as a result of any Event occurring after the Completion Date; or

      (b)   in respect of any period commencing on or after the Completion Date;

      "OFFICIAL REQUIREMENT" means any law, statute, ordinance, pact, decree,
      treaty, code, rule, regulation, directive, order, notice or official
      published plan or policy with legal or actual force in any geographical
      area and/or in any class of persons;

      "PRINCIPAL DOCUMENTS" means the Management Data Warranties Deed, the
      "Smartstream" Licence, the Austrian Inter-Company Loan Assignment and the
      Software Assignment;

      "THE PROHIBITED AREA" means:

      (a)   England and Wales, Scotland, Northern Ireland, the Republic of
            Ireland and Channel Islands; and

      (b)   countries of the European Union (excluding the above); and

      (c)   the World (excluding the above);

      "THE PROHIBITED PERIOD" means the period of 18 months commencing on the
      Completion Date;

      "PROPERTY DOCUMENTS SCHEDULE" means the list in the agreed form of
      property related documents to be produced or made available by the Vendor
      at Completion;

      "THE PURCHASERS" means Newco 1 and Newco 2;

      "PURCHASER" means each and any of the Purchasers;

      "THE PURCHASERS' SOLICITORS" means Wragge & Co of 55 Colmore Row,
      Birmingham, B3 2AS;

      "THE REGULATIONS" means the Transfer of Undertakings (Protection of
      Employment) Regulations 1981 (as amended);

      "RELATED COMPANY" in relation to any company means any subsidiary or
      holding company of that company or any subsidiary of any such holding
      company;

      "RELEVANT AUTHORITY" means any person or authority (including any nation,
      national or local governmental or international organisation and any
      subdivision or agency or executive arm of any of them) with legal or de
      facto power to impose and/or enforce compliance with any Official
      Requirements;

      "RELEVANT BREACH" means any event, matter or circumstance which is a
      breach of any of the Warranties;

      "RELEVANT PERSON" means the Vendor and any person (except the Purchasers
      or the Targets):


                                       12




      (a)   who before Completion was a member of the same group of companies as
            a Target for any Tax purpose ("GROUP PERSON"); or

      (b)   with whom, before Completion a Target or, at any time, the Vendor or
            a Group Person is connected ("CONNECTED PERSON"); or

      (c)   to whom, before Completion, a Target or, at any time, the Vendor, a
            Group Person or a Connected Person transfers shares in a company
            ("SHARE PURCHASER"); or

      (d)   who at the time is connected to a Share Purchaser;

      "RELIEF" means any loss, relief, allowance, exemption, set-off, deduction,
      credit, right to payment or other relief available in relation to Tax or
      to the computation of income profits or gains for the purposes of Tax;

      "THE SALE SHARES" means the GEAC UK Sale Shares, the GEAC GmbH Sale Shares
      and the Management Data Subsidiaries Sale Shares;

      "SECURITY INTEREST" means a mortgage, lien, pledge, charge, hypothecation
      or other security interest (or an agreement or commitment to create any of
      them), but excluding:

      (a)   any lien arising in the ordinary course of business to secure
            amounts which are not material;

      (b)   any unpaid vendor's or supplier's lien arising in the ordinary
            course of any of the Targets trading business to secure amounts due
            in respect of products or services sold or supplied; and

      (c)   liens arising by operation of law, including a banker's lien;

      "SMARTSTREAM LICENCE" means the licence from GEAC Computer Systems Inc to
      Newco 1 in the agreed form in relation to certain "Smartstream" names and
      the domain name "Smartstream.com" to be entered into on Completion;

      "SOFTWARE ASSIGNMENT" means the agreement between GEAC Canada and Newco 1
      in the agreed form for the assignment from GEAC Canada to Newco 1 of
      rights in the Software and Materials (as each such term is defined in the
      Software Assignment) to be entered into on Completion;

      "SUBSIDIARY" means a subsidiary (as defined by sections 736 and 736A CA
      1985) or a subsidiary undertaking (as defined by section 258 CA 1985);

      "TRANSITIONAL SUPPORT AGREEMENT TERM SHEET" means the non-binding document
      in the agreed form relating to facilities and services that the Vendor
      shall provide (or shall procure the provision of) to the Purchasers and
      the Targets for a period following the Completion Date;

      "THE TARGETS" means together both members of the GEAC UK Group, GEAC GmbH
      and the Management Data Subsidiaries;

      "TARGET" means each and any of the Targets;


                                       13




      "TAX" means:

      (a)   all forms of taxes duties imposts and levies in the nature of taxes
            whenever created or imposed and whether of the United Kingdom or
            elsewhere including (without limitation) corporation tax advance
            corporation tax income tax (including income tax or amounts
            equivalent to income tax required to be deducted or withheld from or
            accounted for in respect of any payment) capital gains tax any
            payment under section 601(2) ICTA 1988 inheritance tax value added
            tax landfill tax stamp duty stamp duty reserve tax general or
            business rates customs & excise duties national insurance social
            security or similar contributions and any other taxes levies charges
            imposts or withholdings similar to or corresponding with or replaced
            by any of the foregoing; and

      (b)   all penalties fines charges surcharges and interest in relation to
            tax within paragraph (a) or to any return or information required to
            be provided for the purposes of any such tax;

      "TAX AUTHORITY" means the Inland Revenue, HM Customs & Excise, the
      Department of Social Security and any other governmental, statutory,
      state, provincial or local government authority, body or official (whether
      within or outside the United Kingdom) involved in the assessment,
      collection or administration of Tax;

      "TAX CLAIM" means any notice demand assessment letter or other document
      issued or action taken by or on behalf of any Tax Authority (whether
      before, on or after the date of this Agreement) from which it appears that
      a Tax Liability is to be or may come to be imposed on the Target or that
      the Target is liable or is sought to be made liable to make any payment or
      increased or further payment to such Tax Authority or is denied or is
      sought to be denied any Relief (in whole or in part);

      "THE TAX COVENANTS" means the covenants by the Vendor contained in clause
      9 and schedule 4;

      "TAX LEGISLATION" means any statute, enactment, law or regulation
      providing for the imposition of Tax;

      "TAX LIABILITY" means a liability to make an actual payment of, or of an
      amount in respect of, Tax whether or not such liability is also or
      alternatively a liability of or chargeable against or attributable to any
      other person and whether or not the Target shall or may have a right of
      recovery or reimbursement against any other person;

      "THE TAX WARRANTIES" means the Warranties as to matters stated in Part F
      of schedule 7;

      "TCGA 1992" means the Taxation of Chargeable Gains Act 1992;

      "THE TRANSFERRING EMPLOYEES" means the persons on the list in the agreed
      form engaged in the Smartstream Business but who were not employed by GEAC
      UK on the Smartstream Business Transfer Date;

      "VATA 1994" means the Value Added Tax Act 1994;

                                       14



      "VENDOR'S ACCOUNT" means the account of GEAC 2 numbered 0747675 at Lloyds
      TSB Bank of City Office, PO Box 17328, 11-15 Monument Street, London, EC3V
      9JA, Sort Code 30-00-02 or such other account as the Vendor shall specify;

      "VENDOR GROUP" means together the Vendor and GEAC Canada, and in relation
      to each such company, such body corporate and every other company which is
      for the time being a subsidiary or holding company of that company or a
      subsidiary of any such holding company;

      "VENDOR GROUP COMPANY" means each and any body corporate in the Vendor
      Group;

      "THE VENDOR'S SOLICITORS" means Macfarlanes of 10 Norwich Street, London,
      EC4A 1BD;

      "WARRANTIES" means the warranties contained in clause 6.1 and schedule 7;

      "WARRANTY" means each and any of the Warranties;

      "WORKING CAPITAL" means the consolidated working capital of the GEAC UK
      Subsidiary (which for this purpose shall include the consolidated working
      capital of all the Smartstream Businesses), GEAC GmbH and the Management
      Data Subsidiaries as at the Completion Date calculated in accordance with
      clause 3;

      "THE WORKING CAPITAL STATEMENT" means the statement of the Working Capital
      to be prepared and determined in accordance with clause 3;

      "WRAGGE & CO DUE DILIGENCE REPORT" means the report of Wragge & Co dated
      on 11 July 2000 addressed to, inter alia, Newco l;

1.5   a document expressed to be "IN THE AGREED FORM" means a document in a form
      which has been agreed by the parties contemporaneously with or before the
      execution of this Agreement and which has, for the purposes of
      identification, been initialled by them or on their behalf;

1.6   references to a clause or schedule are to a clause of, or a schedule to,
      this Agreement, references to this Agreement include its schedules and
      references in a schedule or part of a schedule to a paragraph are to a
      paragraph of that schedule or that part of that schedule;

1.7   references to this Agreement or any other document or to any specified
      provision of this Agreement or any other document are to this Agreement,
      that document or that provision as in force for the time being and as
      amended from time to time in accordance with the terms of this Agreement
      or that document or, as the case may be, with the agreement of the
      relevant parties;

1.8   words importing the singular include the plural and vice versa, words
      importing a gender include every gender and references to persons include
      corporations, partnerships and other unincorporated associations or bodies
      of persons;

1.9   the contents table and the descriptive headings to clauses, schedules and
      paragraphs (and summaries in parentheses of the scope of any statutory
      provisions in the Tax Warranties) are inserted for convenience only, have
      no legal effect and shall be ignored in the interpretation of this
      Agreement;


                                       15




1.10  all agreements, obligations and liabilities (whether under warranties,
      representations, indemnities or otherwise) on the part of both the Vendor
      and GEAC Canada are joint and several and shall be construed accordingly;

1.11  the words and phrases "other", "including" and "in particular" shall not
      limit the generality of any preceding words or be construed as being
      limited to the same class as the preceding words where a wider
      construction is possible;

1.12  a person is connected with another person if he is so connected within the
      meaning of section 839 ICTA 1988;

1.13  Reference to an Event occurring on or before any date shall be deemed to
      include:

      (a)   any combination of two or more Events only the first or some of
            which shall have occurred before that date; and

      (b)   any Event which is treated or deemed to occur on or before that date
            for the purposes of any Tax;

1.14

      (a)   "ENACTMENT" means any statute or statutory provision (whether of the
            United Kingdom or elsewhere), subordinate legislation (as defined by
            section 21(1) Interpretation Act 1978) and any other subordinate
            legislation made under any such statute or statutory provision;

      (b)   a reference to any enactment shall be construed as including a
            reference to:

            (i)   any enactment which that enactment has directly or indirectly
                  replaced (whether with or without modification), and

            (ii)  that enactment as re-enacted, replaced or modified from time
                  to time, whether before, on or after the date hereof;

            provided that this clause 1.14 shall not increase the liability of
            any party above that which exists immediately following this
            Agreement coming into effect.

1.15  Reference in this Agreement or any of the Principal Documents to any
      matter or circumstance shall be deemed to include such equivalent or
      similar matter, law regulation or circumstance as shall be applicable in
      any overseas jurisdiction whatsoever and with such necessary changes
      (mutatis mutandis) as may be required to give reasonable meaning and
      effect thereto in relation to each of GEAC GmbH, each of the Management
      Data Subsidiaries and each Vendor Group Company.

2     SALE OF THE SALE SHARES

2.1   The Vendor shall sell to Newco 1 and Newco 1 shall purchase from the
      Vendor the GEAC UK Sale Shares.

2.2   The Vendor shall sell to Newco 2 and Newco 2 shall purchase from the
      Vendor:

      (a)   the GEAC GmbH Sale Shares; and

      (b)   the Management Data Subsidiaries Sale Shares.

                                       16




2.3

      (a)   The Vendor shall sell and transfer the Sale Shares free from all
            claims, liens, charges, encumbrances and equities and other rights
            exercisable by third parties and with full title guarantee;

      (b)   the express assurance in clause 2.3(a) as to freedom from
            encumbrances and the covenants implied in that clause by sections 2
            and 3 of the Law of Property (Miscellaneous Provisions) Act 1994
            ("THE ACT") shall apply to anything falling within the scope of such
            assurances and covenants notwithstanding that the Vendor does not
            know or could not reasonably be expected to know about it and the
            operation of the covenants implied by sections 2 and 3 of the Act
            shall be deemed to be extended so as not to exclude the liability of
            the Vendor thereunder in either of such circumstances; and

      (c)   the transfers of the GEAC UK Sale Shares and the Sale Shares
            relating to Management Data (UK) Limited to the appropriate
            Purchaser shall be deemed to include expressly and be made subject
            to all the foregoing provisions of this clause 2.3.

2.4   Notwithstanding the provisions of clause 2.2 above and clause 4 below, the
      obligations of Newco 2 to purchase those Sale Shares which are shares
      comprised in the capital of Management Data (Deutschland) GmbH ("THE
      MANAGEMENT DATA (DEUTSCHLAND) SALE SHARES") and the parties to complete
      the sale and purchase of the Management Data (Deutschland) Sale Shares
      pursuant to clause 4 shall be conditional upon the receipt by the
      Purchasers' Solicitors of the written clearance of the Bundeskartellamt to
      the transfer of the Management Data (Deutschland) Sale Shares under the
      terms of this Agreement, pursuant to the notification which was submitted
      to the Bundeskaretellamt on 4 July 2000 ("CONDITION").

2.5   The Vendor and Newco 2 shall use their reasonable endeavours to procure
      the fulfilment of the Condition as soon as reasonably possible and the
      performance of the transfer referred to in clause 2.4 as soon as possible
      after fulfilment of the Condition.

2.6   The Vendor shall use its reasonable endeavours to take any such action as
      is necessary to assist Newco 2 in obtaining clearance from the
      Bundeskartellamt in respect of the notification referred to above in
      clause 2.4.

2.7   If the Condition (to the extent that it has not been waived by agreement
      between the Vendor and Newco 2) is not fulfilled on or before the Key Date
      (or such later date as is agreed between the Vendor and Newco 2), all the
      obligations of the parties under this Agreement shall terminate in respect
      of the transfer of the Management Data (Deutschland) Sale Shares and no
      party shall have any claim against the other under such obligations except
      in respect of any prior breach of clause 2.5 or 2.6. If on or before the
      Key Date (or such later date as is agreed between the Vendor and Newco 2)
      the Bundeskartellamt refers or decides to refer for further investigation
      any of the matters referred to in clause 2.4 above, then this Condition
      shall be deemed not to be satisfied.

2.8   Title to, beneficial ownership of, and any risk attaching to, the Sale
      Shares shall pass on Completion and the Sale Shares shall be sold and
      purchased together with all rights and benefits attached or accruing to
      them at Completion (including the right to receive all dividends,
      distributions or any return of capital declared, paid or made by the
      Company on or after Completion).


                                       17





3     CONSIDERATION

3.1   The Consideration shall be satisfied:

      (a)   in respect of the GEAC UK Sale Shares by the payment on Completion
            by Newco 1 to the Vendor in cash of the sum of (pound)2,000,000;

      (b)   in respect of the GEAC GmbH Sale Shares by the payment on Completion
            by Newco 2 to the Vendor of (pound)10,962;

      (c)   in respect of the Management Data Subsidiaries Sale Shares by the
            payment on Completion by Newco 2 to the Vendor of (pound)675,303 but
            subject to clause 5.5(ii);

3.2   If the Working Capital is:

      (a)   a positive sum which is greater than (pound)2,100,000, Newco 1 shall
            pay to GEAC Canada in accordance with clause 3.3 a sum equal to the
            difference;

      (b)   a positive sum which is less than (pound)2,100,000, GEAC Canada
            shall pay to Newco 1 in accordance with clause 3.3 a sum equal to
            the difference;

      (c)   a negative sum, GEAC Canada shall pay to Newco 1 in accordance with
            clause 3.3 a sum equal to the aggregate of (pound)2,100,000 and the
            amount by which the Working Capital is less than zero;

      (d)   equal to (pound)2,100,000, no payment is due from Newco 1 to GEAC
            Canada or from GEAC Canada to Newco 1 nor shall be made pursuant to
            this clause 3.2.

3.3   Every sum payable under clause 3.2 shall be paid:

      (a)   (subject to clause 3.8) within five business days after the date of
            agreement or final determination of the Working Capital;

      (b)   together with interest thereon at the rate of 2% above the base rate
            of Lloyds TSB Bank plc from time to time which shall accrue from day
            to day and shall be calculated on the basis of a year of 365 days
            from the Completion Date up to and including the date of payment of
            any amount payable;

      (c)   by electronic funds transfer:

            (i)   (where such sum is expressed to be payable to GEAC Canada) to
                  the Vendor's Account and the receipt of it in such account
                  shall constitute a good discharge to Newco 1 in respect of it;
                  or

            (ii)  (where such sum is expressed to be payable to Newco 1) to the
                  account of Newco 1 notified by Newco 1 to GEAC Canada prior to
                  the date of payment;

      (d)   and any such payment which is payable shall be deemed to be an
            increase or a reduction first against the consideration paid
            pursuant to the terms of the Software Assignment.

3.4   The parties shall procure that as soon as practicable following the
      Completion Date, and in any event not later than 50 days after Completion,
      a draft of the Working

                                       18




      Capital Statement ("THE DRAFT WORKING CAPITAL STATEMENT") shall be
      prepared by Newco 1 in accordance with clause 3.5 and delivered to GEAC
      Canada.

3.5   The draft Working Capital Statement shall be prepared in a format which
      complies with the Working Capital Statement and in accordance with the
      provisions set out in schedule 9.

3.6   As soon as practicable after delivery of the draft Working Capital
      Statement in accordance with clause 3.4, and in any event within 10 days
      after such delivery ("THE REVIEW PERIOD"), GEAC Canada shall review the
      draft Working Capital Statement and endeavour to agree with Newco 1 what
      adjustments (if any) need to be made to it in order for it to comply with
      clause 3.5 and schedule 9.

3.7   If:

      (a)   Newco 1 and GEAC Canada agree that no adjustments need to be made to
            the draft Working Capital Statement; or

      (b)   Newco 1 and GEAC Canada agree on the adjustments to be made to the
            draft Working Capital Statement in order for it to comply as
            aforesaid,

      they shall:

            (i)   (in the circumstances mentioned in (b) above) jointly
                  incorporate into, and reflect any such adjustments in, the
                  draft Working Capital Statement; and

            (ii)  specify in writing the amount of the Working Capital as
                  defined in this Agreement on the basis of the draft Working
                  Capital Statement

            and the draft Working Capital Statement and the specified amount of
            the Working Capital shall be the Working Capital Statement and the
            Working Capital respectively for all purposes of this Agreement,
            shall in the absence of manifest error be final and binding on the
            parties (but subject to paragraph 13 of schedule 8 shall be without
            prejudice to Newco l's rights to claim under this Agreement) and the
            date of such Working Capital Statement shall for all purposes of
            this Agreement be the date of determination of the Working Capital.

3.8

      (a)   If Newco 1 and GEAC Canada are unable to agree within the Review
            Period on:

            (i)   whether specific adjustments need to be made to the draft
                  Working Capital Statement;

            (ii)  the specific adjustments to be made thereto; or

            (iii) the amount of the Working Capital

            Newco 1 and GEAC Canada shall thereupon forthwith endeavour in good
            faith to resolve and agree such matter or matters by negotiation.

      (b)   In the event that Newco 1 and GEAC Canada acting reasonably and in
            good faith shall disagree on specific items comprised in the draft
            Working Capital


                                       19




            Statement such specific items will be excluded from the draft
            Working Capital Statement and dealt with under clause 3.9.
            Notwithstanding that the draft Working Capital Statement as a whole
            has not been agreed pursuant to clause 3.7 or determined pursuant to
            clause 3.9, Newco 1 and GEAC Canada shall make payment one to the
            other in respect of those matters which are not specific items
            subject to disagreement, pursuant to clause 3.2.

3.9   If Newco 1 and GEAC Canada have not resolved any specific items in dispute
      as is referred to in clause 3.8 within 10 days after the expiry of the
      Review Period, then such specifc items (but no others) shall thereupon be
      referred to such firm of independent chartered accountants as GEAC Canada
      and Newco 1 may agree within 14 days of a request by either of them to the
      other or, failing such agreement within such time, as the President for
      the time being of the Institute of Chartered Accountants in England and
      Wales may nominate on the application of GEAC Canada or the Purchasers
      ("THE INDEPENDENT ACCOUNTANTS") for determination on the following basis:

      (a)   the Independent Accountants shall be instructed to notify GEAC
            Canada and Newco 1 of their determination of any such matter within
            30 days of such referral;

      (b)   GEAC Canada and Newco 1 shall be entitled to make a joint
            recommendation as to the procedure or methods to be adopted and each
            to make written submissions to the Independent Accountants, but
            subject thereto the Independent Accountants shall have power to
            determine the procedure to be followed in relation to their
            determination;

      (c)   in making such submissions GEAC Canada and Newco 1 shall state their
            respective best estimates of monetary amounts of such specific items
            referred for determination;

      (d)   in making their determination the Independent Accountants shall act
            as experts and not as arbitrators, their decision as to such
            specific items referred to them for determination shall in the
            absence of manifest error be final and binding in all respects on
            the parties; and

      (e)   with regard to the fees and expenses of the Independent Accountants
            each party shall pay a proportion of such fees and expenses which is
            the same as that proportion of all amounts in dispute which are
            determined in favour of the other party.

3.10  Following any agreement between GEAC Canada and Newco 1 in accordance with
      clause 3.8 or any determination by the Independent Accountants in
      accordance with clause 3.9, GEAC Canada and Newco 1 shall jointly:

      (a)   incorporate into and reflect in the draft Working Capital Statement
            the matters agreed between Newco 1 and GEAC Canada and/or determined
            by the Independent Accountants; and

      (b)   specify in writing the amount of the Working Capital on the basis of
            the draft Working Capital Statement

      and the draft Working Capital Statement and the specified amount of
      Working Capital shall be the Working Capital Statement and the Working
      Capital respectively for all purposes of this Agreement and shall in the
      absence of manifest error be final and binding on the parties (but subject
      to paragraph 13 of schedule 8 shall be without


                                       20



      prejudice to Newco 1's right to claim under this Agreement) and the date
      of such Working Capital Statement shall for all purposes of this Agreement
      be the date of determination of the Working Capital.

3.11  Until the Working Capital shall have been agreed or determined GEAC Canada
      and Newco 1 shall respectively:

      (a)   give or procure that their respective advisers and the Independent
            Accountants are given access at all reasonable times to all relevant
            books and records which are in the possession or under the control
            of each Vendor Group Company, the Targets or the Purchasers (as the
            case may be); and

      (b)   generally provide the other and their respective advisors and the
            Independent Accountants with such other information and assistance
            as they may reasonably require (including access to and assistance
            at reasonable times from personnel employed by each Vendor Group
            Company, the Targets or the Purchasers, as the case may be), in
            relation to the review, agreement or determination of the Working
            Capital Statement and the determination of the Working Capital.

3.12  The amounts included within the Working Capital Statement as the amounts
      due from the Vendor Group (or any Vendor Group Company) to the Targets (or
      any of them) and outstanding at the Completion Date and the amounts due to
      the Vendor Group (or any Vendor Group Company) from the Targets (or any of
      them) shall be paid, in accordance with clause 3.3(c), within 5 business
      days after the date of final determination of the Working Capital pursuant
      to clause 3 and after all payments have been made pursuant to clause 3.2.

4     COMPLETION

4.1   Completion shall take place at the offices of the Purchasers' Solicitors
      (or at such other place as the parties may agree) on the Completion Date
      when all (but not part only unless the parties shall so agree) of the
      following business shall be transacted:

      (a)   In respect of the GEAC UK Acquisition, the Vendor shall deliver to
            Newco 1 or make available for collection by Newco 1 or its
            authorised representatives:

            (i)   a transfer in respect of the GEAC UK Sale Shares duly executed
                  and completed in favour of Newco 1 together with the
                  certificate(s) therefor and the duly executed powers of
                  attorney or other authorities under which the transfer has
                  been executed and certified copies of the minutes recording
                  the Resolution of the Boards of Directors of the Vendor
                  authorising the sale of the GEAC UK Sale Shares held by the
                  Vendor and the execution of the transfer in respect of them,
                  this Agreement and the Principal Documents relevant to the
                  GEAC UK Acquisition;

            (ii)  (as agents for each GEAC UK Group Company) all their statutory
                  and minute books (written up to date save in relation to the
                  matters to be dealt with at Completion) and their Common
                  Seals, Certificates of Incorporation, any Certificate or
                  Certificates of Incorporation on Change of Name, and copies of
                  their respective memorandum and articles of association (if
                  not attached to the Disclosure Letter);

            (iii) Deeds of Release or other evidence in a form satisfactory to
                  Newco 1 that all Guarantees and Security Interests given by
                  any GEAC UK

                                       21



                  Group Company (including, but without limitation in respect of
                  liabilities of the Vendor or any Vendor Group Company or any
                  of its related companies or any director of any such company)
                  have been released;

            (iv)  the deeds and documents of title to the GEAC UK Properties as
                  set out in the Property Documents Schedule;

            (v)   the originals (or counterparts) of the GEAC UK Reorganisation
                  Documents;

            (vi)  a duly executed deed of adherence and a deed of substitution
                  in respect of the GEAC UK Scheme, each in a form satisfactory
                  to Newco 1.

      (b)   In respect of the GEAC UK Acquisition, the Vendor shall:

            (i)   cause the transfer mentioned in clause 4.1(a)(i) to be
                  resolved to be registered (subject only to its being duly
                  stamped);

            (ii)  cause the persons named in Part A of schedule 5 to be validly
                  appointed as additional Directors and the person(s) named in
                  Part B of schedule 5 to be validly appointed as Secretary of
                  each GEAC UK Group Company and Management Data (UK) Limited;
                  and

            (iii) on such appointments being made, cause the persons named in
                  Part C of schedule 6 to cease to be Directors and the
                  person(s) named in Part D of schedule 5 to cease to be
                  Secretary of each GEAC UK Group Company and Management Data
                  (UK) Limited;

            (iv)  procure that the GEAC UK Group Companies shall repay all their
                  bank indebtedness (including all hire purchase and finance
                  lease type arrangements) outstanding at Completion (and
                  provide evidence of the same in a form satisfactory to Newco
                  1);

      (c)   In respect of the GEAC GmbH Acquisition, the Vendor shall procure
            that the arrangements stated in Part A of schedule 13 shall be
            implemented;

      (d)   In respect of the GEAC GmbH Acquisition, the Vendor shall:

            (i)   procure that GEAC GmbH shall repay all its bank indebtedness
                  (including all hire purchase and finance lease type
                  arrangements) outstanding at Completion (and provide evidence
                  of the same) in a form satisfactory to Newco 2);

            (ii)  procure the execution of and delivery of the Austrian
                  Inter-Company Loan Assignment to Newco 2.

      (e)   In respect of the Management Data Subsidiaries Acquisition, the
            Vendor shall procure that the arrangements stated in Parts B to J of
            schedule 13 shall be implemented;

      (f)   In respect of the Management Data Subsidiaries Acquisition, the
            Vendor shall procure that the Management Data Subsidiaries shall
            repay all their bank indebtedness (including all hire purchase and
            finance lease type


                                       22




            arrangements) outstanding at Completion (and provide evidence of the
            same in a form satisfactory to Newco 2);

      (g)   In respect of the GEAC UK Acquisition, the GEAC GmbH Acquisition and
            the Management Data Subsidiaries Acquisition, the Vendor shall
            settle the Management Services Invoice (which the Vendor hereby
            acknowledges is due and payable);

      (h)   In respect of the Software, GEAC Canada shall execute and deliver
            the Software Assignment;

            (i)   In respect of the GEAC UK Sale Shares, Newco 1 shall:

            (i)   pay the sum referred to in clause 3.1 (a) by electronic funds
                  transfer for value on the Completion Date to the Vendor's
                  Account and payment of such sum into such account shall
                  constitute a good discharge to Newco 1 in respect of it;

            (ii)  procure the repayment by the GEAC UK Subsidiary of the GEAC
                  Inter-Company Loan by the payment of (pound)52,000,000 in
                  respect thereof by electronic funds transfer for value on the
                  Completion Date to the Vendor's Account and the payment of
                  such sum into such account shall constitute a good discharge
                  of the GEAC Inter-Company Loan;

      (j)   In respect of the GEAC GmbH Sale Shares, Newco 2 shall pay the sum
            referred to in clause 3.1 (b) by electronic funds transfer for value
            on the Completion Date to the Vendor's Account and payment of such
            sum into such account shall constitute a good discharge to Newco 2
            in respect of it;

      (k)   In respect of the Management Data Subsidiaries Sale Shares, Newco 2
            shall pay the sum referred to in clause 3.1 (c) by electronic funds
            transfer for value on the Completion Date to the Vendor's Account
            and payment of such sum into such account shall constitute a good
            discharge to Newco 2 in respect of it;

      (l)

            (i)   In respect of Tranche 1 of the Loan, Newco 2 shall pay the sum
                  of (pound)1,013,735 required to be paid pursuant to the
                  Austrian Inter-Company Loan Assignment by electronic funds
                  transfer for value to the Vendor's Account and payment of such
                  sum into such account shall constitute a good discharge to
                  Newco 2 in respect of it;

            (ii)  In respect of Tranche 2 of the Loan, Newco 2 shall issue the
                  Consideration Share to the Vendor pursuant to the Austrian
                  Inter-Company Loan Assignment;

      (m)   The Vendor and Newco 1 shall execute and deliver to each other:

            (i)   the Management Data Warranties Deed;

            (ii)  the "Smartstream" Licence;

                                       23




      (n)   The parties shall join in procuring that the current accounting
            reference period of each GEAC UK Group Company and Management Data
            (UK) Limited shall be altered so as to end on the Completion Date.

4.2   Subject to the provisions of clauses 2.4 to 2.7, the performance by Newco
      1 and Newco 2 of their respective obligations under clause 4.1 shall be a
      condition precedent to the performance by the Vendor and GEAC Canada of
      their respective obligations under clause 4.1 to the intent that, if Newco
      1 or Newco 2 shall fail or shall be unable to perform any of their
      respective obligations under clause 4.1, the Vendor and GEAC Canada shall
      at their option (and without prejudice to any other remedies or rights
      which they have against Newco 1 and Newco 2 in respect of such
      non-performance) cease to be liable to perform their respective
      obligations under clause 4.1.

4.3   The performance by the Vendor and GEAC Canada of their respective
      obligations under clause 4.1 shall be a condition precedent to the
      performance by Newco 1 and Newco 2 of their respective obligations under
      clause 4.1 to the intent that, if the Vendor and GEAC Canada shall fail or
      shall be unable to perform any of their respective obligations under
      clause 4.1, Newco 1 and Newco 2 shall at their option (and without
      prejudice to any other remedies or rights which they may have against the
      Vendor and GEAC Canada in respect of such non-performance) cease to be
      liable to perform their respective obligations under clause 4.1.

5     POST-COMPLETION MATTERS

5.1   The Vendor hereby declares that for so long as it remains the registered
      holder of any of the GEAC UK Sale Shares after Completion it will:

      (a)   hold the GEAC UK Sale Shares and the dividends and other
            distributions of profits or surplus or other assets declared, paid
            or made in respect of them after Completion and all rights arising
            out of or in connection with them in trust for Newco 1 and its
            successors in title; and

      (b)   deal with and dispose of the GEAC UK Sale Shares and all such
            dividends, distributions and rights as are described in clause
            5.1(a) as Newco 1 or any such successor may direct.

5.2

      (a)   The Vendor hereby appoints Newco 1 as its lawful attorney for the
            purpose of receiving notices of and attending and voting at all
            meetings of the members of GEAC UK from Completion Date to the day
            on which Newco 1 or its nominee or nominees is/are entered in the
            register of members of GEAC UK as the holder of the GEAC UK Sale
            Shares.

      (b)   For such purpose the Vendor hereby authorises:

            (i)   GEAC UK to send any notices in respect of its holding of GEAC
                  UK Sale Shares to Newco 1; and

            (ii)  Newco 1 to complete in such manner as it thinks fit and to
                  return proxy cards, consents to short notice and any other
                  document required to be signed by him in his capacity as a
                  member.

5.3   Clauses 5.1 and 5.2 shall be deemed to be repeated herein with the
      substitution of "Newco 2" for "Newco 1" and "the GEAC GmbH Sale Shares and
      the Management

                                       24




      Data Subsidiaries Sale Shares" for "GEAC UK Sale Shares" and "GEAC GmbH
      and each of the Management Data Subsidiaries" for "GEAC UK".

5.4   The parties shall procure that as from Completion the arrangements stated
      in schedule 6 with regard to the GEAC UK Scheme shall be implemented.

5.5   The Vendor and the Purchasers shall negotiate in good faith and at their
      own respective costs with a view to executing (or procuring the execution
      thereof as appropriate) agreements to effect the following within a
      reasonable period from the Completion Date and in any event no later than
      20 days from the Completion Date:

            (i)   the matters referred to in the Transitional Support Agreement
                  Term Sheet ("THE TRANSITIONAL SUPPORT AGREEMENT"); and

            (ii)  the transfer of all assets liabilities and employees of the
                  Smartstream Overseas Businesses referred to below to the
                  Management Data Subsidiaries referred to below ("THE
                  SMARTSTREAM OVERSEAS BUSINESSES AGREEMENTS")

                  Smartstream
                  Overseas Business          Transferee

                  US                    to   Management Data America Inc
                  Singapore             to   Smartstream Banking Systems
                                             (Asia  Pacific) Pty Limited
                  Australia             to   Smartstream Banking Systems
                                             (Asia  Pacific) Pty Limited
                  Canada                to   Management Data America Inc

                  and all assets and liabilities comprised in such transfers
                  shall have a consideration attributed to them equal to their
                  respective book values shown in the latest management accounts
                  or other available satisfactory financial information as at
                  the Completion Date of the relevant Vendor Group Company. The
                  consideration attributable to the Smartstream Overseas
                  Business Agreements shall be deemed to have been deducted from
                  the consideration referred to in clause 3.1(c) attributable to
                  the Management Data Subsidiaries Sale Shares to the intent
                  that such amount shall have been an interest free loan
                  advanced by Newco 2 to the Vendor which loan is satisfied and
                  discharged by the transfer by the Vendor to the respective
                  Management Data Subsidiaries of the respective Smartstream
                  Overseas Businesses.

5.6   The Vendor shall (and shall procure that any Vendor Group Company shall)
      and the Purchasers shall (and shall procure that any relevant Target
      shall) execute, or so far as each is able, procure that any necessary
      third party shall execute all such documents and/or do or as far as each
      is able, procure the doing of such acts and things as shall be reasonably
      required in order to give effect to the Transitional Support Agreement,
      the Smartstream Overseas Business Agreements and any document entered into
      pursuant to them (or any of them).

5.7   The Vendor and GEAC Canada shall (and shall procure that each Vendor Group
      Company shall) execute or procure that any necessary third party shall
      execute all such documents and/or do or procure the doing of such acts or
      things as the Purchasers shall after Completion reasonably require in
      order to:

                                       25




      (a)   give effect to this Agreement and the Principal Documents and any
            documents entered into pursuant to them (or any of them) and to give
            to each of the Purchasers (for itself and as trustee for each of the
            Targets) the full benefit of all the provisions of this Agreement
            and the Principal Documents;

      (b)   obtain the resignations of Ellen Neeman and William Nelson and such
            other officers, of GEAC GmbH and the Management Data Subsidiaries
            who are employed by any Vendor Group Company as the Purchaser shall
            require.

5.8   The Vendor and GEAC Canada hereby jointly and severally covenant that,
      subject to being indemnified as to their costs expenses and any
      liabilities of so doing, they will provide GEAC GmbH with all such
      co-operation and assistance as Newco 1 shall reasonably require (which
      shall not extend to any action materially prejudicial to the Vendor or
      GEAC Canada) in connection with the prosecution by it of any claim
      (whether for breach of representation or warranty or otherwise) under the
      Management Data Acquisition Agreement and further hereby agree that they
      will not pursue any claim in competition therewith and that any recovery
      of damages pursuant to any such claim by GEAC GmbH shall all be for the
      account of GEAC GmbH PROVIDED THAT this clause shall not apply to any
      claim under such agreement which the Vendor or GEAC Canada makes as a
      direct result of a claim for breach of warranty against either of them by
      Newco 1 pursuant to the Management Data Warranties Deed.

5.9   Within five business days of the Completion Date, Newco 1 shall offer (or
      procure that GEAC UK Subsidiary shall offer) employment to each of the
      Transferring Employees (whose contract of employment has not been
      transferred to the GEAC UK Subsidiary or to Newco 1) on terms and subject
      to conditions which are at least as favourable to each such Transferring
      Employee as the terms and conditions on which such Transferring Employee
      is presently employed, as disclosed by the Disclosure Letter and capable
      of acceptance such, subject to the release of such Transferring Employee
      from any requirement to give notice of termination of his/her employment
      by the relevant Vendor Group Company, that each accepting Transferring
      Employee would be able to commence his/her new employment within five
      business days of his/her acceptance provided that and for the avoidance of
      doubt that should any Transferring Employee not accept such offer, neither
      Newco 1 nor the GEAC UK Subsidiary shall be under any obligation
      whatsoever in respect of such Transferring Employee.

5.10  Newco 1 and Newco 2 hereby jointly and severally indemnify each of the
      Vendor and GEAC Canada against all costs, expenses and liabilities
      suffered or incurred by it as a result of any act or omission of GEAC GmbH
      after the date of this Agreement in circumstances where Newco 1 and/or
      Newco 2 knew or should reasonably have known that such costs, expenses and
      liabilities would be caused thereby.

5.11  The parties shall procure that as from the Completion Date the
      arrangements stated in schedule 12 in connection with the Retained GEAC
      Properties shall be implemented.

5.12  The Vendor shall procure that as from the Completion Date the arrangements
      stated in schedule 14 in connection with the GEAC GmbH Sale Shares and the
      Management Data Subsidiaries Sale Shares shall be implemented.

5.13  Newco 1 shall indemnify the Vendor for all its reasonable costs and
      expenses in connection with the appointment of Newco 1 as its attorney in
      respect of the GEAC UK Sale Shares pursuant to clause 5.1.

                                       26




5.14  The Vendor shall (and shall procure that any Vendor Group Company shall)
      use its reasonable endeavours to procure within two months of the
      Completion Date the assignment in a form reasonably satisfactory to Newco
      1 of the CTM application for the trade marks FTMS, the CTM application for
      the trade mark CLS Inside and the domain name "Management Data.com".

5.15  The Vendor shall use all reasonable endeavours to procure the purchase by
      GEAC UK of all issued shares in GEAC UK (save for the GEAC UK Sale Shares)
      within 7 days of the Completion Date and shall indemnify Newco 1 and GEAC
      UK for all their liabilities, losses, claims, costs and expenses incurred
      in respect of such shares.

5.16  For the period of 6 months commencing upon the Completion Date, subject to
      the Vendor indemnifying each of Newco 1, Newco 2 and each relevant Target
      for all its reasonable costs and expenses of providing the following
      assistance and the Vendor signing terms as to confidentiality (save in
      respect of the disclosure of the audited accounts and taxation returns
      mentioned below) of information to the reasonable satisfaction of Newco 1
      and Newco 2, Newco 1 and Newco 2 shall procure, on the reasonable request
      by the Vendor, that each Target shall make available to the Vendor such
      information and documents (together with the rights to make copies of the
      same at the Vendor's expense) and personnel as the Vendor shall reasonably
      request on reasonable advance notice for the purpose of the completion by
      the Vendor of:

      (a)   the audit of the Targets in respect of the financial period ended 30
            April 2000; and

      (b)   its internal accounting and valuation exercises in relation to its
            acquisition of the Management Data Business on 1 May 2000; and

      (c)   its taxation returns.

6     WARRANTIES

6.1   In consideration of the Purchasers entering into this Agreement in respect
      of the GEAC UK Acquisition, GEAC GmbH Acquisition and the Management Data
      Subsidiaries Acquisition and Newco 1 entering into the Software
      Assignment, the Vendor hereby warrants to Newco 1:

      (a)   (subject to clause 6.3) in the terms set out in Schedule 7; and

      (b)   that any statement in the GEAC UK Warranties or the GEAC UK Group
            Warranties or the GEAC UK Tax Warranties which is qualified as being
            made "so far as the Vendor is aware" or "to the best of the
            knowledge, information and belief of the Vendor" or any similar
            expression has been so qualified after all reasonable enquiries by
            the Vendor of each of Tom Pippy, Amritlal Jethwa, David Presneill,
            Marvyn Turk, Philip Jordan, Martin Brown and Michael Johns and after
            all reasonable enquiries (which shall not include enquiry in
            relation to any Warranty which does not directly or indirectly
            relate to his areas of responsibility) of each of Luis Longhi, Mark
            Cappell, Simon Young and Steve Moss; and

      (c)   that any statement in the GEAC GmbH Warranties or the Management
            Data Subsidiaries Warranties which is qualified as being made "so
            far as the Vendor is aware" or "to the best of the knowledge,
            information and belief of the Vendor" or any similar expression has
            been so qualifed after all reasonable enquiries by the Vendor of
            each of Tom Pippy, Amritlal Jethwa,

                                       27




            David Presneill, Marvyn Turk, Philip Jordan, Martin Brown and
            Michael Johns and Katharina Oberpfalzer and after all reasonable
            enquiries (which shall not include enquiry in relation to any
            Warranty which does not directly or indirectly relate to his areas
            of responsibility) of each of Fritz Ramburger, Franz Necas, Rowan
            Harbick, Max Becker and Imgard Ernst.

6.2

      (a)   The Vendor shall indemnify Newco 1 on demand against any
            liabilities, losses, claims, costs, expenses or demand incurred or
            suffered by or made against the Purchasers (or either of them) or
            the Targets (or any of them) arising from the breach of one or more
            of:

            (i)   the General Warranties set out in paragraphs 1.1, 3.1, and 3.2
                  of Part A of schedule 7;

            (ii)  the GEAC UK Warranties set out in paragraphs 1.1 and 2.1 of
                  Part B of schedule 7;

            (iii) the GEAC UK Group Warranties set out in paragraph 2.1 of Part
                  C of schedule 7;

            (iv)  the GEAC GmbH Warranties set out in paragraphs 1.1, 2.2 and
                  2.3 of Part D of schedule 7;

            (v)   the Management Data Subsidiaries Warranties set out in
                  paragraphs 1.1 and 2.2 of Part E of schedule 7;

            (vi)  clause 2.3 in relation to the Sale Shares;

      (b)   For the avoidance of doubt, none of the Indemnities, nor the
            indemnities set out in this clause 6.2 nor any of the Warranties
            referred to in clause 6.2(a) shall be subject to the provisions of
            schedule 8 (save for paragraph 3 of schedule 8) nor shall they be
            qualified by any matter contained in or referred to in the
            Disclosure Letter.

6.3

      (a)   Save as provided in clause 6.2, the Warranties are qualified to the
            extent, but only to the extent, of those matters fairly disclosed in
            the Disclosure Letter and for this purpose it is agreed that the
            general disclosure of the Deloitte & Touche Due Diligence Report
            shall constitute fair disclosure.

      (b)

            (i)   all references in the General Warranties to the Targets shall
                  unless the context otherwise requires be construed as
                  references to each and every Target;

            (ii)  all the GEAC GmbH Warranties will apply to GEAC GmbH and any
                  reference in the GEAC GmbH Warranties to any matter or
                  circumstance shall be deemed to include such equivalent or
                  similar matter, law regulation or circumstance as shall be
                  applicable in any overseas jurisdiction whatsoever and with
                  such necessary changes (mutatis mutandis) as may be required
                  to give reasonable meaning and effect thereto in relation to
                  GEAC GmbH;

            (iii) all references in the Management Data Subsidiaries Warranties
                  to the Management Data Subsidiary shall unless the context
                  otherwise

                                       28




                  requires be construed as references to each and every
                  Management Data Subsidiary and all the Management Data
                  Subsidiaries Warranties will apply to each and every
                  Management Data Subsidiary and any reference in the Management
                  Data Subsidiaries Warranties to any matter or circumstance
                  shall be deemed to include such equivalent or similar matter,
                  law, regulation or circumstance as shall be applicable in any
                  overseas jurisdiction whatsoever and with such necessary
                  changes (mutatis mutandis) as may be required to give
                  reasonable meaning and effect thereto in relation to each of
                  the Management Data Subsidiaries;

            (iv)  all references in the GEAC UK Tax Warranties to the Company
                  shall unless the context otherwise requires be construed as
                  references to each and every GEAC UK Group Company.

      (c)   Without prejudice to the terms of the Disclosure Letter, each of the
            paragraphs in schedule 7:

            (i)   shall be construed as a separate and independent warranty; and

            (ii)  save as expressly otherwise provided in this Agreement, shall
                  not be limited by reference to any other paragraph in schedule
                  7 or by any other provision of this Agreement

            and Newco 1 shall have a separate claim and right of action in
            respect of every Relevant Breach of each such warranty.

6.4   Pursuant to clause 4.1(i)(ii) Newco 1 shall have funded the repayment of
      the GEAC Inter-Company Loan. It is acknowledged by the parties that the
      loss suffered by Newco 1 in consequence of any Relevant Breach and/or any
      breach of the Management Data Warranties Deed may include, without
      prejudice to any claim for loss of bargain, all sums payable under or
      pursuant to this Agreement (including the funding and repayment of the
      GEAC Inter-Company Loan pursuant to clause 4.1(i)(ii)) and the Austrian
      Inter-Company Loan Assignment and the Software Assignment.

6.5   Subject to clause 6.2(b) all claims by Newco 1 for damages or compensation
      in respect of any Relevant Breach shall be subject to the provisions for
      the protection of the Vendor in schedule 8.

6.6   The Warranties shall not in any respect be extinguished or affected by
      Completion.

6.7   The Vendor agrees with the Purchasers (for themselves and as trustee for
      the Targets):

      (a)   that the giving by the Targets and/or any of their directors,
            employees, agents or advisers to the Vendor or their agents or
            advisers of any information or opinion in connection with the
            Warranties or the Tax Covenant or the Disclosure Letter or any of
            the Principal Documents or otherwise in relation to the business or
            affairs of the Targets or in connection with the negotiation and
            preparation of this Agreement or the Disclosure Letter or any of the
            Principal Documents shall not be deemed a representation, warranty
            or guarantee to the Vendor of the accuracy of such information or
            opinion;


                                       29




      (b)   to waive any right or claim which it may have against any of the
            Targets and/or any of its directors, employees, agents or advisers
            for any error, omission or misrepresentation in any such information
            or opinion; and

      (c)   that any such right or claim shall not constitute a defence to any
            claim by either Purchaser under or in relation to this Agreement
            (including the Warranties or the Tax Covenant).

6.8   Newco 1 hereby acknowledges that it is not aware of any matter (other than
      fairly disclosed pursuant to the Disclosure Letter) which it knows gives
      it grounds to recover damages under the terms of this Agreement for breach
      of any of the Warranties. This acknowledgement is not to say that if
      further information comes to Newco l's knowledge following Completion,
      such information might not, when considered in conjunction with matters
      already known to Newco 1, give Newco 1 grounds for such recovery. For the
      purposes of this clause 6.8, references to the awareness or knowledge of
      Newco 1 shall be construed as references to the actual knowledge of Martin
      Green and Bal Johal after Newco 1 has made reasonable enquiry of Philip
      Jordan and Martin Brown and having reviewed the Deloitte & Touche Due
      Diligence Report and the Wragge & Co Due Diligence Report.

7     INDEMNITIES

7.1   The Vendor shall indemnify Newco 1 (for itself and as agent and trustee
      for Newco 2 and each Target) in respect of:

      (a)   (subject to clause 7.3, 7.5 and 7.7) any liabilities, losses,
            claims, costs and expenses incurred or suffered by or made against
            Newco 1 and/or the Targets (or any of them) arising as a result of
            any aspect of the GEAC UK Reorganisation (including without
            limitation any liability pursuant to the Regulations and any
            liability arising as a result of the unlawfulness of any part of the
            GEAC UK Reorganisation other than insofar as the aspect or matter
            giving rise to such liability, losses, claims, costs or expenses is
            dealt with by any of the remaining paragraphs of this clause 7);

      (b)   (subject to clause 7.3) any liabilities, losses, claims, costs and
            expenses incurred or suffered by or made against Newco 1 and/or the
            Targets (or any of them) arising as a result of any failure to
            transfer to the GEAC UK Subsidiary the absolute legal and beneficial
            property in and possession of any Smartstream Fixed Asset and/or
            Smartstream Moveable Asset the ownership or use of which is material
            to the conduct in the ordinary course of the Smartstream Business
            (as hitherto carried on) provided that this clause 7.1(b) shall not
            apply to any asset the use of which is material to the ordinary
            course of business of any company in the Vendor Group if
            arrangements are made in the Transitional Support Agreement Term
            Sheet for the shared use of such asset both in the business of the
            relevant member of the Vendor Group and in the Smartstream Business;

      (c)   (subject to clause 7.2 and 7.6) any costs and expenses of obtaining
            any third party consents to the transfer, assignment or novation of
            any of the Smartstream Customer Contracts or the Management Data
            Customer Contracts to or in favour of the GEAC UK Subsidiary, GEAC
            GmbH or any of the Management Data Subsidiaries, provided that in
            relation to any such contract such consent is obtained prior to the
            date when the contract would have terminated through effluxion of
            time and further provided that in expending such costs and expenses
            in relation to any particular contract Newco 1, Newco 2 or each
            relevant Target as the case may be has not acted in contravention of
            the provisions of clause 7.2;

                                       30




      (d)   any payments which would have been payable to GEAC UK, GEAC GmbH or
            any of the Management Data Subsidiaries by a customer pursuant to a
            Smartstream Customer Contract or a Management Data Customer Contract
            had one of these companies been a contracting party but which
            payments are successfully avoided by such customer by reason of none
            of such companies either being a contracting party or having had
            such contract validly assigned to it (provided that the relevant
            Target has used its best endeavours (but with no obligation to
            expend money or to take any action which could damage the goodwill
            or reputation of its business) to recover such payment from such
            customer);

      (e)   (subject to clause 7.4) the amount payable to any supplier pursuant
            to a Smartstream Supply Contract or Smartstream Licence or a
            Management Data Supply Contract or Management Data Licence (which
            contract or Licence is not in the name of and has not been validly
            assigned to any of the Targets) in order to secure a contract or
            licence between such supplier and one of the Targets on similar
            terms to that subsisting prior to Completion;

      (f)   (subject to clause 7.3 and 7.5) any liability of GEAC GmbH to any
            other party pursuant to the Management Data Acquisition Agreement
            save where such liability is caused by the act or omission of GEAC
            GmbH after Completion in circumstances where it knew or should
            reasonably have known that such a liability would be caused thereby;

      (g)   all liabilities, losses, claims, costs and expenses incurred or
            suffered by or made against GEAC UK or the GEAC UK Subsidiary as a
            result of GEAC UK and/or the GEAC UK Subsidiary entering into the
            GEAC UK Bristol Property Licence to Occupy without having obtained
            all necessary consents to do so;

      (h)   all liabilities (including without limitation liabilities arising
            from breaches of Lease covenants and conditions) claims, costs and
            expenses of GEAC UK or the GEAC UK Subsidiary or Management Data
            (Deutschland) GmbH as the current or the original tenant of the
            properties mentioned below including without limitation:

            (i)   rent and all other day to day costs in respect of the said
                  properties and any cost incurred in connection with the
                  assignment of the leases in respect of such properties
                  pursuant to the terms of this agreement; and

            (ii)  any damages in respect of any breach of covenant due to any
                  unlawful assignment of the relevant lease of the said
                  properties or the unlawful occupation of the relevant property
                  by any company other than GEAC UK or Management Data
                  (Deutschland) GmbH (in respect of the premises in Germany) and
                  in respect of forfeiture arising from such a breach

                  (A)   the Cannon Street Property;

                  (B)   the High Wycombe Property;

                  (C)   the Twickenham Property;

                  (D)   the leasehold premises at Wagnerbriete 3D-83607
                        Holzkirchen Germany comprised in a contract dated 21

                                       31




                        November 1991 made between Management Data Deutschland
                        GmbH (1) and Walter Wochinger (2); and

                  (E)   the Neston Property.

            as well as all liabilities, claims costs and expenses of GEAC UK or
            the GEAC UK Subsidiary or Management Data (Deutschland) GmbH
            incurred as a result of GEAC UK or the GEAC UK Subsidiary or
            Management Data (Deutschland) GmbH entering into any surety,
            guarantee authorised guarantee agreement or any other obligations or
            arrangement permitted in clause 3 of schedule 12 in respect of the
            said properties whereby GEAC UK or the GEAC UK Subsidiary or
            Management Data (Deutschland) GmbH may or shall be responsible for
            any such liabilities, claims, costs or expenses;

      (i)   all actions, proceedings, costs, claims, damages and expenses
            brought or made against or incurred by Newco 1 or any GEAC UK Group
            Company (or any of them) in so far as the same relate to any
            participation or involvement in the MAI (UK) Limited Retirement
            Benefits Scheme or the CLSI Executive Retirement Plan in respect of
            any employee or officer or former employee or officer of GEAC UK;

      (j)   (subject to clause 7.5) all liabilities, losses, claims, costs and
            expenses incurred or suffered by or made against GEAC UK in respect
            of the guarantee agreement dated 4 February 2000 and made between
            North East Essex Building Company (1) Just-Sites.com Limited (2) and
            GEAC Computers Limited (GEAC UK) (3);

      (k)   any sum less than (pound)1,000,000 in the bank account of GEAC UK at
            Completion;

      (l)   (subject to clause 7.5) any liability to George Wishart in relation
            to the termination of his employment with Management Data America
            Inc. and any claim by him against that company arising out of
            illness incurred by him in the course of his employment;

      (m)   the extent to which on Completion the net assets of GEAC UK are less
            than (pound)2,000,000 and the extent to which it has any liability
            whatsoever (actual or contingent);

      (n)   the extent to which on Completion the net assets of the GEAC UK
            Subsidiary are less than (pound)1,000,000 and the extent to which it
            has any liabilities whatsoever (actual or contingent) save for the
            GEAC Inter-Company Loan and liabilities arising in the ordinary
            course of the Smartstream Business;

      (o)   all fees payable to PricewaterhouseCoopers for audit and taxation
            work and advice for or relating to any financial period ending on or
            before the Completion Date in respect of GEAC UK or the GEAC UK
            Subsidiary provided that Newco 1 shall not agree any such fees
            without the prior consent of the Vendors;

      (p)   (subject to clause 7.5) all liabilities, losses, claims, costs and
            expenses comprising or in relation to the termination of employment
            of Messrs Minicanti and Zbinden;

      (q)   any VAT payable in respect of the Management Services Invoice;


                                       32




      (r)   all liabilities, claims, costs and expenses incurred by Newco 1 or
            Newco 2 in respect of any failure of the Vendor to fulfil its
            obligations under clause 5.12.

7.2   In the event that any Smartstream Customer Contracts or Management Data
      Customer Contracts are not following Completion in the name of any of the
      Targets for so long as the relevant customer raises no objection Newco 1
      and Newco 2 shall procure that the relevant Target shall continue to
      perform such contract as if it were the contracting party and the Vendor
      shall permit (or procure that the relevant Vendor Group company shall
      permit) such Target to do so (as appropriate) as its assignee, agent, or
      sub-contractor but on the basis that the entire benefit of such contract
      shall accrue to such Target including without limitation all revenue
      thereunder. Each such Target shall meet all the costs of performing each
      such contracts. For so long as the relevant customer raises no objection
      on the ground that such Target is not a contracting party to the relevant
      contract, Newco 1 shall procure that such Target continues to perform such
      contract and does not knowingly bring to the customer's attention the fact
      that it is not a contracting party.

7.3   The Vendor shall have no liability pursuant to clauses 7.1(a), 7.1(b), 7.1
      (c) or 7.1 (f) in relation to any matter which is capable of remedy by the
      Vendor if the Vendor remedies such matter within 30 days of receiving
      notice by Newco 1 of its claim for indemnification. As a condition of
      being able to claim indemnification pursuant to any of clauses 7.1(a),
      7.1(b), 7.1 (c) or 7.1(f) Newco 1 shall provide the Vendor with all
      assistance that it reasonably can (subject to being indemnified by the
      Vendor for any costs of doing so) to enable the Vendor to remedy the
      matter in question within 30 days of receiving notice and will not (save
      where acting bona fide it considers it to be necessary in the best
      interests of its business and after reasonable prior consultation with the
      Vendor) take any action which may compromise the Vendors ability to remedy
      the matter in question.

7.4   In the event of any supplier under a Smartstream Supply Contract a
      Smartstream Licence a Management Data Supply Contract or a Management Data
      Licence refusing or threatening to refuse to supply any product (including
      software) service, licence, permit or consent which it had supplied prior
      to Completion to any of the Targets (other than as a result of the Target
      making a conscious effort to encourage such supplier to do so) the
      Purchaser shall be entitled to so notify the Vendor in writing. The Vendor
      will then be allowed four weeks from such notification to attempt to
      procure the entering into by the supplier and the Target in question of an
      agreement on similar terms, mutatis mutandis, to the terms upon which the
      Supplier had previously supplied the Target in question. In the event that
      the Vendor does not succeed in procuring the entering into of such an
      agreement in such period, the Target will be entitled to pay such amount
      as the Target, acting reasonably and in good faith, considers to be the
      lowest the Supplier will accept to enter into the said agreement and the
      Vendor will be liable to reimburse the Purchaser for such amount pursuant
      to clause 7.1(e).

7.5   If any matter comes to the notice of Newco 1 which may give rise to a
      liability under clauses 7.1(a), 7.1(f), 7.1(g), 7.1(h), 7.1(j), 7.1(1) or
      7.1(p) Newco 1 shall:

      (a)   as soon as reasonably practicable give written notice of that matter
            to the Vendor, specifying in reasonable behaviour detail the nature
            of the potential liability and, so far as is practicable, the amount
            likely to be claimed in respect of it;

      (b)   not make any admission of liability, agreement or compromise with
            any person, body or authority in relation to that matter without the
            prior written consent of the Vendor such consent not to be
            unreasonably withheld or delayed;


                                       33




      (c)   in order to assist the Vendor in deciding how best to avoid,
            dispute, resist, compromise or defend any matter giving rise to such
            a liability as is referred to in this clause 9, give the Vendor and
            its professional advisers access on reasonable notice being given to
            the premises and personnel of Newco 1, Newco 2 or the Targets and to
            any relevant chattels, accounts, documents and records within the
            power or control of Newco 1, Newco 2 or the Target and allow the
            Vendor and its professional advisers to examine such premises,
            chattels, accounts, documents and records and to take copies at
            their own expense; and

      (d)   subject to the Vendor indemnifying the relevant Purchaser and/or
            Target to the relevant Purchaser's reasonable satisfaction against
            any liability, costs, damages or expenses which may be incurred,
            Newco 1 shall take or procure that Newco 2 or any of the Targets
            shall take such action as the Vendor may reasonably request to
            avoid, dispute, resist, compromise or defend any claim arising out
            of the matter in question.

      provided that nothing in this clause 7.5 shall prevent Newco 1, Newco 2 or
      any of the Targets from complying with any legal obligation to discharge
      any liability on its due date and provided further that any failure by
      Newco 1 to comply with any provision of this clause 7.5 relating to the
      giving of notice or the doing of any other thing shall not release the
      Vendor from any liability in respect of the subject matter thereof save to
      the extent that such liability has been increased as a direct consequence
      of Newco l's failure to comply with such provision in which case the
      Vendor shall be released from liability in respect of the relevant amount
      of increase.

7.6   Newco 1 shall not be entitled to make any claim pursuant to clause 7.1(c)
      or 7.1(d) after the period of 15 months from the Completion Date.

7.7   Newco 1 shall not be entitled to make any claim pursuant to clause 7.1 in
      so far as any such claim arises as a result of a claim by a Smartstream
      Employee arising in respect of the cessation of his membership of the GEAC
      UK Scheme following the GEAC UK Reorganisation as a result of the failure
      of the GEAC UK Subsidiary to offer him benefits as good as those he
      enjoyed under the GEAC UK Scheme.

8     PURCHASERS' WARRANTIES

8.1   Newco 1 warrants to the Vendor that:

      (a)   it is a private company duly incorporated and validly existing under
            the laws of England;

      (b)   it has the requisite corporate power and authority under its
            Memorandum of Association to enter into, execute, deliver and
            perform its obligations under this Agreement and the relevant
            Principal Documents to be entered into by it pursuant to this
            Agreement;

      (c)   the execution and delivery of this Agreement and the relevant
            Principal Documents to be entered into by it pursuant to this
            Agreement and the performance of its obligations under them have
            been duly authorised by all necessary corporate action on the part
            of it (whether under its Articles of Association or otherwise);

                                       34




      (d)   this Agreement and the relevant Principal Documents to be entered
            into by it pursuant to this Agreement, when executed, constitute
            legal, valid and binding obligations of it in accordance with their
            respective term;

      (e)   the execution and delivery of this Agreement and the performance by
            Newco 1 of its obligations under, and compliance with the provisions
            of, this Agreement will not result in:

            (i)   any breach or violation by Newco 1 of any provision of its
                  constitution; or

            (ii)  any breach of, or constitute a default under, any instrument
                  or agreement to which Newco 1 is a party or by which Newco 1
                  is bound; or

            (iii) any breach of any law or regulation in any jurisdiction having
                  the force of law or of any order, judgment or decree of any
                  court or governmental agency by which any Newco 1 is bound;
                  and

      (f)   no consent, authorisation, licence or approval of Newco l's
            shareholders or of any governmental, administrative, judicial or
            regulatory body, authority or organisation is required to authorise
            the execution, delivery or enforceability of this Agreement,
            including the performance by Newco 1 of its obligations under this
            Agreement.

8.2   Newco 2 warrants to the Vendor in the terms set out in clauses 8.1 (a) to
      (f) above.

9     TAX COVENANTS

9.1

      (a)   Subject to clause 9.1 (b), the Vendor hereby covenants with Newco 1
            and Newco 1 covenants with the Vendor in the terms of schedule 4,
            the provisions of which shall take effect from Completion.

      (b)   For the purposes of clause 9.1(a), references in schedule 4 to "the
            Purchaser", are to "Newco 1".

10    VENDOR RESTRICTIVE COVENANTS

10.1  Each of the Vendor and GEAC Canada undertakes with each of the Purchasers
      that without the prior consent in writing of the Purchasers (such consent
      not to be unreasonably withheld or delayed) it will not (and will procure
      that each Vendor Group Company will not) whether by itself, its employees
      or agents and whether on its own behalf or on behalf of any other person,
      firm or company or otherwise howsoever:

      (a)   for the Prohibited Period carry on or otherwise be engaged,
            concerned or interested in any capacity (whether for reward or
            otherwise) in, provide any technical, commercial or professional
            advice to, or in any way assist any business which is or is about to
            be engaged in the development, production, distribution or sale of
            the GEAC UK Restricted Products or the GEAC GmbH Restricted Products
            or the Management Data Subsidiaries Restricted Products or any of
            them or the supply of the GEAC UK Restricted Services or the GEAC
            GmbH Restricted Services or the Management Data

                                       35



            Subsidiaries Restricted Services or any of them in the Prohibited
            Area in competition with any of the Targets;

      (b)   for the Prohibited Period in relation to the GEAC UK Restricted
            Products or the GEAC GmbH Restricted Products or the Management Data
            Subsidiaries Restricted Products or any of them or the GEAC UK
            Restricted Services or the GEAC GmbH Restricted Services or the
            Management Data Subsidiaries Restricted Services or any of them
            solicit or canvass, accept orders from or otherwise deal with any
            person, firm, company or other organisation who:

            (i)   was a customer of any of the Targets at any time during the 3
                  years prior to the Completion Date; or

            (ii)  at the Completion Date was in the process of negotiating doing
                  business with any of the Targets; or

      (c)   for the period of two years commencing with the date of this
            Agreement solicit or entice away or endeavour to solicit or entice
            away from any of the Targets or employ any director or manager or
            salesman or software developer or other senior employee of any
            Target on the Completion Date, whether or not that person would
            commit any breach of his contract of employment by reason of his
            leaving the service of such Target provided always that this
            provision shall cease to apply in relation to any person whose
            employment with any Target shall have terminated once the period of
            three months following such termination shall have expired.

10.2  Each of the Vendor and GEAC Canada undertakes with each of the Purchasers
      that it will not (and will procure that each Vendor Group Company will
      not) at any time after Completion whether by itself, its employees or
      agents or otherwise howsoever:

      (a)   engage in any trade or business using any of the Management Data
            Business Names or any name incorporating the Management Data
            Business Names or any similar name or names or any colourable
            imitation thereof;

      (b)   in the course of carrying on any trade or business, claim, represent
            or otherwise indicate any then present association with any Target;

      (c)   subject to clause 10.4, without the consent of the Purchasers use,
            whether on his own behalf or on behalf of any third party, or
            divulge to any third party, any of the Smartstream Confidential
            Information GEAC GmbH Confidential Information or Management Data
            Subsidiaries Confidential Information.

10.3

      (a)   The restrictions in clauses 10.2(c) shall not apply:

            (i)   in respect of any of the Smartstream Confidential Information,
                  or Management Data Confidential Information which is in or
                  becomes part of the public domain, other than through a breach
                  of the obligations of confidentiality set out in this
                  Agreement; or

            (ii)  to either the Vendor or GEAC Canada to the extent that it is
                  required to disclose any Smartstream Confidential Information,
                  or Management Data Confidential Information by any applicable
                  law, governmental order, decree, regulation, licence or rule
                  or pursuant to

                                       36




                  the regulations of any securities exchange or regulatory or
                  governmental body to which it is subject.

10.4  Each of the Vendor and GEAC Canada agrees with the Purchasers that the
      restrictive covenants in clauses 10.1 to 10.2 inclusive are reasonable and
      necessary for the protection of the value of the Sale Shares and the
      Targets and that having regard to that fact those covenants do not work
      harshly on it.

10.5  Each of the Vendor and GEAC Canada hereby undertakes with the Purchasers
      that it will at the request and cost of the Vendor and/or GEAC Canada
      enter into a direct agreement or undertaking with any Target or Targets
      whereby it will accept restrictions and provisions corresponding to the
      restrictions and provisions contained in clauses 10.1 to 10.4 inclusive
      (or such of them as may be appropriate in the circumstances) in relation
      to such products and services and such area and for such period as such
      company or companies may reasonably require for the protection of its or
      their legitimate interests.

10.6  The provisions of this clause 10 shall not preclude the Vendor, or any
      Vendor Group Company from purchasing all the share capital of any company,
      corporation or body corporate ("CORPORATE TARGET") or a business (or part
      thereof) or undertaking (or part thereof) or assets (or part thereof and
      including, without limitation, contractual commitments) ("BUSINESS
      TARGET") which contains a company or business whose activities (or part
      thereof) would be in breach of clause 10.1(a) ("RESTRICTED BUSINESS")
      provided that the annual revenues of such company or business attributable
      to the Restricted Business do not exceed (pound)2,000,000 and provided
      further that the Vendor has procured that the Purchasers have the
      opportunity to purchase such company or Restricted Business for a
      consideration equal to the proportion of the consideration paid by the
      Vendor, GEAC Canada or other Vendor Group Company for the Corporate Target
      or Business Target as appropriate equal to the proportion of the Corporate
      Target's or Business Target as appropriate overall annual revenues
      represented by such Restricted Business.

11    PURCHASERS COVENANT

11.1  Each of the Purchasers undertakes with the Vendor (for itself and as
      trustee for each Vendor Group Company) that without the prior consent in
      writing of the Vendor (such consent not to be unreasonably withheld or
      delayed) it will not (and will procure no Target shall) whether by itself,
      its employees or its agents and whether on its own behalf or on behalf of
      any other person, firm or company or otherwise howsoever for the period of
      two years commencing on the date of this Agreement solicit or entice away
      or endeavour to entice away from any Vendor Group Company any director or
      manager or salesman or software developer or other senior employee of any
      Vendor Group Company as at the Completion Date whether or not that person
      would commit any breach of his contract of employment by reason of his
      leaving the service of such Vendor Group Company provided always that this
      provision shall cease to apply in relation to any person whose employment
      with any Vendor Group Company shall have terminated once the period of
      three months immediately following such termination shall have expired.

11.2  The Purchasers shall deliver to the Vendor within 7 days of Completion
      certified copies of certificates of incorporation on change of name of
      both GEAC UK Group Companies to names not including the name "GEAC" and
      agree to procure that each GEAC UK Company remove the name "GEAC" from
      their advertising, stationery and other materials within 3 months of the
      Completion Date and undertakes that thereafter none of the Purchasers nor
      any Target shall use the name "GEAC".


                                       37





12    VENDOR AND GEAC CANADA CAPACITY WARRANTIES

12.1  The Vendor and GEAC Canada jointly and severally warrant and represent to
      each of the Purchasers as follows:

      (a)   each of the Vendor and GEAC Canada is a limited company duly
            incorporated and validly existing under the Canada Business
            Corporations Act 1982 (as amended) and of good standing;

      (b)   each of the Vendor and GEAC Canada has the requisite corporate power
            and authority under its constitution to enter into, execute, deliver
            and perform its obligations under this Agreement and each of the
            Principal Documents;

      (c)   the execution and delivery of this Agreement and the performance of
            the obligations of each of the Vendor and GEAC Canada under this
            Agreement and each of the Principal Documents have been duly
            authorised by all necessary corporate action on the part of each of
            the Vendor and GEAC Canada (whether under its constitution or
            otherwise);

      (d)   the obligations of each of the Vendor and GEAC Canada under this
            Agreement and each of the Principal Documents, constitute legal,
            valid and binding obligations of each on the Vendor and GEAC Canada
            in accordance with their respective terms;

      (e)   the execution and delivery of this Agreement and each of the
            Principal Documents and the performance by each of the Vendor and
            GEAC Canada of its obligations under, and compliance with the
            provisions of, this Agreement, by each of the Vendor and GEAC Canada
            will not result in:

            (i)   any breach or violation by any of the Vendor and GEAC Canada
                  of any provision of its constitution; or

            (ii)  any breach of, or constitute a default under, any instrument
                  or agreement to which any of the Vendor or GEAC Canada is a
                  party or by which any of the Vendor or GEAC Canada is bound;
                  or

            (iii) any breach of any law or regulation in any jurisdiction having
                  the force of law or of any order, judgment or decree of any
                  court or governmental agency by which any of the Vendor or
                  GEAC Canada is bound; and

      (f)   no consent, authorisation, licence or approval of any of the
            Vendor's or GEAC Canada's shareholders or of any governmental,
            administrative, judicial or regulatory body, authority or
            organisation is required to authorise the execution, delivery,
            validity, enforceability or admissibility in evidence of this
            Agreement, including, or the performance by each of the Vendor and
            GEAC Canada of its obligations under this Agreement, and the
            Principal Documents.

13    ANNOUNCEMENTS

13.1  The parties shall agree the terms of two announcements relating to the
      sale and purchase hereunder one to be made by the Vendor and one to be
      made by Newco 1 on Completion and thereafter no party shall require the
      consent of any other to any further announcements concerning the sale and
      purchase.


                                       38




14    RELEASES, WAIVERS ETC., BY THE PURCHASERS

14.1  The Purchasers may jointly, in their discretion, in whole or in part
      release, compound or compromise, or waive their rights or grant time or
      indulgence in respect of, any liability to it under this Agreement and may
      do so as regards any one or more of the Vendor or GEAC Canada under that
      liability without in any way prejudicing or affecting the liability of or
      its rights against any other of the Vendor or GEAC Canada as appropriate
      in respect of the same or a like liability, whether joint and several or
      otherwise.

14.2  Subject to clause 14.3, neither the single or partial exercise or
      temporary or partial waiver by either of the Purchasers of any right, nor
      the failure by either of the Purchasers to exercise in whole or in part
      any right or to insist on the strict performance of any provision of this
      Agreement, nor the discontinuance, abandonment or adverse determination of
      any proceedings taken by either of the Purchasers to enforce any right or
      any such provision shall (except for the period or to the extent covered
      by any such temporary or partial waiver) operate as a waiver of, or
      preclude any exercise or enforcement or (as the case may be) further or
      other exercise or enforcement by either of the Purchasers of, that or any
      other right or provision.

14.3  All references in clause 14.2 to:

      (a)   any right shall include any power, right or remedy conferred by this
            Agreement on, or provided by law or otherwise available to either
            of, the Purchasers; and

      (b)   any failure to do something shall include any delay in doing it.

14.4  The giving by either of the Purchasers of any consent to any act which by
      the terms of this Agreement requires such consent shall not prejudice the
      right of either of the Purchasers to withhold or give consent to the doing
      of any similar act.

15    NOTICES

15.1  Except as otherwise provided in this Agreement, every notice under this
      Agreement shall be in writing and shall be deemed to be duly given if it
      (or the envelope containing it) identifies the party to whom it is
      intended to be given as the addressee and:

      (a)   it is delivered by being handed personally to the addressee (or,
            where the addressee is a corporation, any one of its directors or
            its secretary); or

      (b)   the envelope containing the notice is properly addressed to the
            addressee at his authorised address and duly posted by the recorded
            delivery service (or by airmail registered post if overseas);

      and, in proving the giving or service of such notice, it shall be
      conclusive evidence to prove that the notice was duly given within the
      meaning of this clause 15.1.

15.2  A notice sent by post (or the envelope containing it) shall not be deemed
      to be duly posted for the purposes of clause 15.1(b) unless it is put into
      the post properly stamped or with all postal or other charges in respect
      of it otherwise prepaid.

15.3  For the purposes of this clause 15 the authorised address of each of the
      Targets shall be the address of its registered office for the time being.


                                       39




15.4  For the purposes of this clause 15, the authorised address of each of the
      Vendor and GEAC Canada shall be the registered office address for the time
      being of the GEAC Computer Corporation Subsidiary and any notice served at
      such address shall be effective only if marked "for the attention of the
      Finance Director of GEAC Limited". Every notice served on the either
      Vendor pursuant to this Agreement must be copied to, (i) GEAC Computer
      Corporation Limited, 4100 Yonge Street, Suite 601, Toronto, Ontario,
      Canada M2P 2G2 (or such other address as notified to Newco 1 from time to
      time) marked for the attention of the Corporate Secretary, (ii) GEAC
      Computer Corporation Limited, at the same address, marked for the
      attention of the General Counsel and (iii) GEAC Computer Corporation
      Limited, at the same address, marked for the attention of the Senior Vice
      President M & A.

15.5  Any notice duly given within the meaning of clause 15.1 shall be deemed to
      have been both given and received:

      (a)   if it is delivered in accordance with clause 15.1(a) or 15.1(b), on
            such delivery;

      (b)   if it is duly posted or transmitted in accordance with clause
            15.1(b) by any of the methods therein specified, on the second (or,
            when sent airmail, fifth) business day after the day of posting.

15.6  For the purposes of this clause 15 "notice" shall include any request,
      demand, instruction, communication or other document.

16    ENTIRE AGREEMENT

16.1  This Agreement and the Principal Documents constitute the entire agreement
      between the parties in relation to the subject matter covered and
      supersede any previous agreement between the parties in relation to such
      matters which shall cease to have any further effect. It is agreed that:

      (a)   no party has entered into this Agreement in reliance upon any
            statement, representation, warranty or undertaking which is not set
            out or referred to in this Agreement or the Principal Documents;

      (b)   in the absence of fraud, no party will have any remedy in respect of
            any untrue statement, made to it or its representatives or agents,
            prior to this Agreement being entered into and upon which it or they
            relied other than representations, warranties or undertakings set
            out or referred to in this Agreement or the Principal Documents and
            such party's only remedy in respect of representations, warranties
            and undertakings set out in this Agreement or the Principal
            Documents will be damages for breach of contract; and

      (c)   this clause shall not exclude any liability for fraudulent
            misrepresentation.

      In respect of the GEAC UK Acquisition, the GEAC GmbH Acquisition and the
      Management Data Subsidiaries Acquisition, the Vendor and GEAC Canada
      hereby confirm that there are no other agreements between any of them or
      any of them and the Targets or any Vendor Group Company other than this
      Agreement and any agreements referred to in this Agreement.


                                       40




17    ALTERATIONS

17.1  No purported alteration of this Agreement shall be effective unless it is
      in writing, refers specifically to this Agreement and is duly executed by
      each party hereto.

18    SEVERABILITY

18.1  Each provision of this Agreement is severable and distinct from the
      others. The parties intend that every such provision shall be and remain
      valid and enforceable to the fullest extent permitted by law. If any such
      provision is or at any time becomes to any extent invalid, illegal or
      unenforceable under any enactment or rule of law, it shall to that extent
      be deemed not to form part of this Agreement but (except to that extent in
      the case of that provision) it and all other provisions of this Agreement
      shall continue in full force and effect and their validity, legality and
      enforceability shall not be thereby affected or impaired, provided that
      the operation of this clause would not negate the commercial intent and
      purpose of the parties under this Agreement.

18.2  If any provision cified herein being in of this Agreement is illegal or
      unenforceable as a result of any period speexcess of that permitted by a
      Relevant Authority, that provision shall take effect with the substitution
      of the longest period acceptable to the Relevant Authority subject to it
      not negating the commercial intent of the parties under this Agreement.

19    COUNTERPARTS

19.1  This Agreement may be entered into in the form of two or more counterparts
      each executed by one or more of the parties but, taken together, executed
      by all and, provided that all the parties so enter into the Agreement,
      each of the executed counterparts, when duly exchanged or delivered, shall
      be deemed to be an original, but, taken together, they shall constitute
      one instrument.

20    PAYMENT OF COSTS

20.1  Each of the parties shall be responsible for its respective legal and
      other costs incurred in relation to the negotiation, preparation and
      completion of this Agreement including the Principal Documents and all
      ancillary documents.

21    SUCCESSORS AND ASSIGNS

21.1  This Agreement shall be binding on and shall enure for the benefit of the
      successors in title of each party.

21.2  Save as provided in clauses 21.3 and 21.4, none of the parties hereto
      shall be entitled to assign the benefit of any rights under this
      Agreement.

21.3  The benefit of this Agreement (including the Warranties) shall be freely
      assignable by either of the Purchasers to each other or to any holding
      company or subsidiary of either of the Purchaser and/or to The Royal Bank
      of Scotland, Barclays Bank plc, 3i Group plc and to any parties who from
      time to time provide debt finance to the Purchasers (or either of them)
      including for the avoidance of doubt The Royal Bank of Scotland plc, RBS
      Mezzanine Limited and Barclays Bank and, in the event of any such
      assignment, all references in this Agreement to the Purchasers or either
      of them as appropriate shall be deemed to include its assigns.

21.4  The benefit of clauses 5.5 and 5.8 of this Agreement shall be freely
      assignable by the Vendor to any holding company or subsidiary of the
      Vendor and in the event of any

                                       41




      such assignment, all references in this Agreement to the Vendor shall be
      deemed to include its assigns.

21.5  Save as provided in clause 21.3 and 21.4 nothing in this Agreement or in
      any Principal Document shall confer or is intended to confer on any third
      party any benefit or right which that third party would not have but for
      the provisions of the Contracts (Rights of Third Parties) Act 1999.

22    APPLICABLE LAW AND SUBMISSION TO JURISDICTION

22.1  This Agreement shall be governed by and construed in accordance with
      English law and the parties hereby submit to the exclusive jurisdiction of
      the High Court of Justice in England for the purpose of hearing and
      determining any suit, action or proceedings which may arise out of or in
      connection with this Agreement.

23    ADDRESS FOR SERVICE

23.1

      (a)   Each of the Vendor and GEAC Canada ("THE APPOINTOR") hereby
            irrevocably authorises and appoints the GEAC Computer Corporation
            Subsidiary to accept on its behalf service of all legal process
            arising out of or connected with this Agreement.

      (b)   Service of such process on the person for the time being authorised
            under clause 23.1(a) to accept it on behalf of the appointor shall
            be deemed to be service of that process on the appointor.

IN WITNESS whereof this Agreement has been entered into as a deed the day and
year first above written.


                                       42




EXECUTED as a Deed by               )
GEAC CANADA LIMITED                 )
acting by:                          )


                 A.S.O.                    "Geac Canada Limited"

                 A.S.A.                    "Geac Canada Limited"


EXECUTED as a Deed by               )
GEAC COMPUTER CORPORATION           )
LIMITED                             )
acting by:                          )


                 A.S.O.                    "Geac Computer Corporation Limited"

                 A.S.O.                    "Geac Computer Corporation Limited"


EXECUTED as a Deed by               )
INGLEBY (1306)                      )
LIMITED                             )
acting by:                          )


                 Director                  "Ingleby (1306) Limited"

                 Director/Secretary        "Ingleby (1306) Limited"


                                       43




EXECUTED as a Deed by               )
SBS INTERNATIONAL HOLDINGS          )
acting by:                          )


                 Director                  "SBS International Holdings"

                 Director/Secretary        "SBS International Holdings"


                                       44




                                   SCHEDULE 7

                        MATTERS REPRESENTED AND WARRANTED



                           PART A - GENERAL WARRANTIES



1        Schedules

2        GEAC UK Reorganisation

3        Encumbrances/Debts




                           PART A - GENERAL WARRANTIES

1        SCHEDULES

1.1      The facts stated in schedules 1, 2 and 3 are correct.

2        GEAC UK REORGANISATION

2.1      The GEAC UK Reorganisation Step Plan is accurate in all respects

3        ENCUMBRANCES/DEBTS

3.1      All Guarantees and Security Interests given by the Targets (or any of
         them) have been released.

3.2      Save in respect of the GEAC Inter-Company Loan and in respect of such
         matters to be provided for in the Working Capital Statement, there are
         no amounts due from the Vendor Group (or any Vendor Group Company) to
         the Targets (or any of them) or due to the Vendor Group (or any Vendor
         Group Company) from the Targets (or any of them).




                           PART B - GEAC UK WARRANTIES

1        GEAC UK Sale Shares

2        GEAC UK

3        Debtors and Creditors

4        GEAC UK Subsidiaries

5        Directors and Employees

6        Pensions

7        Unissued Capital

8        Litigation, Offences and Processes

9        Special contracts and arrangements

10       Transactions with Shareholders or Directors

11       Administration

12       Effect of this Agreement




                           PART B - GEAC UK WARRANTIES

1     GEAC UK SALE SHARES

1.1   All the GEAC UK Sale Shares are fully paid or are properly credited as
      fully paid and the Vendor is the sole legal and beneficial owner of the
      entire issued share capital of GEAC UK as set out against the Vendor's
      name in column (d) of Part A of schedule 1 free from all Security
      Interests, claims or other third party rights (including rights of
      pre-emption) of any nature whatsoever.

2     GEAC UK

2.1   Since the Smartstream Business Transfer Date, GEAC UK has not traded or
      undertaken any activities of any sort (save as the holding company of the
      GEAC UK Subsidiary) and has incurred no liabilities or obligations actual
      or contingent.

3     DEBTORS AND CREDITORS

3.1   GEAC UK has no bank indebtedness (including hire purchase and lease type
      arrangements) and has not agreed to create or permitted to arise any
      mortgage or charge or other Security Interest or encumbrance.

3.2   GEAC UK is not owed any moneys other than in the ordinary course of
      business.

4     GEAC UK SUBSIDIARIES

4.1   GEAC UK:

      (a)   has never had during the period of five years ended on the
            Completion Date any subsidiary other than the GEAC UK Subsidiary;

      (b)   directly or indirectly owns free from encumbrances the whole of the
            issued share capital of the GEAC UK Subsidiary;

      (c)   has not during the period of five years ended on the Completion Date
            been a subsidiary of any company other than the Vendor; and

      (d)   holds no shares in the capital of any company other than the GEAC UK
            Subsidiary

5     DIRECTORS AND EMPLOYEES

5.1   GEAC UK does not have any employees, consultants nor directors, save as
      disclosed in the Disclosure Letter.

5.2   So far as the Vendor is aware, no person is a shadow director of GEAC UK
      within the meaning of section 741(2) CA 1985.



6     PENSIONS

6.1   There are no agreements, arrangements, customs or practices (whether
      legally enforceable or not) in operation at the date hereof for the
      payment of or contribution towards any pensions, allowances, lump sums or
      other like benefits on retirement or on death or during periods of
      sickness or disablement for the benefit of any of GEAC UK's employees or
      directors or former employees or former directors or for the benefit of
      dependants of any of those persons nor has any proposal to establish any
      such agreement or arrangement been announced.

7     UNISSUED CAPITAL

7.1   There are no agreements or instruments in force which require or confer
      the right (conditionally or unconditionally) to require the issue of any
      share or loan capital of GEAC UK now or at any time in the future nor are
      there any agreements restrictions or obligations entered into by or
      binding on GEAC UK as to its unissued share or loan capital.

8     LITIGATION, OFFENCES AND PROCESSES

8.1   GEAC UK is not party to any litigation (whether criminal or civil),
      arbitration, reference of any dispute or disagreement to an expert or any
      alternative dispute resolution process pursuant to any binding obligations
      on GEAC UK and so far as the Vendor is aware, there are no facts or
      circumstances likely to give rise to such litigation, arbitration,
      reference or any alternative dispute resolution process.

8.2   No undischarged injunction has been granted against GEAC UK and GEAC UK
      has given no formal undertaking which remains outstanding or unfulfilled
      to any Court or to any third party arising out of any legal proceedings.

8.3   No order has been made or petition served or resolution passed for the
      winding up of GEAC UK nor, so far as the Vendor is aware, has any person
      threatened to present such a petition or convened or threatened to convene
      a meeting of GEAC UK to consider a resolution to wind up GEAC UK; no
      distress or execution has been levied on any asset of GEAC UK nor, so far
      as the Vendor is aware has any person threatened any such distress or
      execution; so far as the Vendor is aware no person has appointed or
      threatened to appoint a receiver in respect of GEAC; so far as the Vendor
      is aware there is no unfulfilled or unsatisfied judgement or court order
      outstanding against GEAC UK.

8.4   So far as the Vendor is aware there has been no material violation by GEAC
      UK and/or any of its officers of any Official Requirement of the United
      Kingdom, the European Communities or any local laws of any other
      jurisdiction or any ruling penalty or sanction.

9     SPECIAL CONTRACTS AND ARRANGEMENTS

9.1   GEAC UK has not at any time:





      (a)   repaid, redeemed or purchased or agreed to repay, redeem or purchase
            any shares of any class of its share capital or otherwise reduced or
            agreed to reduce its issued share capital or any class thereof; or

      (b)   directly or indirectly provided any financial assistance (as defined
            for the purpose of section 151 CA 1985) for the purpose of the
            acquisition of shares of GEAC UK or any holding company of GEAC UK
            or for the purpose of reducing or discharging any liability incurred
            in any such acquisition whether pursuant to section 155 CA 1985 or
            otherwise; or

      (c)   capitalised or agreed to capitalise in the form of shares,
            debentures or other securities or in paying up any amounts unpaid on
            any shares debentures or other securities any profits or reserves of
            any description or passed or agreed to pass any resolutions to do
            so.

10    TRANSACTIONS WITH SHAREHOLDERS OR DIRECTORS

10.1  So far as the Vendor is aware no transactions, contracts or legally
      binding arrangements have been entered into to which GEAC UK is a party:

      (a)   in which a shareholder in or director of GEAC UK or any person
            connected with a shareholder in or director of GEAC UK has been
            interested whether directly or indirectly; or

      (b)   which fall within the definition of "transaction with a related
            party" contained in Chapter 11 of the Listing Rules published by The
            London Stock Exchange.

10.2  So far as the Vendor is aware (save for expenses and claims arising in the
      ordinary course of business) no monies are owed by GEAC UK to a
      shareholder in or director of GEAC UK (or to any person connected with any
      such shareholder or director) or to any company or partnership in which
      any of such directors are directly or indirectly interested other than as
      holders of listed securities.

10.3  So far as the Vendor is aware GEAC UK has no debts owed to it by any of
      its directors or by any Vendor Group Company (or by a person connected
      with any such director or company) or by any company in which the
      directors of GEAC UK are directly or indirectly interested (other than as
      holders of listed securities) nor does any Vendor Group Company have any
      claim(s) against GEAC UK on any account whatsoever including claims for
      compensation for loss of office or for unfair dismissal or redundancy
      payment.

10.4  With the exception of each Target, no Vendor Group Company has any
      interest in any partnership or company (whether limited or unlimited and
      whether by way of share holding, directorship or employment) and which is
      in competition with GEAC UK.




11    ADMINISTRATION

11.1  There are attached to the Disclosure Letter true and accurate copies of
      the Memorandum and Articles of Association of GEAC UK incorporating all
      amendments made up to and including the date hereof.

11.2  The register of members of GEAC UK contains a true and accurate record of
      the members and all former members of GEAC UK and their holdings of shares
      in the capital of GEAC UK.

11.3  All mortgages charges and debentures by or in favour of GEAC UK to which
      section 395 CA 1985 applies have been registered in accordance with the
      provisions of that section.

11.4  So far as the Vendor is aware no direction has been given to GEAC UK under
      section 28 CA 1985.

11.5  All returns, particulars, resolutions and other documents required to be
      filed with or delivered to the Registrar of Companies and so far as the
      Vendor is aware the Department of Trade and Industry by GEAC UK have been
      correctly and properly prepared and so filed or delivered.

11.6  So far as the Vendor is aware all the accounts books ledgers and financial
      and other material records of whatsoever kind of GEAC UK are held or
      stored in means which are under the exclusive ownership and control of
      GEAC UK or are available to GEAC UK, have so far as the Vendor is aware at
      all times been properly and in all material respects accurately kept and
      completed, and so far as the Vendor is aware record all matters required
      to be entered therein by CA 1985, so far as the Vendor is aware do not
      contain or reflect any material inaccuracies or discrepancies.

12    EFFECT OF THIS AGREEMENT

12.1  So far as the Vendor is aware compliance with the terms of this Agreement
      does not and will not:

      (a)   conflict with or result in a breach of or constitute a default under
            any of the terms, conditions or provisions of any material agreement
            or material instrument to which GEAC UK is a party or any provision
            of the Memorandum or Articles of Association of GEAC UK or any
            material lease, contract, order, judgement, award, injunction or
            regulation or Security Interest by which or to which any material
            asset of GEAC UK is bound or subject; or

      (b)   relieve any person from any material contractual obligation to GEAC
            UK or enable any person to terminate any such obligation or any
            right of GEAC UK or to exercise any material right in respect of
            GEAC UK; or

      (c)   result in the creation, imposition, crystallisation or enforcement
            of any Security Interest on any of the assets of GEAC UK; or




      (d)   result in any present or future indebtedness of GEAC UK becoming due
            or capable of being declared due and payable prior to its stated
            maturity

and "material" shall mean for the purposes of this paragraph 12.1 such matter
which would give rise to a single claim for a breach of paragraph 12.1 of in
excess of (pound)100,000.



                        PART C - GEAC UK GROUP WARRANTIES

1.       GEAC Financial Information

2.       Position prior to and since Smartstream Business Transfer Date

3.       Debtors and Creditors

4.       Subsidiaries

5.       Real Property

6.       Assets

7.       Insurances

8.       Conduct of Business

9.       Directors and Employees

10.      Business Name

11.      Pensions

12.      Commercial Contracts and Joint Ventures

13.      Unissued Capital

14.      Intellectual Property

15.      Litigation, Offences and Processes

16.      Grants

17.      Special contracts and arrangements

18.      Transactions with Shareholders or Directors

19.      Administration

20.      Competition Matters

21.      Information Technology Systems

22.      Effect of this Agreement





                        PART C - GEAC UK GROUP WARRANTIES

1.    GEAC FINANCIAL INFORMATION

1.1   The GEAC Financial Information has been prepared on the basis of the
      Smartstream Business being a division of GEAC UK. As a division of GEAC
      UK, the Smartstream Business is subject to cost allocations for shared
      facilities and for shared services that may differ from actual costs. GEAC
      UK was prior to the Completion Date a subsidiary of the Vendor. The Vendor
      is a Canadian company and its consolidated financial statements are
      prepared according to accounting principles and policies adopted by that
      company from time to time. On this basis the GEAC Financial Information
      has been prepared consistently for the past three years and presents
      fairly the results of the Smartstream Business' operations for this time
      period.

2.    POSITION PRIOR TO AND SINCE THE SMARTSTREAM BUSINESS TRANSFER DATE

2.1   Prior to the Smartstream Business Transfer Date, the GEAC UK Subsidiary
      was at all times since 1994 dormant within the meaning of CA1985.

2.2   So far as the Vendor is aware, during the period of six months preceding
      the Smartstream Business Transfer Date:

      (a)   the creditors of the Smartstream Business were paid in with the
            ordinary course of the Smartstream Business; and

      (b)   no customer or supplier of the Smartstream Business ceased to trade
            or materially reduced the level of its trading with the Smartstream
            Business.

2.3   So far as the Vendor is aware since the Smartstream Business Transfer
      Date:

      (a)   the creditors of the Smartstream Business have been paid in the
            ordinary course of the Smartstream Business;

      (b)   no customer or supplier of the Smartstream Business has ceased to
            trade or materially reduced the level of its trading with the
            Smartstream Business.

2.4   So far as the Vendor is aware since the Smartstream Business Transfer
      Date, the GEAC UK Subsidiary has not:

      (a)   agreed to acquire any business; or

      (b)   disposed of any of its assets except in the ordinary and normal
            course of business; or

      (c)   incurred any capital commitment.

3.    DEBTORS AND CREDITORS

3.1   Save in respect of GEAC Inter-Company Loan, the GEAC UK Subsidiary has no
      indebtedness other than indebtedness which has arisen in the ordinary
      course and has not agreed to create or permitted to arise any mortgage or
      charge or other Security Interest, except as disclosed in the GEAC
      Financial Information.



3.2   So far as the Vendor is aware the GEAC UK Subsidiary is not owed any
      moneys other than in the ordinary course of business.

3.3   The Smartstream Debtors have not been factored or discounted.

3.4   The GEAC UK Subsidiary has not given any Guarantee.

3.5   Neither the GEAC UK Subsidiary nor GEAC UK is not in default under the
      terms of any borrowing made by it.

4.    SUBSIDIARIES

4.1   The GEAC UK Subsidiary:

      (a)   has never had any subsidiary;

      (b)   has not since its incorporation been a subsidiary of any company
            other than GEAC UK; and

      (c)   holds no shares in the capital of any company.

5.    REAL PROPERTY

5.1   The GEAC UK Properties comprise all the properties occupied for the
      purposes of the Smartstream Business immediately prior to the Smartstream
      Business Transfer Date.

5.2   Neither GEAC UK nor the GEAC UK Subsidiary use or occupy or have any
      interest in any land and/or buildings for the purposes of its business
      other than the GEAC UK Properties.

5.3   The description of the GEAC UK Properties and the particulars of the
      estate owner and present use contained in Part A of schedule 3 are
      correct.

5.4   In this paragraph the expression "THE PRESENT USE" means in respect of
      each of the GEAC UK Properties the present use specified in Part A of
      schedule 3. Save as specified in the Disclosure Letter:

      (a)   GEAC UK has legal title to the GEAC UK Properties;

      (b)   all covenants, restrictions and stipulations which do affect the
            GEAC UK Properties (including covenants contained in Leases under
            which the GEAC UK Properties are held) have been complied with in
            all material respects and no outstanding notice of breach has been
            received;

      (c)   the GEAC UK Subsidiary and/or GEAC UK is in exclusive and undisputed
            occupation of the whole of each of the GEAC UK Properties;

      (d)   save as contemplated by this Agreement the GEAC UK Properties are
            not subject to (or to any agreement to create) any lease, tenancy,
            licence to occupy, mortgage or charge, option or right of
            pre-emption;

      (e)   so far as the Vendor is aware, no party claims the benefit of any
            right, easement, reservation or other privilege or encumbrance in or
            over the GEAC UK Properties adverse to the title or interest of
            either GEAC UK or the GEAC UK Subsidiary or the present use;




      (f)   so far as the Vendor is aware the GEAC UK Properties and all
            buildings thereon and the present use thereof comply in all material
            respects with all relevant Town and Country Planning legislation,
            by-laws and regulations and no consent or approvals obtained
            thereunder are temporary or personal (other than to a GEAC UK Group
            Company) or subject to any conditions which have not been fully
            complied with;

      (g)   so far as the Vendor is aware the GEAC UK Properties each comply in
            all material respects with the Offices Shops and Railway Premises
            Act 1963, the Fire Precautions Act 1971, the Health and Safety at
            Work etc. Act 1974 and all other relevant statutory requirements and
            all orders consents or permissions given thereunder;

      (h)   the GEAC UK Properties comply in all material respects with current
            fire regulations;

      (i)   all title deeds and documents required to prove the title of GEAC UK
            and/or the GEAC UK Subsidiary to the GEAC UK Properties are in the
            possession of or under the control of GEAC UK and/or the GEAC UK
            Subsidiary and have been delivered to the Purchasers' Solicitors.

5.5   GEAC UK has not received any adverse surveyors engineers or other
      professional report in respect of any of the GEAC UK Properties during the
      2 years prior to the date of this agreement in respect of which any
      recommendations remain outstanding

5.6   Replies to enquiries given by the Vendor or the Vendors' Solicitors to
      enquiries raised by the Purchaser or the Purchasers' Solicitors in respect
      of the GEAC UK Subsidiary Properties are true , accurate and complete in
      all material respects.

5.7   Neither the GEAC UK Subsidiary nor GEAC UK has at any time assigned or
      otherwise disposed of any freehold or leasehold property in respect of
      which the GEAC UK Subsidiary or GEAC UK has any continuing liability
      either as original contracting party or by virtue of any direct covenant
      or under an authorised guarantee agreement given on a sale or assignment
      to or from GEAC UK or the GEAC UK Subsidiary or as a surety for the
      obligations or any other person in relation to such property and no claim
      has been made against GEAC UK or the GEAC UK Subsidiary in respect of any
      leasehold property formerly held by it or in respect of which it acted as
      a guarantor nor is any such claim anticipated.

5.8   No notices under the Landlord and Tenant (Covenants) Act 1995 have been
      served on GEAC UK.

6.    ASSETS

6.1   The Smartstream Assets (excluding the Smartstream Intellectual Property)
      are the absolute legal and/or beneficial property of the GEAC UK
      Subsidiary or GEAC UK free from any lease, hire or hire purchase
      agreement, agreement for payment on deferred terms, bill of sale or
      retention of title claim (save those arising by operation of law or in the
      ordinary course of business), mortgage, charge, lien or other encumbrance
      or Security Interest whatsoever. The Smartstream Assets (excluding the
      Smartstream Intellectual Property, the benefit of the Smartstream
      Contracts and the Smartstream Licences) are in the possession or under the
      control of the GEAC UK Subsidiary or GEAC UK and situate at the GEAC UK
      Bristol Property. There are no agreements or arrangements restricting the
      freedom of the GEAC UK Subsidiary and GEAC UK to sell the Smartstream
      Assets (excluding the Smartstream Intellectual Property, the benefit of
      the Smartstream Contracts and the



      Smartstream Licences) or otherwise to use or dispose of the Smartstream
      Assets as it thinks fit.

6.2   No Smartstream Asset (excluding the Smartstream Intellectual Property, the
      benefit of the Smartstream Contracts and the Smartstream Licences) has
      been acquired on terms that property therein does not pass until full
      payment is made or on a sale or return basis.

6.3   Save in respect of the GEAC UK Reorganisation, no Smartstream Asset
      (excluding the Smartstream Intellectual Property, the benefit of the
      Smartstream Contracts and the Smartstream Licences) has been acquired
      other than in the ordinary and normal course of business and at the full
      market values of the assets concerned.

7.    INSURANCES

7.1   Particulars of all insurances maintained by the GEAC UK Group are
      disclosed by the Disclosure Letter ("THE GEAC UK INSURANCES").

7.2   So far as the Vendor is aware, adequate insurances in respect of the
      Smartstream Assets and the Smartstream Business have been maintained up to
      the Completion Date.

7.3   So far as the Vendor is aware (without having made any enquiry of
      insurers, underwriters or brokers) the GEAC UK Insurances are in full
      force and effect and all premiums falling due prior to the Completion Date
      have been paid in respect thereof.

7.4   So far as the Vendor is aware (without having made any enquiry of
      insurers, underwriters or brokers) there are no circumstances which would
      lead to any liability under the GEAC UK Insurances being avoided by the
      insurers or the premiums thereunder being increased.

7.5   There is no claim outstanding under the GEAC UK Insurances and so far as
      the Vendor is aware there are no circumstances likely to give rise to such
      a claim.

8.    CONDUCT OF BUSINESS

8.1   In connection with the Smartstream Business none of any Vendor Group
      Company, GEAC UK nor the GEAC UK Subsidiary has agreed to produce or
      deliver replacement products after the Completion Date or to take back any
      defective products or effect repairs to the same free of charge or
      otherwise not at arm's length rates or issue a credit note or write off or
      reduce indebtedness in respect thereof.

8.2   In connection with the Smartstream Business none of any Vendor Group
      Company, GEAC UK nor the GEAC UK Subsidiary has developed or sold any
      products or supplied any services work or materials which as at the date
      of this Agreement:

      (a)   suffers from a material defect; or

      (b)   does not comply in any material respect with any warranty or
            representation or condition made in respect of the same; or

      (c)   does not comply with all applicable regulations standards and
            requirements in a respect or to an extent which would have a
            material adverse effect on the Smartstream Business as hitherto
            carried on




      and "material" shall mean for the purposes of this paragraph 8.2 and the
      next following paragraph 8.3 any defect or any non-compliance or in
      relation to the next following paragraph 8.3, any claim (as the case may
      be) which would give rise to a single claim for a breach of warranty of in
      excess of (pound)100,000.

8.3   In connection with the Smartstream Business there is no claim against and
      so far as the Vendor is aware there are no circumstances existing which
      are likely to lead to a material claim against either GEAC UK or the GEAC
      UK Subsidiary for:

      (a)   defective products or services; or

      (b)   for breach of any such warranty, representation, regulations,
            standards or requirements as are mentioned in paragraph 8.2 of Part
            C of schedule 7 below; or

      (c)   for delays in delivery or completion of contracts; or

      (d)   for deficiencies of design or performance; or

      (e)   otherwise relating to liability for products or services sold or
            supplied in connection with the Smartstream Business.

8.4   The GEAC UK Subsidiary has obtained all material licences, permissions and
      consents required for the carrying on of the Smartstream Business as
      carried on prior to the Completion Date and such licences, permissions and
      consents are in full force and effect and so far as the Vendors are aware,
      there are no circumstances which indicate that any of such licences,
      permissions or consents are likely to be revoked or not renewed in the
      ordinary course.

8.5   Neither the GEAC UK Subsidiary nor GEAC UK has a branch place of business
      or substantial assets outside the United Kingdom or any permanent
      establishment (as that expression is defined in any relevant Order in
      Council made pursuant to section 788 ICTA 1988) in any country outside the
      United Kingdom.

9.    DIRECTORS AND EMPLOYEES

9.1   All of the Smartstream Employees are employed by the GEAC UK Subsidiary
      and no person other than the Smartstream Employees is now employed or
      engaged as an independent contractor by the GEAC UK Subsidiary or is now
      employed in connection with the Smartstream Business.

9.2   Material particulars of the terms of employment of the Smartstream
      Employees are disclosed in the Disclosure Letter including all material
      terms and conditions of employment (including notice periods) of and all
      remuneration payable and other benefits provided to the Smartstream
      Employees or their dependants or to which they are entitled (whether now
      or in the future and whether legally enforceable or not) including
      (without limitation) details of all profit sharing, incentive, bonus,
      commission or other similar arrangements which relate to the Smartstream
      Employees.

9.3   So far as the Vendor is aware there is no outstanding commitment (whether
      legally binding or not) to increase the remuneration payable or other
      benefits provided to any of the Smartstream Employees and so far as the
      Vendor is aware (and excluding for this purpose Philip Jordan, Martin
      Brown and Michael Johns) no negotiations for any such increase are
      current.




9.4   So far as the Vendor is aware none of the Smartstream Employees has given
      or received notice terminating his employment.

9.5   So far as the Vendor is aware no dispute is subsisting in connection with
      any Smartstream Employee or former employee in relation to the Smartstream
      Business and so far as the Vendor is aware there are no present
      circumstances which are likely to give rise to such a dispute.

9.6   So far as the Vendor is aware, each of each Vendor Group Company, GEAC UK
      and the GEAC UK Subsidiary has in relation to each of the Smartstream
      Employees complied with:

      (a)   all obligations imposed on it by all statutes regulations and
            binding codes of conduct applicable in relation to the Smartstream
            Employees or any trade union and has maintained current adequate and
            suitable records regarding the service and terms and conditions of
            employment of each of the Smartstream Employees as requested by law;

      (b)   all collective agreements recognition agreements and customs and
            practices for the time being dealing with such relations or the
            conditions of service of the Smartstream Employees;

      (c)   all relevant orders and awards made under any relevant statute
            regulation or binding code of conduct and practice affecting the
            conditions of service of the Smartstream Employees; and

      (d)   all recommendations made by the Advisory Conciliation and
            Arbitration Service and all awards and declarations made by the
            Central Arbitration Committee.

9.7   Within a period of one year preceding the date hereof, the GEAC UK
      Subsidiary has not:

      (a)   given notice of any redundancies to the Secretary of State or
            started consultations with any independent trade union or unions or
            employee representation under the provisions of Chapter II of Part
            IV of the Trade Union and Labour Relations (Consolidation) Act 1992
            nor has GEAC UK Subsidiary failed to comply with any such obligation
            under the said provisions; or

      (b)   save in relation to the GEAC UK Reorganisation been a party to any
            relevant transfer as defined in the Transfer of Undertakings
            (Protection of Employment) Regulations 1981 nor has the GEAC UK
            Subsidiary failed to comply with any duty to inform and consult any
            independent trade unions or employee representatives under those
            Regulations.

9.8   So far as the Vendor is aware no person is a shadow director of the GEAC
      UK Subsidiary within the meaning of section 741(2) CA 1985.

10.   BUSINESS NAME

10.1  The Smartstream Business is not carried on, and has not in the past three
      years been carried on, under any name other than the Smartstream Business
      Names.



11.   PENSIONS

11.1  Other than the GEAC UK Scheme there are no agreements, arrangements,
      customs or practices (whether legally enforceable or not) in operation at
      the date hereof for the payment of or contribution towards any pensions,
      lump sums or other like benefits on retirement or on death or during
      periods of sickness or disablement for the benefit of any of Smartstream
      Employees or directors or former employees or former directors (together
      called for the purposes of this paragraph 11.1, Smartstream Pensions
      Employees) or for the benefit of dependants of any of those persons nor so
      far as the Vendor is aware has any proposal to establish any such
      agreement or arrangement been announced.

11.2  Full details of the GEAC UK Scheme has been given to Newco 1 in the form
      of:

      (a)   copies of all trust deed and rules governing or relating to the
            Smartstream Pension Employees;

      (b)   copies of all current booklets, announcements and other explanatory
            literature issued to the Smartstream Pensions Employees who are
            members of the GEAC UK Scheme;

      (c)   a list of Smartstream Pension Employees who are members of the GEAC
            UK Scheme at Completion.

11.3  All benefits (other than refunds of contributions) payable under the GEAC
      UK Scheme on the death of a member who is a Smartstream Pensions Employee
      or during periods of sickness or disability of such a member are fully
      insured under a policy effected with an insurance company of good repute
      and each such member has been covered for such insurance by such insurance
      company at its normal rates and on its normal terms for persons in good
      health and all insurance premiums payable have been paid.

11.4  There are no actions, suits or claims (other than routine claims for
      benefits) outstanding, pending or threatened against GEAC UK in respect of
      any act, event, omission or other matter arising out of or in connection
      with the GEAC UK Scheme, and all liabilities of GEAC UK and the GEAC UK
      Subsidiary in respect of any costs, fees and expenses in relation to the
      GEAC UK Scheme (whether or not already invoiced) will have been met by
      Completion.

11.5  In relation to the GEAC UK Scheme:

      (a)   the current rates of all contributions in respect of the Smartstream
            Pensions Employees have been disclosed and there are not at the date
            hereof any contributions thereto from or in respect of Smartstream
            Pensions Employees or other payments which have fallen due but are
            unpaid;

      (b)   the current rates of all contributions in respect of Smartstream
            Pensions Employees have been disclosed and are in accordance with
            the documents referred to in warranties 11.2 (a) and 11.2 (b) above
            and no promise has been made to any Smartstream Pension Employee of
            employer contributions in excess of the rates disclosed.

      (c)   employer and employee contributions in respect of the Smartstream
            Pensions Employees have been made promptly at the time that they
            were due;




      (d)   the GEAC UK Scheme is a money purchase scheme (as defined in section
            181(1) Pension Schemes Act 1993) and the benefits payable under the
            GEAC UK Scheme whether immediate, prospective or contingent, are
            solely the benefits which can be provided by the funds available for
            each member under the GEAC UK Scheme.

11.6  The GEAC UK Scheme is either approved by the Commissioners of Inland
      Revenue as an exempt approved scheme for the purposes of Part XIV Chapter
      I ICTA 1988 or is capable of receiving such approval and so far as the
      Vendor is aware there are no circumstances which might give the Inland
      Revenue reason to withdraw or withhold such approval.

11.7  The GEAC UK Scheme is a contracted-out scheme for the purposes of the
      Pension Schemes Act 1993 and has been administered in accordance with the
      contracting-out requirements of Part III of the Act.

11.8  The GEAC UK Scheme does not distinguish between male and female members
      (except in relation to maternity) in the provision of benefits relating to
      periods of pensionable service after 17th May 1990 and no adverse
      alteration has been made to benefits already accrued at the date of
      announcing changes designed to equalise benefits.

11.9  The GEAC UK Scheme has not at any time excluded employees from eligibility
      for membership on the grounds of specified hours of work.

11.10 There are no circumstances which could result in any penalty under the
      Pensions Act 1995 becoming payable by GEAC UK.

11.11 GEAC UK is the principal employer and the only participating employer in
      the GEAC UK Scheme.

12.   COMMERCIAL CONTRACTS AND JOINT VENTURES

12.1  There are annexed to the Disclosure Letter true complete and up-to-date
      copies of all documentation relevant to each of the material Smartstream
      Supply Contracts, material Smartstream Finance Agreements, material
      Smartstream Licences and there has been no amendment or addition thereto,
      whether express or implied, not contained in such documentation.

12.2  No Smartstream Customer Contract is on terms materially different from the
      templates annexed to the Disclosure Letter.

12.3  So far as the Vendor is aware none of the Smartstream Contracts:

      (a)   is likely to result in a loss in excess of (pound)100,000 to the
            GEAC UK Subsidiary upon completion of performance or fulfilment of
            the GEAC UK Subsidiary's obligations under the relevant Smartstream
            Contract; or

      (b)   is dependant upon the guarantee or security of any person; or

      (c)   involved the giving of any gift, bribe or inducement in relation
            thereto; or

      (d)   is outside the ordinary course of the Smartstream Business

12.4  None of GEAC Canada, any Vendor Group Company, GEAC UK, the GEAC UK
      Subsidiary nor so far as the Vendor is aware any third party is in breach
      of any of its





      obligations under the Smartstream Contracts and so far as the Vendor is
      aware there are no circumstances likely to give rise to any such breach.

12.5  So far as the Vendor is aware no event or omission has occurred which
      would entitle GEAC Canada, any Vendor Group Company, GEAC UK or the GEAC
      UK Subsidiary or any third party to terminate prematurely any of the
      Smartstream Contracts.

12.6  So far as the Vendor is aware no offer tender or the like relating to the
      Smartstream Business which is capable of being converted into an
      obligation of GEAC Canada, any Vendor Group Company, GEAC UK or the GEAC
      UK Subsidiary by an acceptance or other act of some other person is
      outstanding.

12.7  GEAC UK has no outstanding obligation in relation to, and is not currently
      a party to any distribution, agency, joint venture, consortium or
      partnership arrangement or a member of any unincorporated association.

12.8  No power of attorney or other authority, express, implied or ostensible
      (other than in respect of a current director) is still outstanding or
      effective for any person to enter into any contract or commitment to do
      anything in connection with the GEAC UK Subsidiary or the Smartstream
      Business other than the authority of Smartstream Employees to enter into
      routine trading contracts in the normal course of their duties.

13.   UNISSUED CAPITAL

13.1  There are no agreements or instruments in force which require or confer
      the right (conditionally or unconditionally) to require the issue of any
      share or loan capital of GEAC UK Subsidiary now or at any time in the
      future nor are there any agreements restrictions or obligations entered
      into by or binding on the GEAC UK Subsidiary as to its unissued share or
      loan capital.

14.   INTELLECTUAL PROPERTY

14.1  Neither the GEAC UK Subsidiary nor GEAC UK makes use of any processes nor
      is engaged in any activities which involve the misuse of any confidential
      information belonging to any third party.

14.2  Details of all arrangements under which Smartstream Confidential
      Information belonging to any third party is made available to GEAC UK
      Group are attached to the Disclosure Letter. So far as the Vendor is
      aware, all such agreements and arrangements are in full force and effect
      and the GEAC UK Group is not in breach of any such agreement or
      arrangement and is not aware of the existence of any circumstances under
      which its right to use such the Smartstream Confidential Information may
      be terminated.

14.3  The Vendor is not aware of any actual, alleged or threatened misuse by any
      person of any of the Smartstream Confidential Information. The Smartstream
      Confidential Information has not been disclosed to any person except where
      such disclosure was properly made in the normal course of business. There
      is no current or so far as the Vendor is aware threatened breach of any
      such agreement by any of the other contracting parties thereto.

14.4  The GEAC UK Subsidiary is either:




      (a)   the sole unencumbered legal and beneficial owner, capable of
            transferring with full title guarantee, and, where registered, the
            sole registered proprietor; or

      (b)   a validly licensed licencee;

      of all the Smartstream Intellectual Property.

14.5  Without prejudice to paragraph 14.4 of Part C of schedule 7 above, the
      GEAC UK Subsidiary is the sole unencumbered legal and beneficial owner
      capable of transferring with full title guarantee all the Intellectual
      Property Rights in the GEAC Restricted Products.

14.6  Full and accurate details of all licences permissions consents or waivers
      of any of the Smartstream Intellectual Property (except in respect of
      third party proprietary software contained therein) are disclosed by the
      Disclosure Letter.

14.7  No item referred to in paragraph 14.6 of Part C of schedule 7 above is
      currently threatened with termination by the other party to it or is
      likely to become subject to termination by virtue of this transaction or
      the GEAC UK Reorganisation and no party thereto is in breach of the terms
      of any of such items as at Completion.

14.8  The GEAC UK Subsidiary does not require any Intellectual Property Rights
      other than the Smartstream Intellectual Property in order to use all
      processes employed by it in the Smartstream Business nor to develop, use
      and sell the products and services which result from those processes nor
      otherwise to carry on the Smartstream Business.

14.9  None of the Smartstream Intellectual Property has been wrongfully or
      unlawfully acquired by the GEAC UK Subsidiary. So far as the Vendor is
      aware complete and accurate copies of all material documentation by which
      the GEAC UK Subsidiary acquired from any third party ownership of such of
      the Smartstream Intellectual Property as is registered are attached to the
      Disclosure Letter and no claim under any warranty contained in such
      documentation has been made or intimated nor are there any grounds on
      which any such claim could be made.

14.10 All contracts or arrangements for the disclosure of the Smartstream
      Intellectual Property to third parties are substantially on the terms of
      GEAC Group standard forms of contract appended to the Disclosure Letter.

14.11 The material particulars as to registration of (and applications to
      register) the registered Smartstream Intellectual Property, including
      priority and renewal dates, are disclosed in the Disclosure Letter.

14.12 Neither the validity or subsistence of the Smartstream Intellectual
      Property, nor the GEAC UK Subsidiary's right, title and interest in the
      Smartstream Intellectual Property, is the subject of any current, pending
      or known threatened challenge, claim or proceedings, including for
      opposition, cancellation, revocation or rectification.

14.13 So far as the Vendor is aware, all renewal fees regarding the Smartstream
      Intellectual Property due on or before Completion have been paid in full.

14.14 All Intellectual Property Rights in the Smartstream Intellectual Property
      were fully and effectively transferred to GEAC UK by the inventors and
      developers of such rights including without limitation employees.





14.15 None of the Smartstream Intellectual Property is currently being infringed
      or used without authorisation by any third party nor has such infringement
      or unauthorised use been threatened.

14.16 The carrying on of the Smartstream Business does not infringe any
      Intellectual Property Rights belonging to any third party.

14.17 No claim under Sections 39 to 43 of the Patent Act 1977 or its equivalent
      in any applicable territory has been made and no assertion of any rights
      under Chapter IV of the Copyright Design and Patent Act 1988 or its
      equivalent in any applicable territory has been made in respect of any of
      the Intellectual Property.

15.   LITIGATION, OFFENCES AND PROCESSES

15.1  The GEAC UK Subsidiary is not party to any litigation (whether criminal or
      civil), arbitration, reference of any dispute or disagreement to an expert
      or any alternative dispute resolution process pursuant to any binding
      obligation on the GEAC UK Subsidiary and so far as the Vendor is aware
      there are no facts or circumstances likely to give rise to such
      litigation, arbitration, reference or any alternative dispute resolution
      process.

15.2  No undischarged injunction has been granted against the GEAC UK Subsidiary
      and the GEAC UK Subsidiary has given no formal undertaking which remains
      outstanding or unfulfilled to any Court or to any third party arising out
      of any legal proceedings.

15.3  No order has been made or petition served or resolution passed for the
      winding up of the GEAC UK Subsidiary nor, so far as the Vendor is aware,
      has any person threatened to present such a petition or convened or
      threatened to convene a meeting of the GEAC UK Subsidiary to consider a
      resolution to wind up the GEAC UK Subsidiary; no distress or execution has
      been levied on any asset of the GEAC UK Subsidiary nor so far as the
      Vendor is aware, has any person threatened any such distress or execution;
      so far as the Vendor is aware no person has appointed or threatened to
      appoint a receiver of the GEAC UK's Subsidiary business or assets or any
      part thereof; so far as the Vendor is aware there is no unfulfilled or
      unsatisfied judgement or court order outstanding against the GEAC UK
      Subsidiary.

15.4  So far as the Vendor is aware there has been no material violation by the
      GEAC UK Subsidiary and/or any of its officers of any Official Requirement
      of the United Kingdom, the European Communities or any local laws of any
      other jurisdiction or any ruling penalty or sanction.

16.   GRANTS

16.1  Neither the GEAC UK Subsidiary nor GEAC UK have done or omitted to do or
      agreed to do or to omit to do anything as a result of which all or any
      part of any investment or other grant or employment subsidy or similar
      payment made or due to be made to the GEAC UK Subsidiary is or may be
      liable to be repaid, forfeited or withheld in whole or in part.

17.   SPECIAL CONTRACTS AND ARRANGEMENTS

17.1  So far as the Vendor is aware particulars of all agreements, practices and
      arrangements to which GEAC UK or GEAC UK Subsidiary is a party which are
      registerable with the Director-General of Fair Trading in the United
      Kingdom or




      with the Directorate-General for Competition at the Commission of the
      European Communities (as the case may be) have been correctly registered.

17.2  The GEAC UK Subsidiary has not at any time:

      (a)   repaid, redeemed or purchased or agreed to repay, redeem or purchase
            any shares of any class of its share capital or otherwise reduced or
            agreed to reduce its issued share capital or any class thereof; or

      (b)   directly or indirectly provided any financial assistance (as defined
            for the purpose of section 151 CA 1985) for the purpose of the
            acquisition of shares of the GEAC UK Subsidiary or any holding
            company of the GEAC UK Subsidiary or for the purpose of reducing or
            discharging any liability incurred in any such acquisition whether
            pursuant to section 155 CA 1985 or otherwise; or

      (c)   capitalised or agreed to capitalise in the form of shares,
            debentures or other securities or in paying up any amounts unpaid on
            any shares debentures or other securities any profits or reserves of
            any description or passed or agreed to pass any resolutions to do
            so.

18.   TRANSACTIONS WITH SHAREHOLDERS OR DIRECTORS

18.1  No transactions, contracts or legally binding arrangements have been
      entered into to which the GEAC UK Subsidiary is a party:

      (a)   in which a shareholder in or director of the GEAC UK Subsidiary or
            any person connected with a shareholder in or director of the GEAC
            UK Subsidiary has been interested whether directly or indirectly; or

      (b)   which fall within the definition of "transaction with a related
            party" contained in Chapter 11 of the Listing Rules published by The
            London Stock Exchange.

18.2  So far as the Vendor is aware (save for expenses and claims arising in the
      ordinary course of business) no monies are owed by the GEAC UK Subsidiary
      to any director of the GEAC UK Subsidiary or GEAC UK or to any person
      connected with any such director or to any company or partnership in which
      any such director are directly or indirectly interested other than as
      holders of listed securities.

18.3  So far as the Vendor is aware the GEAC UK Subsidiary has no debts owed to
      it by its directors any Vendor Group Company (or by a person connected
      with any such director or any such company) or by any company in which the
      directors of any such company are directly or indirectly interested (other
      than as holders of listed securities) nor does any such company.

18.4  No Vendor Group Company has any interest in any partnership or company
      (whether limited or unlimited and whether by way of share holding,
      directorship or employment) other than any Target which is in competition
      with the GEAC UK Subsidiary.

19.   ADMINISTRATION

19.1  There are attached to the Disclosure Letter true and accurate copies of
      the Memorandum and Articles of Association of the GEAC UK Subsidiary
      incorporating all amendments made up to and including the date hereof.



19.2  The register of members of the GEAC UK Subsidiary contains a true and
      accurate record of the members and all former members of the GEAC UK
      Subsidiary and their holdings of shares in the capital of the GEAC UK
      Subsidiary.

19.3  All mortgages charges and debentures by or in favour of the GEAC UK
      Subsidiary to which section 395 CA 1985 applies have been registered in
      accordance with the provisions of that section.

19.4  So far as the Vendor is aware no direction has been given to the GEAC UK
      Subsidiary under section 28 CA 1985.

19.5  All returns, particulars, resolutions and other documents required to be
      filed with or delivered to the Registrar of Companies and so far as the
      Vendor is aware the Department of Trade and Industry by the GEAC UK
      Subsidiary have been correctly and properly prepared and so filed or
      delivered.

19.6  So far as the Vendor is aware all the books of account, ledgers and
      financial and other records of whatsoever kind which relate to the GEAC UK
      Subsidiary (including without limitation those which relate to the
      Smartstream Assets and the Smartstream Business):

      (a)   have been kept or stored in accordance with all relevant
            requirements of the Data Protection Act 1984 and 1998;

      (b)   have at all times been properly and in all material respects
            accurately made up kept and completed; and

      (c)   record all material matters which would normally be required to be
            entered therein; and

      (d)   record all matters required to be entered therein by CA1985; and

      (e)   do not contain or reflect any material inaccuracies or
            discrepancies; and

      (f)   in the case of those solely relating to the Smartstream Assets and
            the Smartstream Business, accurately reflected and represented as at
            the Smartstream Business Transfer Date and gave and reflected a fair
            view of the assets and liabilities (including contingent
            liabilities); and

      (g)   include all documents of title relating to the Smartstream Assets
            and all such documents, together with the executed copies of all the
            Smartstream Contracts which have been reduced to writing; and

      (h)   are held or stored in means which are under the exclusive ownership
            and control of the GEAC UK Subsidiary or GEAC UK or are available to
            the GEAC UK Subsidiary.

20.   COMPETITION MATTERS

20.1  So far as the Vendor is aware, neither the GEAC UK Subsidiary nor GEAC UK
      is or has been party to, or concerned in any agreement, arrangement,
      understanding or concerted practice, or any other conduct or practice
      (unilateral or otherwise) which:

      (a)   constitutes a breach of any relevant undertaking, order, assurance
            or other measure taken under the Fair Trading Act 1973, the RTPA
            1976, or the Competition Act 1980; or




      (b)   contravenes Chapter I of the Competition Act 1998 or constitutes an
            abuse of a dominant position contrary to Chapter II of that Act; or

      (c)   infringes Article 81 or 82 of the Treaty of Rome; or

      (d)   infringes any competition, anti-trust or equivalent legislation of
            any other jurisdiction in which the business of GEAC UK or the GEAC
            UK Subsidiary is carried on; or

      (e)   constitutes a breach of any term or condition of any licence,
            authorisation, appointment, code or similar instrument applicable to
            the GEAC UK Subsidiary and its' business;

20.2  Neither the GEAC UK Subsidiary nor GEAC UK is and has been subject to any
      investigation, request for information, notice or other communication
      (whether formal or informal) by any court, governmental or regulatory
      authority pursuant to any of the laws referred to in paragraph 20.1;

21.   INFORMATION TECHNOLOGY SYSTEMS

21.1  So far as the Vendor is aware accurate copies of all the agreements
      required to use, support, maintain and/or develop all components of the
      Smartstream Computer Systems (including all licences, development,
      agreements, software maintenance and support agreements, hardware
      maintenance agreements, source code escrow agreements and disaster
      recovery agreements) are attached to the Disclosure Letter.

21.2  So far as the Vendor is aware, none of any Vendor Group Company, GEAC UK
      nor the GEAC UK Subsidiary has breached any of its obligations under any
      of the agreements referred to in paragraph 21.1 of Part C of schedule 7
      above and those agreements all remain in full force and effect as at
      Completion and no notice has been served by any party to terminate any of
      those agreements.

21.3  So far as the Vendor is aware, save as stated in the agreements referred
      to in paragraph 21.1 of Part C of schedule 7 above, the GEAC UK Subsidiary
      is not restricted in any way in using the Smartstream Computer Systems
      (whether by way of a technical device or otherwise).

21.4  The GEAC UK Subsidiary has exclusive control of the operation of the
      Smartstream Computer Systems and of the storage, processing and retrieval
      of all data stored on the Smartstream Computer Systems and any
      Intellectual Property Rights in such data are owned solely by the GEAC UK
      Subsidiary.

21.5  All Intellectual Property Rights in the Smartstream Developed Software are
      owned by the GEAC UK Subsidiary and the GEAC UK Subsidiary has in its
      possession an up-to-date, useable and complete copy of the source code for
      all Smartstream Developed Software together with copies of all
      programmer's commentaries and technical documentation required to allow
      the continuing maintenance and development of that software in connection
      with the Smartstream Business.

21.6  The Smartstream Developed Software performs the functions for what it was
      intended in connection with products sold and services supplied in
      connection with the Smartstream Business.

21.7  The Smartstream Computer Systems have operated without material errors and
      without downtime exceeding ten (10) hours in aggregate or for any
      individual period of more that one (1) hour for the two (2) years
      immediately prior to Completion.




21.8  The Smartstream Computer Systems have been satisfactorily maintained in
      accordance with the maintenance agreements attached to the Disclosure
      Letter or otherwise in accordance with good business practice.

21.9  The GEAC UK Subsidiary is using the most recent version of all Smartstream
      Third Party Systems Software.

21.10 If any person providing maintenance or support services for the
      Smartstream Third Party Systems Software ceases or is unable to do so by
      reason of breach or insolvency on the part of such provider the GEAC UK
      Subsidiary has all necessary rights to obtain free of charge the source
      code to the relevant software and all related technical and other
      information required to maintain and support that software together with
      the right to use, or to allow a third party to use, the same for the
      purpose of carrying out such maintenance and support.

21.11 So far as the Vendor is aware, the GEAC UK Subsidiary has adequate copies
      of all user manuals, technical documentation and any other documentation
      required to operate, maintain and support the Smartstream Computer Systems
      and is fully licensed to use the same for those purposes.

21.12 The Smartstream Computer Systems have adequate functionality for the
      current needs of the Smartstream Business as carried on prior to the
      Completion Date and, in particular, are sufficient to create the
      Smartstream Developed Software and GEAC UK Restricted Products and allow
      the provision of the GEAC UK Restricted Services to the standards required
      by the contracts under which the GEAC UK Restricted Services are supplied.

21.13 Disaster recovery plans are in effect to ensure that any part of the
      functionality of the Smartstream Computer Systems which is critical to the
      GEAC UK Subsidiary can be replaced or substituted within twenty-four (24)
      hours in the event of damage to, or destruction of, some or all of the
      Smartstream Computer Systems and those plans have been successfully tested
      in the twelve (12) months prior to Completion.

21.14 There are in place procedures to ensure internal and external security of
      the Smartstream Computer Systems, including procedures for taking and
      storing on-site and off-site back-up copies of computer programs and data,
      for preventing introduction of viruses into the Smartstream Computer
      Systems and for the protection of security of data stored on the
      Smartstream Computer Systems.

21.15 As at the Completion Date, there are sufficiently technical competent and
      trained employees employed by the GEAC UK Subsidiary to ensure proper
      handling, operation, monitoring and use of the Smartstream Computer
      Systems.

21.16 So far as the Vendor is aware all of the Smartstream Developed Software,
      the Smartstream Third Party Systems Software, the GEAC UK Restricted
      Products, the GEAC UK Restricted Services and the Smartstream Computer
      Systems are, and have been fully tested to be EMU Compliant and Date
      Compliant.

21.17 So far as the Vendor is aware, neither the performance, accuracy nor
      functionality of the Smartstream Third Party Systems Software, the GEAC UK
      Restricted Products, the GEAC UK Restricted Services and the Smartstream
      Computer Systems has been, is or will be adversely affected by any date
      values which may reasonably be imputed into and/or used by the Smartstream
      Computer Systems.

21.18 The Smartstream Computer Systems have not been used to hold or process
      data in any manner that contravenes the Data Protection Acts 1984 or 1998.



22.   EFFECT OF THIS AGREEMENT

22.1  So far as the Vendor is aware, compliance with the terms of this Agreement
      does not and will not:

      (a)   conflict with or result in a breach of or constitute a default under
            any of the terms, conditions or provisions of any material agreement
            or material instrument to which GEAC UK Subsidiary is a party or any
            provision of the Memorandum or Articles of Association of the GEAC
            UK Subsidiary or any material lease, contract, order, judgement,
            award, injunction or regulation or Security Interest by which or to
            which any material asset of the GEAC UK Subsidiary is bound or
            subject; or

      (b)   relieve any person from any obligation to the GEAC UK
            Subsidiary(whether contractual or otherwise) or enable any person to
            determine any such obligation or any right or benefit enjoyed by the
            GEAC UK Subsidiary or to exercise any right whether under an
            agreement with or otherwise in respect of the GEAC UK Subsidiary; or

      (c)   result in the creation, imposition, crystallisation or enforcement
            of any encumbrance whatsoever on any of the assets of the GEAC UK
            Subsidiary; or

      (d)   result in any present or future indebtedness of the GEAC UK
            Subsidiary becoming due or capable of being declared due and payable
            prior to its stated maturity

      and "material" shall mean for the purposes of this paragraph 22.1, such
      matter which would give rise to a single claim for a breach of paragraph
      22.1 of in excess of (pound)100,000



                          PART D - GEAC GMBH WARRANTIES

1        GEAC GmbH

2        Management Data Financial Information

3        Subsidiaries

4        Real Property

5        Insurances

6        Conduct of Business

7        Competition Matters

8        Pensions

9        Effect of this Agreement



                          PART D - GEAC GmbH WARRANTIES

1     GEAC GmbH

1.1   All the GEAC GmbH Sale Shares are fully paid or are properly credited as
fully paid and the Vendor is the sole legal and beneficial owner of the entire
issued share capital of GEAC GmbH as set out against the Vendor's name in column
(d) of Part B of schedule 1 free from all Security Interests, claims or other
third party rights (including rights of the pre-emption) of any nature
whatsoever.

2     MANAGEMENT DATA FINANCIAL INFORMATION

2.1   The Management Data Financial Information has been prepared consistently
for the past three years and in all material respects presents fairly the
results of the operations of the Management Data Business in respect of the
relevant periods of time.

2.2   Other than liabilities and commitments which are not exceptional in nature
and have been incurred in the ordinary course of its business, GEAC GmbH has no
liabilities or commitments actual, contingent (including contingent liabilities
for taxation) or disputed.

2.3   GEAC GmbH was incorporated on 6 April 2000 for the purpose of acquiring
assets and assuming liability relating to the Management Data Business and has
carried out no activities other than acquiring and carrying on and restructuring
such business.

2.4   GEAC GmbH has not agreed to create or permitted to arise any mortgage or
charge or other Security Interest.

2.5   GEAC GmbH is not owed any moneys other than in the ordinary course of
business.

2.6   GEAC GmbH has not factored or discounted any of its debts (including the
Management Data Debtors).

2.7   GEAC GmbH has not given any Guarantee or entered into any contract of
suretyship or agreement for the postponement of debt (or security therefor) or
for lien or set-off.

2.8   GEAC GmbH is not in default under the terms of any borrowing made by it.

3     SUBSIDIARIES

3.1   GEAC GmbH:

      (a)   has never had any subsidiary;

      (b)   has not since its incorporation been a subsidiary of any company
            other than the Vendor; and

      (c)   holds no shares in the capital of any company.





4     REAL PROPERTY

4.1   GEAC GmbH Properties comprise all the properties occupied by Management
Data for the purposes of the Management Data Business immediately prior to the
Management Data Business Transfer Date.

4.2   Neither GEAC GmbH nor the Management Data Subsidiaries use or occupy or
have any interest in any land and/or buildings for the purposes of its business
other than GEAC GmbH Properties.

4.3   The description of GEAC GmbH Properties and the particulars of the estate
owner contained in schedule 3 are correct in all material respects.

4.4   In this paragraph the expression "THE PRESENT USE" means in respect of
each of GEAC GmbH Properties the present use as offices. Save as specified in
the Disclosure Letter and so far as the Vendor is aware:

      (a)   all covenants, restrictions and stipulations which affect the GEAC
            GmbH Properties (including covenants contained in Leases under which
            GEAC GmbH Properties are held) have been complied with in all
            material respects;

      (b)   GEAC GmbH is in exclusive and undisputed occupation of the whole of
            each of GEAC GmbH Properties in all material respects;

      (c)   save as contemplated by this Agreement, GEAC GmbH Properties are not
            subject to (or to any agreement to create) any lease, tenancy,
            licence to occupy, mortgage or charge, option or right of
            pre-emption;

      (d)   no party claims the benefit of any right, easement, reservation or
            other privilege or encumbrance in or over GEAC GmbH Properties
            adverse to the title or interest of GEAC GmbH or the present use in
            all material respects;

      (e)   the present use of the GEAC GmbH Properties comply in all material
            respects with all relevant planning legislation, by-laws and
            regulations.

5     INSURANCES

5.1   Particulars of all insurances maintained by GEAC GmbH are disclosed by the
Disclosure Letter ("THE GEAC GmbH INSURANCES")

5.2   So far as the Vendor is aware, adequate insurances in respect of the
Management Data Assets and the Management Data Business have been maintained
from the Management Data Business Transfer Date to the Completion Date.

5.3   So far as the Vendor is aware (without having made any enquiry of
insurers, underwriters or brokers), all such insurances are in full force and
effect and all premiums falling due prior to the Completion Date have been paid
in respect thereof.



5.4   So far as the Vendor is aware (without having made any enquiry of
insurers, underwriters or brokers), there are no circumstances which would lead
to any liability under such insurances being avoided by the insurers or the
premiums thereunder being increased.

5.5   There is no claim outstanding under any such insurances and so far as the
Vendor is aware there are no circumstances likely to give rise to such a claim.

6     CONDUCT OF BUSINESS

6.1   So far as the Vendor is aware after Completion whether by reason of an
existing agreement or arrangement or as a result of the acquisition of the GEAC
GmbH Sale Shares by Newco 2 or otherwise:

      (a)   no supplier of GEAC GmbH will cease supplying GEAC GmbH or
            substantially to reduce its supplies to GEAC GmbH;

      (b)   no customer of GEAC GmbH will cease to deal with GEAC GmbH or
            substantially to reduce its existing level of business with GEAC
            GmbH;

      (c)   no officer or senior employee of GEAC GmbH will leave his office or
            employment.

7     COMPETITION MATTERS

7.1   So far as the Vendor is aware, GEAC GmbH is or has not been party to, or
concerned in any agreement, arrangement, understanding or connected practice, or
any other conduct or practice (unilateral or otherwise) which:

      (a)   infringes Article 81 or 82 of the Treaty of Rome; or

      (b)   infringes any competition, anti-trust or equivalent legislation of
            any other jurisdiction in which the business of GEAC GmbH is carried
            on;

      (c)   constitutes a breach of any term or condition of any licence,
            authorisation, appointment, code or similar instrument applicable to
            GEAC GmbH and its business;

7.2   GEAC GmbH is not and has not been subject to any investigation, request
for information, notice or other communication (whether formal or informal) by
any court, governmental or regulatory authority pursuant to any of the laws
referred to in paragraph 7.1 of Part D of schedule 7 above provided always that
the Warranties in this paragraph 7 shall not relate to any matter arising out of
or in connection with the Management Data Agreement.

8     PENSIONS

8.1   There are no agreements, arrangements, customs or practices (whether
legally enforceable or not) in operation at the date hereof for the payment of
or contribution towards any pensions, lump sums or other like benefits on
retirement or on death or during periods of




sickness or disablement for the benefit of any of GEAC GmbH employees or
directors or former employees or former directors or for the benefit of
dependants of any of those persons nor has any proposal to establish any such
agreement been announced.

9     EFFECT OF THIS AGREEMENT

9.1   So far as the Vendor is aware, compliance with the terms of this Agreement
does not and will not conflict with or result in a breach of or constitute a
default under any of the terms, conditions or provisions of any material
agreement or material instrument to which GEAC GmbH is a party or any provision
of the Memorandum or Articles of Association of GEAC GmbH or any material lease,
contract, order, judgement, award, injunction, regulation or other Security
Interest to which any asset of GEAC GmbH is bound or subject and "material" for
the purposes of this paragraph 9.1 shall mean such matter which would give rise
to a single claim for a breach of paragraph 9.1 in excess of (pound)100,000.




                PART E - MANAGEMENT DATA SUBSIDIARIES WARRANTIES

1        The Vendor

2        Management Data Subsidiary Accounts

3        Debtors and Creditors

4        Management Data Subsidiary Subsidiaries

5        Real Property

6        Insurances

7        Conduct of Business

8        Pensions

9        Effect of this Agreement





                PART E - MANAGEMENT DATA SUBSIDIARIES WARRANTIES

1     THE VENDOR

1.1   All the Management Data Subsidiary Sale Shares are fully paid or are
properly credited as fully paid and the Vendor is the sole legal and beneficial
owner of the entire issued share capital of the Management Data Subsidiary set
against the Vendor's name in column (d) of Part 2 of schedule 1 free from all
Security Interests, claims or other third party rights (including rights of the
pre-emption) of any nature whatsoever.

2     MANAGEMENT DATA SUBSIDIARY ACCOUNTS

2.1   So far as the Vendor is aware, the Management Data Subsidiary Accounts
comply with all relevant legislation and have been prepared in accordance with
generally accepted accounting conventions, policies, principles and practices
consistently applied.

2.2   Other than liabilities and commitments which are not exceptional in nature
and have been incurred in the ordinary course of its business, the Management
Data Subsidiary has no liabilities or commitments actual, contingent (including
contingent liabilities for taxation) or disputed.

3     DEBTORS AND CREDITORS

3.1   The Management Data Subsidiary has not agreed to create or permitted to
arise any mortgage or charge or other Security Interest.

3.2   The Management Data Subsidiary is not owed any moneys other than in the
ordinary course of business.

3.3   The Management Data Subsidiary has not factored or discounted any of its
debts.

3.4   The Management Data Subsidiary has not given any Guarantee or entered into
any contract of suretyship or agreement for the postponement of debt (or
security therefor) or for lien or set-off.

3.5   The Management Data Subsidiary is not in default under the terms of any
borrowing made by it.

4     MANAGEMENT DATA SUBSIDIARY SUBSIDIARIES

4.1   The Management Data Subsidiary:

      (a)   has never had any subsidiary;

      (b)   has not since its incorporation been a subsidiary of any other
            company other than Management Data GmbH or the Vendor; and

      (c)   holds no shares in the capital of any other company.



5     REAL PROPERTY

5.1   The Management Data Subsidiary does not use or occupy or have any interest
in any land and/or buildings for the purposes of its business other than the
Management Data Subsidiary Properties.

5.2   The description of the Management Data Subsidiary Properties and the
particulars of the estate owner contained in schedule 3 are correct in all
material respects.

5.3   In this paragraph the expression "THE PRESENT USE" means in respect of
each of the Management Data Subsidiary Properties the present use specified in
schedule 3 as offices. Save as specified in the Disclosure Letter and so far as
the Vendor is aware:

      (a)   all covenants, restrictions and stipulations which affect the
            Management Data Subsidiary Properties (including covenants contained
            in leases under which the Management Data Subsidiary Properties are
            held) have been complied with in all material respects;

      (b)   the Management Data Subsidiary is in exclusive and undisputed
            occupation of the whole of each of the Management Data Subsidiary
            Properties in all material respects;

      (c)   save as contemplated by this Agreement, the Management Data
            Subsidiary Properties are not subject to (or to any agreement to
            create) any lease, tenancy, licence to occupy, mortgage or charge,
            option or right of pre-emption;

      (d)   no party claims the benefit of any right, easement, reservation or
            other privilege or encumbrance in or over the Management Data
            Subsidiary Properties adverse to the title or interest of Management
            Data Subsidiary or the present use in all material respects;

      (e)   the present use of the Management Data Subsidiary Properties comply
            in all material respects with all relevant planning legislation,
            by-laws and regulations.

5.4   The Management Data (UK) Property comprises all the properties occupied
for the purposes of the business of Management Data (UK) Limited immediately
prior to the Management Data Business Transfer Date.

5.5   Management Data (UK) Limited do not use or occupy or have any interest in
any land and/or buildings for the purposes of its business other than the
Management Data (UK) Property.

5.6   The description of the Management Data (UK) Property and the particulars
of the estate owner and present use contained in Part C of schedule 3 are
correct.

5.7   In this paragraph the expression "THE PRESENT USE" means in respect of the
Management Data (UK) Property the present use specified in Part C of schedule 3.
Save as specified in the Disclosure Letter:




      (a)   Management Data (UK) Limited has legal title to the Management Data
            (UK) Property;

      (b)   all covenants, restrictions and stipulations which do affect the
            Management Data (UK) Property (including covenants contained in
            Leases under which the Management Data (UK) Property is held) have
            been complied with in all material respects and no outstanding
            notice of breach has been received;

      (c)   Management Data (UK) Limited is in exclusive and undisputed
            occupation of the whole of each of the Management Data (UK)
            Property;

      (d)   save as contemplated by this Agreement the Management Data (UK)
            Property are not subject to (or to any agreement to create) any
            lease, tenancy, licence to occupy, mortgage or charge, option or
            right of pre-emption;

      (e)   so far as the Vendor is aware, no party claims the benefit of any
            right, easement, reservation or other privilege or encumbrance in or
            over the Management Data (UK) Property adverse to the title or
            interest of Management Data (UK) Limited or the present use;

      (f)   so far as the Vendor is aware the Management Data (UK) Property and
            all buildings thereon and the present use thereof comply in all
            material respects with all relevant Town and Country Planning
            legislation, by-laws and regulations and no consent or approvals
            obtained thereunder are temporary or personal (other than to
            Management Data (UK) Limited) or subject to any conditions which
            have not been fully complied with;

      (g)   so far as the Vendor is aware the Management Data (UK) Property
            complies in all material respects with the Offices Shops and Railway
            Premises Act 1963, the Fire Precautions Act 1971, the Health and
            Safety at Work etc. Act 1974 and all other relevant statutory
            requirements and all orders consents or permissions given
            thereunder;

      (h)   the Management Data (UK) Property complies in all material respects
            with current fire regulations;

      (i)   all title deeds and documents required to prove the title Management
            Data (UK) Limited to the Management Data (UK) Property are in the
            possession of or under the control of Management Data (UK) Limited
            and have been delivered to the Purchasers' Solicitors.

5.8   Management Data (UK) Limited has not received any adverse surveyors
engineers or other professional report in respect of any of the Management Data
(UK) Property during the two years prior to the date of this agreement in
respect of which any recommendations remain outstanding.




5.9   Replies to enquiries given by the Vendor or the Vendors' Solicitors to
enquiries raised by the Purchaser or the Purchasers' Solicitors in respect of
the Management Data (UK) Property are true, accurate and complete in all
material respects.

5.10  Management Data (UK) Limited has not at any time assigned or otherwise
disposed of any freehold or leasehold property in respect of which Management
Data (UK) Limited has any continuing liability either as original contracting
party or by virtue of any direct covenant or under an authorised guarantee
agreement given on a sale or assignment to or from Management Data (UK) Limited
or as a surety for the obligations or any other person in relation to such
property and no claim has been made against Management Data (UK) Limited in
respect of any leasehold property formerly held by it or in respect of which it
acted as a guarantor nor is any such claim anticipated.

5.11  No notices under the Landlord and Tenant (Covenants) Act 1995 have been
served on Management Data (UK) Limited.

6     INSURANCES

6.1   Particulars of all insurances maintained by the Management Data Subsidiary
are disclosed by the Disclosure Letter ("THE MANAGEMENT DATA SUBSIDIARIES
INSURANCES").

6.2   So far as the Vendor is aware (without having made any enquiry of
insurers, underwriters or brokers), adequate insurance in respect of each
Management Data Subsidiary has been maintained from the Management Data Business
Transfer Date to the Completion Date.

6.3   So far as the Vendor is aware (without having made any enquiry of
insurers, underwriters or brokers), all such insurances are in full force and
effect and all other premiums falling due prior to the Completion Date have been
paid in respect thereof.

6.4   So far as the Vendor is aware (without having made any enquiry of
insurers, underwriters or brokers), there are no circumstances which would or
might lead to any liability under such insurances being avoided by the insurers
or the premiums thereunder being increased.

6.5   There is no claim outstanding under any such insurances and so far as the
Vendor is aware there are no circumstances likely to give rise to such a claim.

7     CONDUCT OF BUSINESS

7.1   So far as the Vendor is aware after Completion whether by reason of an
existing agreement or arrangement or as a result of the acquisition of the
Management Data Subsidiary Sale Shares by Newco 2 or otherwise:

      (a)   no supplier of the Management Data Subsidiary will cease supplying
            the Management Data Subsidiary or substantially reduce its supplies
            to the Management Data Subsidiary;




      (b)   no customer of the Management Data Subsidiary will cease to deal
            with the Management Data Subsidiary or substantially reduce its
            existing level of business with the Management Data Subsidiary;

      (c)   no officer or senior employee of the Management Data Subsidiary will
            leave his office or employment.

8     PENSIONS

8.1   There are no agreements, arrangements, customs or practices (whether
legally enforceable or not) in operation at the date hereof for the payment of
or contribution towards any pensions, lump sums or other like benefits on
retirement or on death or during periods of sickness or disablement for the
benefit of any Management Data Subsidiary's employees or directors or former
employees or former directors or for the benefit of dependants of any of those
persons nor has any proposal to establish any such agreement or arrangement been
announced.

9     EFFECT OF THIS AGREEMENT

9.1   So far as the Vendor is aware compliance with the terms of this Agreement
does not and will not conflict with or result in a breach of or constitute a
default under any of the terms, conditions or provisions of any material
agreement or material instrument to which the Management Data Subsidiary is a
party or any provision of the Memorandum or Articles of Association of the
Management Data Subsidiary or any material lease, contract, order, judgement,
award, injunction, regulation or other Security Interest, to which any asset of
the Management Data Subsidiary is bound or subject and "material" for the
purposes of this paragraph 9.1 shall mean such matter which would give rise to a
single claim for a breach of paragraph 9.1 in excess of (pound)100,000.




                      REPRESENTATION AND WARRANTY AGREEMENT

This Agreement is made as of July 13th 2000 by and between

GEAC COMPUTER CORPORATION LIMITED, and GEAC Canada Limited (the latter being
referred to herein as "GCL") each being, a limited liability company,
incorporated under the laws of Canada, both having their registered offices at
4100 Yonge Street, Suite 601, Toronto, Ontario M2P 2G2, Canada (the two
companies together (and where the context requires, either of them) being
referred to herein as "GEAC")

on the one side

and

INGLEBY (1306) LIMITED, a limited liability company, incorporated under the laws
of England, having its registered office at 1690 Park Avenue, Aztec West,
Almondsbury, Bristol, BS42 4RA ("NEWCO 1")

on the other side.

                                    PREAMBLE

WHEREAS GEAC wish to sell all of the assets necessary to run the Business,
including but not limited to the former subsidiaries of Management Data it
acquired, as well as all shares in GEAC AUT ("THE SOLD ASSETS") to NEWCO 1 or
such subsidiaries of NEWCO 1 as it shall direct;

WHEREAS GEAC acquired the Sold Assets as they subsisted at the Initial Warranty
Date from Management Data and received representations and warranties from
Management Data and Creditanstalt as set out in the May Agreement (defined
below);

WHEREAS GEAC is ready and willing to grant NEWCO 1 representations and
warranties based on those it received from Management Data and Creditanstalt for
the assets of the Business it is willing to sell to NEWCO 1 or such of its
subsidiaries as it shall direct;

WHEREAS GEAC, NEWCO l and SBS International Holdings Limited ("NEWCO 2") have
today entered into the Sale Agreement (defined below):-

Now therefore GEAC warrants and represents to NEWCO 1 as follows and
acknowledges that NEWCO 1 is relying upon these representations and warranties:

DEFINITIONS

In this Agreement the following words have the following meanings:-

"ACCOUNTS RECEIVABLE" means the trade receivables of the Business as of the
Initial Warranty Date (defined below);





"AGREEMENT" means this agreement and all schedules attached to this agreement,
in each case as they may be amended or supplemented from time to time and unless
otherwise indicated, references to Articles and sections are to Articles and
sections in this agreement

"BUSINESS" means the business of Management Data and the Management Data
Subsidiaries known prior to the Initial Warranty Date as "THE MANAGEMENT DATA
BUSINESS" and carried on by GEAC AUT and the Management Data Subsidiaries at the
Warranty Date being the business of the development, production, distribution
and sale of products and related services to deliver Integrated Transaction
Management Solutions to banks and other financial institutions such business
having been transferred to GEAC AUT from Management Data pursuant to the May
Agreement;

"BUSINESS DAY" means any day, other than Saturday, Sunday or any statutory
holiday in Austria;

"CHARGE" means any security interest, lien, charge, pledge, encumbrance,
mortgage, adverse claim or title retention agreement of any nature or kind;

"CLAIMS" means any pending or threatened cause of action, suit, proceeding,
charge, appeal, demand, assessment, judgement, or asserted liability;

"COMMERCIAL SOFTWARE" means all software used in the Business that is licensed
from third parties, including but not limited to embedded software;

"CREDITANSTALT" means Creditanstalt AG, a stock corporation, incorporated under
the laws of Austria, having its registered office at Schottengasse 6-8, 1 01 0
Vienna, Austria;

"END USER AGREEMENTS" means all of the agreements that exist with end users
relating to the Business including any correspondence, collateral warranties or
letters that are capable of affecting materially any such agreement between
Management Data and the end user;

"EXCLUDED ASSETS AND LIABILITIES" means the assets and liabilities of Management
Data not assumed by GEAC AUT pursuant to the May Agreement and described in
Schedule 3.1 thereto;

"GEAC AUT" means GEAC Computer GmbH, a limited liability company, incorporated
under the laws of Austria, having its registered office at Althanstra(beta)e
21-25, 1090 Vienna, Austria;

"INTELLECTUAL PROPERTY RIGHTS" means all of the intellectual property rights in
the IPR Technology, including without limitation, trade marks, trade mark
applications, trade names, trade secrets, patents, patent applications, rights
to file patents, industrial designs, utility models and copyright, that are
owned by GCL and/or used by GEAC AUT and the Management Data Subsidiaries in the
Business;

"IPR TECHNOLOGY" means all Technology excluding Commercial Software;

"LOSSES" means all out-of-pocket expenses, liability, assessments, tax
deficiency (including fines, interest and penalties), damages, court costs,
fines, interest, fees and expenses (including without limitation, disbursements
and reasonable attorney's fees incurred in connection with the



investigation or defence of any Claim or the enforcement of any indemnification
rights), excluding in any case consequential damages (so-called "Folgeschaden"
in the meaning of applicable Austrian civil law) and loss of profit;

"MANAGEMENT DATA" means Management Data GmbH, a limited liability company,
incorporated under the laws of Austria, having its registered office at
Althanstrasse 21-25, 1090 Vienna, Austria;

"MANAGEMENT DATA SUBSIDIARIES" has the meaning contained in the Sale Agreement;

"MAY AGREEMENT" means the agreement (and schedules) entered into on May 1, 2000
between GEAC and GEAC AUT on the one side and Management Data and Creditanstalt
on the other side a copy of which is annexed as "EXHIBIT MAY AGREEMENT");

"PERSON" means any individual, partnership, limited partnership, joint venture,
syndicate, sole proprietorship, company or corporation with or without share
capital, unincorporated association, trust, trustee, executor, administrator or
other legal personal representative, regulatory body or agency, government or
governmental agency, authority or entity however designated or constituted;

"PURCHASED ASSETS" means all of the property, assets and rights, (other than the
Excluded Assets and Liabilities, the Intellectual Property Rights and the
Management Data Subsidiaries) used by GEAC AUT and the Management Data
Subsidiaries in carrying on the Business on the date hereof;

"SALE AGREEMENT" means the agreement entered into on the date hereof between
GEAC, NEWCO 1 and NEWCO 2 for the sale and purchase of the entire issued share
capital of GEAC Computers Limited, GEAC AUT, and the Management Data
Subsidiaries;

"SOFTWARE ASSIGNMENT" means the agreement to be entered into on the date hereof
between NEWCO 1 and GCL transferring to NEWCO 1 all of the Intellectual Property
Rights;

"TECHNOLOGY" means the entire software used in the Business existing as at the
Warranty Date, including (without limitation) computer based software of any
type or form, in any stage of actual or anticipated development, and in any
location including programs and program modules, routines and subroutines,
procedures, algorithms, design concepts, design specifications (design notes,
annotations, documentation, flow charts, coding sheets, and the like), source
code, object code and load modules, programming, program patches, system designs
and manuals and work product resulting from or relating to work or projects
performed for the Business including interim and final lines of inquiry,
hypotheses, research and conclusions related thereto and the methods,
procedures, analysis techniques and audits used in connection therewith.

"WARRANTY DATE" means the date hereof and "INITIAL WARRANTY DATE" means 1st May
2000.




                     SECTION 1 INTELLECTUAL PROPERTY RIGHTS

With respect to the Intellectual Property Rights GEAC warrants and represents to
NEWCO 1 as follows and acknowledges that NEWCO 1 is entering into the Software
Assignment in reliance upon the following representations and warranties and
also acknowledges that NEWCO 1 and NEWCO 2 would not have entered into the Sale
Agreement in the absence of NEWCO 1 being able to place reliance upon the
following representations and warranties;

INTELLECTUAL PROPERTY RIGHTS:

1.1      GCL owns or has the right to use all the Technology and the
         Intellectual Property Rights and proprietary or other confidential
         information employed in connection with the Business and necessary for
         the conduct of the Business and Schedule 1.2.2 of the May Agreement
         lists all such intellectual property rights as at the Initial Warranty
         Date and all such Intellectual Property Rights continue to subsist as
         at the Warranty Date.

1.2      All development tools and embedded tools are properly licensed and
         under support or the migration to a supported tool is possible and
         practical with reasonable efforts.

1.3      The Intellectual Property Rights are valid and enforceable under
         Austrian Law without the necessity of separate registration.

1.4      Except as specified in Schedule 1.2.5 of the May Agreement, there are
         no royalties payable to others, and no agreement that limits or impairs
         the ability to sell, license or assign, or that otherwise affects, the
         IPR Technology or the Intellectual Property Rights.

1.5      The Business and/or the use of the Intellectual Property Rights does
         not infringe, and Management Data, has not received prior to the
         Initial Warranty Date nor have any of GEAC or GEAC AUT or any of the
         Management Data Subsidiaries received prior to the Warranty Date any
         notice, threat or claim alleging infringement of, any trade marks,
         trade names, trade secrets, patents, copyrights or other intellectual
         property rights or franchise rights of any Person. Similarly, there is
         no and has been no claim asserted, pending or threatened which disputes
         Management Data's previous or GCL's current ownership of the IPR
         Technology.

1.6      The transfer to GCL of all intellectual property rights pursuant to the
         May Agreement and the transfer to NEWCO 1 of the Intellectual Property
         Rights by GCL pursuant to the Software Assignment and the use by NEWCO
         1 or any subsidiary of NEWCO 1 of those Intellectual Property Rights
         did not and will not infringe the intellectual property rights of any
         other Person.

1.7      There exists no infringement or violation of any of in the Intellectual
         Property Rights, nor does there exist any state of facts which casts
         doubt on the validity or enforceability of any of the Intellectual
         Property Rights.




1.8      The entire right, title and interest in and to the Intellectual
         Property Rights was properly assigned to Management Data as at the
         Initial Warranty Date and thereafter to GCL or GEAC AUT as applicable
         by all investors and developers of the IPR Technology.

1.9      There are no  restrictions  on the right of GCL or any successor or
         assignee of GCL to use and exploit all Intellectual Property Rights.

1.10     The IPR Technology plus the third party technology embedded in the IPR
         Technology that is licensed to customers of the Business performs the
         functions for which it was intended and conforms to the user guides and
         associated documentation for the IPR Technology. With regard to third
         party products that have been licensed to end users, there were no
         warranties given to end users that went beyond the warranties given by
         the respective owners of the product to Management Data or the relevant
         Management Data Subsidiaries prior to the Initial Warranty Date and
         thereafter to GEAC AUT, GCL or the relevant Management Data
         Subsidiaries as the case may be.

1.11     None of the Technology contains any product keys, expiry codes, time
         locks, bombs, or other routines, codes or devices that could prevent
         NEWCO 1 or any end-user from using the Technology at any time in
         accordance with the agreement related to this Technology.

1.12     Whether as at the Initial Warranty Date or as at the Warranty Date none
         of the Technology and the computer systems and media on which such
         Technology is stored, contains any computer viruses or any other
         programs that could affect the normal use of such software or any other
         software, data or computer systems and GEAC confirms that there is a
         current virus test procedure in place.

1.13     None of Management Data or the Management Data Subsidiaries prior to
         the Initial Warranty Date or GEAC, GEAC AUT or the Management Data
         Subsidiaries thereafter have provided the Intellectual Property Rights
         to any Person except as pursuant to an End User Agreement or pursuant
         to a partner agreement such partner agreements as set forth in Schedule
         4.1 of the May Agreement and any additions thereto as listed in
         Schedule 4.1.

1.14     Except as specifically set out in the End User Agreements related to
         customisations, no Person has been granted an ownership right in any
         derivative works based on or related to the IPR Technology.

1.15     Schedule 1.2.16 of the May Agreement describes all of the registered
         Intellectual Property Rights and all applications for registration of
         Intellectual Property Rights as at the Initial Warranty Date, specifies
         the jurisdiction of registration or application and lists all
         registration and application numbers. Schedule 1.2.16 hereto lists any
         additions to schedule 1.2.16 up to the Warranty Date. All statements
         contained in all applications for registration of the Intellectual
         Property Rights are true and correct as of the date of such
         applications. There are no trademarks or tradenames in use.

1.16     There are appropriate back-up storage and disaster recovery
         arrangements for all Technology used in the Business.




1.17     There are no agreements, options or other rights pursuant to which GEAC
         is or may become obligated to sell to any third party any of the
         Intellectual Property Rights to be transferred to NEWCO 1 under the
         Software Assignment.

1.18     GEAC will provide NEWCO 1 with assistance as may be required in order
         to protect the Intellectual Property Rights to be transferred to NEWCO
         1 pursuant to the Software Assignment, including providing assistance
         as may be required in connection with filing, prosecuting and
         maintaining any patents or other registrations relating to the IPR
         Technology. GEAC will assign to NEWCO 1(or if such assignment is not
         possible, enforce on behalf of NEWCO 1), any obligations owed to GEAC
         in connection with the Technology and the Intellectual Property Rights.
         GEAC will promptly do, make, execute or deliver, or cause to be done,
         made, executed or delivered, all further acts, documents and things as
         NEWCO 1 may reasonably require from time to time for the purpose of
         transferring to NEWCO 1 the Technology and the Intellectual Property
         Rights, and otherwise giving effect to the Software Assignment and will
         use reasonable efforts and take all steps as may be reasonably within
         its power to implement to their full extent the provisions of the May
         Agreement and the Software Assignment.

1.19     All software is Year 2000 compliant and there are no Year 2000 related
         problems.

1.20     Neither Management Data had as at the Initial Warranty Date nor GEAC
         has since such date breached or otherwise violated any agreements
         relating to the Commercial Software, and GCL, GEAC AUT or the relevant
         Management Data Subsidiaries have as the case may be a valid right to
         use the Commercial Software for their respective businesses. No claims
         in respect of the Commercial Software have been asserted or threatened
         by any Person against Management Data prior to the Initial Warranty
         Date or GCL, GEAC AUT, or any of the Management Data Subsidiaries since
         the Initial Warranty Date. There are no grounds for any claims (i) to
         the effect that the use of the Commercial Software in respect of the
         Business infringes any intellectual property rights, (ii) against the
         use of the Commercial Software in the Business, or (iii) challenging
         the ownership of the Commercial Software whether at or prior to the
         Initial Warranty Date or in the period to the Warranty Date. There has
         been no unauthorised use, infringement, or misappropriation of the
         Commercial Software by Management Data prior to the Initial Warranty
         Date nor by GCL, GEAC AUT, or any of the Management Data Subsidiaries
         or any staff or former staff of any of them. The owner or licenser of
         the Commercial Software is not subject to any claim, order, judgement,
         stipulation or agreement that restricted or could restrict the use of
         the Commercial Software in the Business. All Commercial Software is
         listed in Schedule 1.2.21 of the May Agreement.

                   SECTION 2 THE MANAGEMENT DATA SUBSIDIARIES

In respect of the Management Data Subsidiaries as acquired by NEWCO 2 pursuant
to the Sale Agreement GEAC warrants and represents to NEWCO 1 as follows and
acknowledges that NEWCO I is entering into the Software Assignment in reliance
upon the following representations and warranties and acknowledges that NEWCO 1
and NEWCO 2 would not have entered into the Sale Agreement in the absence of
NEWCO 1 being able to place reliance upon



the following representations and warranties. The following representations and
warranties are given as at the Warranty Date and, where applicable, as to the
state of affairs of the Management Data Subsidiaries as at or prior to the
Initial Warranty Date.

2.1      The Management Data Subsidiaries' are all limited liability companies
         duly established and validly existing under the applicable law. None of
         the Management Data Subsidiaries share capital has been subject to a
         capital decrease or any other refund to its shareholders.

2.2      GEAC is the sole and unrestricted owner of the entire issued share
         capital of all the Management Data Subsidiaries ("THE SHARES"). No
         Shares or other securities of any of the Management Data Subsidiaries
         have been issued in violation of any laws, the articles of
         incorporation, by-laws or other constating documents of the applicable
         subsidiary or the terms of any shareholders' agreement or any agreement
         to which the applicable subsidiary is a party or by which it is bound.

2.3      As at the Initial Warranty Date Management Data owned and as at the
         Warranty Date GEAC owns all of the issued and outstanding Shares of
         each of the Management Data Subsidiaries as the shareholder of record
         and as the beneficial owner, with good and marketable title thereto,
         free and clear of any and all encumbrances including but not limited to
         charges, pledges, security interests, actions, claims or demands and
         any rights capable of becoming any of the foregoing.

2.4      The Management Data Subsidiaries are limited liability companies
         defined under the applicable local law. The Management Data
         Subsidiaries have all the necessary corporate powers to own their
         properties and to carry on their business as it is now being conducted.

2.5      No person has any agreement or option or any right capable of becoming
         an agreement or option, including but not limited to convertible
         securities, warrants or convertible obligations of any nature, for the
         purchase, subscription, allotment or issuance of, or conversion into,
         any of the unissued shares in the capital of any of the Management Data
         Subsidiaries or any securities of any of the Management Data
         Subsidiaries.

2.6      The articles, by-laws and other constating documents of all the
         Management Data Subsidiaries are complete and correct.

2.7      None of the Management Data Subsidiaries are required or otherwise
         obligated to request or obtain the consent of any person, and no
         permits, licenses, certifications, authorisations or approvals of any
         government or governmental agency, board, commission or authority are
         required to be obtained by any of the Management Data Subsidiaries in
         connection with the Sale Agreement or its effect that can not be
         obtained within a reasonable period of time.

2.8      The corporate records and minute books of each Management Data
         Subsidiary contain complete and accurate minutes of all meetings of the
         directors and shareholders of each Management Data Subsidiary held
         since its incorporation, and original signed copies of all resolutions
         and by-laws duly passed or confirmed by the directors or shareholders
         of




         each Management Data Subsidiary, other than at a meeting are available.
         All such meetings were duly called and held. The share certificate
         books, register of security holders, register of transfers and
         register of directors and any similar corporate records of each
         Management Data Subsidiary are complete and accurate. All exigible
         security transfer tax or similar tax payable in connection with the
         transfer of any securities in all the Management Data Subsidiaries
         has been duly paid.

2.9      There are no shareholders' agreements, pooling agreements, voting
         trusts or other similar agreements with respect to the ownership or
         voting of any of the Shares.

                    SECTION 3 ASSETS, LIABILITIES, EMPLOYEES

With respect to the Purchased Assets, as well as the liabilities and employees
of GEAC AUT that were assumed and/or taken over from Management Data in the May
Agreement GEAC warrants and represents to NEWCO 1 as follows and acknowledges
that NEWCO 1 is relying upon the following representations and warranties in
entering into the Software Assignment and acknowledges that NEWCO 1 and NEWCO 2
would not have entered into the Sale Agreement in the absence of NEWCO 1 being
able to place reliance upon the following representations and warranties. The
following representations and warranties are given as at the Warranty Date and,
where applicable, as to the state of affairs of Management Data (and where
applicable the Management Data Subsidiaries) as at or prior to the Initial
Warranty Date.

3.1      NO RIGHTS TO ACQUIRE PURCHASED ASSETS: There are no agreements, options
         or other rights pursuant to which Management Data had or GEAC AUT has,
         or could become, obligated to sell to any third party any of the
         Purchased Assets.

3.2      RIGHT TO SELL AND TITLE TO THE PURCHASED ASSETS: GEAC AUT is the
         absolute and beneficial owner of the Purchased Assets (excluding
         Commercial Software) and has good and marketable title thereto, in each
         case free of all charges or other encumbrances. GEAC AUT has the
         exclusive right to possess, use and dispose of such assets (excluding
         Commercial Software).

3.3      ACCOUNTS RECEIVABLES: The Accounts Receivable and all other monetary
         amounts are accurately shown in the financial statements of GEAC AUT
         and the relevant Management Data Subsidiaries. All Accounts Receivable,
         billed or unbilled, as of December 31, 1999 net of the specified
         balance sheet reserves for doubtful accounts made in the Financial
         Statements of Management Data as of December 31, 1999 were fully
         collectible. The Accounts Receivables that arose between January 2000
         and the Warranty Date are fully collectible minus a reserve in the
         amount of 5% of the invoiced fees to NOSTRO customers after January 1,
         2000. If the total amount actually collected by December 31, 2000 is
         below the total guaranteed amount on all the Accounts Receivables, GEAC
         will pay to NEWCO 1 the difference between the guaranteed amount and
         the collected amount by February 10, 2001; NEWCO 1 will assign any
         Accounts Receivables not collected back to GEAC,

3.4      EMPLOYMENT MATTERS: Schedule 3.4.4 of the May Agreement sets forth as
         at the Initial Warranty Date and Schedule 3.4.4 hereto reflects any
         changes thereto up to the Warranty




         Date the name, job title, duration of employment, and rate of
         remuneration (including bonus and commission entitlement) of each
         employee of the Business (the "EMPLOYEES") Schedule 3.4.4 of the May
         Agreement also sets forth as at the Initial Warranty Date and
         Schedule 3.4.4 hereto reflects any changes thereto up to the Warranty
         Date the names of all Employees of the Business who were on maternity
         or other absence or who had notified Management Data of any leave or
         other absence (which means Employees who were, are, unable to work
         for more than 8 consecutive weeks prior to the Initial Warranty Date).
         All Employees listed in Schedule 3.4.4 of the May Agreement had written
         employment agreements with Management Data or the applicable
         Management Data Subsidiary except as disclosed in Schedule 3.4.4 of
         the May Agreement. There are no Employees who have previous years
         carried forward vacation. None of the Employees are entitled to
         severance payments or notice periods beyond the respective statutory
         requirements, and there are no profit sharing entitlements or any
         other unusual or unusually burdensome regulations applicable to any
         Employees except as disclosed in Schedule 3.4.4 of the May
         Agreement. As at the Initial Warranty Date Management Data did not
         have and as at the Warranty Date GEAC AUT does not have, and is not
         bound by any agreement or statutory requirement relating to, any
         pension plan, deferred compensation plan, retirement income plan,
         stock option or stock purchase plan, profit sharing plan, employee
         group insurance plan, or other employee benefit plan with respect to
         any of the Employees. As at the Initial Warranty Date with regard to
         Management Data and as at the Warranty Date with regard to GEAC AUT
         there are no such commitments to any former managing directors,
         Employees or any other persons previously engaged in the Business.
         There are not any pending claims that could result in liability to
         the employer. GEAC will hold harmless and indemnify GEAC AUT for any
         costs resulting from special agreements with Employees, which
         guarantee the Employee a special compensation or option or other
         benefit arising out of change of ownership in GEAC AUT.

3.5      GEAC hereby agrees to indemnify NEWCO 1 for any amount payable by GEAC
         AUT relating to or arising out of the cessation of employment of George
         Wishart with Management Data America Inc.

3.6      GEAC AUT has not been notified by any manager or executive (which means
         managing directors of GEAC AUT , division manager of GEAC AUT and the
         country managers of the Management Data Subsidiaries ) that they
         intended to terminate their employment with GEAC AUT or the applicable
         Management Data Subsidiary.

3.7      The only collective labour agreement applicable to the Employees is the
         collective bargaining agreement "Kollektivvertrag fur Angestellte des
         Gewerbes" and the Work's Council Agreements as referenced to in Section
         3.3 of the May Agreement.

3.8      There are no existing or threatened labour strikes or labour disputes,
         grievances, controversies or other labour troubles affecting the
         Business or the Employees. There are no outstanding charges or
         complaints against GEAC AUT or the applicable Management Data
         Subsidiary relating to unfair labour practices or discrimination under
         any legislation relating to Employees.



3.9   CONSULTING AGREEMENTS AND WORKS CONTRACTS: The agreements entered into by
      Management Data with the Persons listed in Schedule 3.4.5 of the May
      Agreement did not constitute employment contracts.

3.10  ASSETS IN GOOD CONDITION: The fixed assets used in the Business were as at
      the Initial Warranty Date and are as at the Warranty Date in good
      operating condition and in a state of good maintenance and repair having
      regard to their age and are suitable to the Business as the same is
      carried on as of the Warranty Date.

                         SECTION 4 CONTRACT ASSIGNMENTS

GEAC warrants and represents to NEWCO 1 as follows and acknowledges that NEWCO 1
is entering into the Software Assignment in reliance upon the following
representations and warranties in connection with the contracts listed in
schedule 4.1 of the May Agreement and similar contracts coming into effect since
the Initial Warranty Date, and acknowledges that NEWCO 1 and NEWCO 2 would not
have entered into the Sale Agreement in the absence of NEWCO 1 being able to
place reliance upon the following Representations and Warranties

4.1   DEFAULTS UNDER AGREEMENTS: Neither Management Data nor GEAC AUT nor any of
      the Management Data Subsidiaries has received any formal notice from a
      lawyer alleging default or breach under any agreement with any Person
      including but not limited to notices under the SWIFT agreement which could
      have entitled SWIFT to terminate its agreement if such notices accumulate.
      Neither Management Data nor GEAC AUT nor any of the Management Data
      Subsidiaries is in default or breach in any material respect of any of
      their agreements with customers, suppliers or other Persons and, there
      exists no state of facts which after notice or the passage of time, or
      both, could be constituted a default or breach, and all the agreements are
      as of the Warranty Date in good standing and GEAC AUT or one of the
      Management Data Subsidiaries is entitled to all benefits, rights and
      privileges in the agreements. Third party software resold by GEAC AUT or
      any of the Management Data Subsidiaries continues to be available to GEAC
      AUT or such subsidiary under arrangements existing as at the Warranty
      Date. None of GEAC AUT's or any of the Management Data Subsidiaries
      suppliers has announced its intention to cease to maintain, support or
      further enhance such software. There is no material actual or threatened
      termination or adverse modification in the business relationship of GEAC
      AUT or that of any of the Management Data Subsidiaries with any material
      customer or supplier which could lead to a termination of an agreement
      within a period of 90 days following the Warranty Date.

4.2   END USER AGREEMENTS: The End User Agreements do not include any provisions
      requiring GEAC AUT or any of the Management Data Subsidiaries to disclose
      the source code for the Technology other than on the bankruptcy or
      insolvency of the applicable company. GEAC AUT has possession of all the
      source code that are required for it or any of the Management Data
      Subsidiaries to fulfil its maintenance and support obligations to its
      customers. Except as disclosed in Schedule 4.2.2 of the May Agreement, the
      End User Agreements, other than agreements with respect to future support
      services, do not include provisions for refunds or royalties to be paid by
      GEAC AUT or any of the Management




      Data Subsidiaries. Except as disclosed in Schedule 4.2.2 of the May
      Agreement or Schedule 4.2.2 hereto neither GEAC AUT nor any of the
      Management Data Subsidiaries has any material outstanding contractual
      commitments, except for support and maintenance commitments to any
      customer for which there was no corresponding revenue stream at all due
      from such customers.

4.3   No material credit notes needed to be issued outside the ordinary course
      of business within the 6 months period following the Initial Warranty Date
      nor do any such material credit notes need to be so issued within 6 months
      following the Warranty Date in either case respectively resulting from
      sales prior to the Initial Warranty Date or the Warranty Date
      respectively. NEWCO 1, GEAC AUT or one of the Management Data Subsidiaries
      will give immediate notice to GEAC if it becomes aware of any issue and
      will use the same efforts to resolve the issue as it would have used if it
      had no recourse against GEAC provided however that those efforts are at
      least diligent efforts.

      There are no credit notes outstanding that were not accounted in the books
      of the Business as of the Warranty Date

4.4   AS TO CERTAIN CONTRACTS IN AND OUT OF THE ORDINARY COURSE: Neither GEAC
      AUT nor any of the Management Data Subsidiaries is a party to or bound by
      any contract, agreement or commitment in respect of the Business, the
      Technology or the other Purchased Assets, including any license or royalty
      agreement relating to the Technology or any contract, agreement or
      commitment which materially adversely affects or could materially
      adversely affect the Business or any of the Purchased Assets or which
      could have become materially burdensome to the Business.

4.5   INSURANCE: Schedule 4.2.4 of the May Agreement includes a list of all
      insurance contracts for the Purchased Assets and all other insurance
      contracts. Neither GEAC AUT nor any of the Management Data Subsidiaries is
      in default with respect to any of the provisions contained in any such
      insurance policies nor has failed to give any notices or pay any premium
      or present any claim under any such insurance policy.

4.6   NEGATIVE CONTRACT OBLIGATIONS: Neither Management Data nor GEAC AUT nor
      any of the Management Data Subsidiaries have entered into any project
      agreement with any customer in which there were material negative contract
      obligations.

4.7   WARRANTY: Neither Management Data nor GEAC AUT nor any of the Management
      Data Subsidiaries have given warranties on products sold or licensed or
      the services provided by it except written warranties made in the ordinary
      course of business.

4.8   NOSTRO CUSTOMER CONTRACTS: The standard terms and conditions for the
      NOSTRO customer contracts are attached as Schedule 4.2.8 to the May
      Agreement. GEAC warrants that all NOSTRO customer contracts are based on
      these standard terms and conditions and there are no material deviations
      from these standard terms and conditions.

4.9   TERMINATED CONTRACTS: Except as disclosed in the attrition report in
      schedule 4.2.9 of the May Agreement, no customer of the Business has
      notified Management Data prior to the





      Initial Warranty Date and except as disclosed in Schedule 2.9, none of
      GEAC AUT or any of the Management Data Subsidiaries have been notified
      since the Initial Warranty Date that it intends to discontinue using
      Management Data's, GEAC AUT's or any of the Management Data Subsidiaries'
      software or cease to subscribe for maintenance of the software that it had
      licensed from Management Data, GEAC AUT or any of the Management Data
      Subsidiaries.

4.10  DISCOUNTS: No material and significant price discount exists in any
      agreement or quotation that extends beyond 30 days after Warranty Date.

4.11  NO RIGHTS TO ACQUIRE CONTRACTS: There are no agreements, options or other
      rights pursuant to which Management Data, GEAC AUT or any of the
      Management Data Subsidiaries is or could become, obligated to sell to any
      third party any of the contracts assigned to GEAC AUT under the May
      Agreement or entered into by GEAC AUT or any of the Management Data
      Subsidiaries since the date of the May Agreement.

                SECTION 5 GENERAL REPRESENTATIONS AND WARRANTIES

GEAC warrants and represents to NEWCO 1 as follows and acknowledges that NEWCO 1
is entering into the Software Assignment in reliance upon the following
representations and warranties and acknowledges that NEWCO 1 and NEWCO 2 would
not have entered into the Sale Agreement without NEWCO 1 being able to place
reliance upon the following Representatives and Warranties:

5.1   INCORPORATION AND STATUS: Management Data was duly incorporated and
      validly existing under the laws of its jurisdiction of incorporation as at
      1st May 2000. Management Data was duly registered, licensed and qualified
      to carry on business under the laws of its jurisdictions in which the
      nature of the Business or the Purchased Assets or any of them made
      registration, licensing or qualification necessary up to 1st May 2000.

5.2   CORPORATE POWER AND DUE AUTHORISATIONS. Management Data had the corporate
      power and capacity to enter into, and to perform its obligations under the
      May Agreement. The May Agreement had been duly authorised. The May
      Agreement had been duly executed and delivered by Management Data and is a
      valid and binding obligation of Management Data , enforceable in
      accordance with its terms, subject to the usual exceptions as to
      bankruptcy and the availability of equitable remedies.

5.3   NO CONTRAVENTION: Neither the entering into of the May Agreement, the sale
      of the Purchased Assets nor the performance by Management Data of any of
      its other obligations under the May Agreement contravened, breached or
      resulted in any default under the constating documents or other
      organisational documents of Management Data or under any mortgage, lease,
      agreement, other legally binding instrument, license, permit, statute,
      regulation, order, judgement, decree or law to which Management Data was a
      party or by which it could have been bound, other than certain of the
      agreements which required that the consent of the other party or of
      another Person be obtained prior to any assignment of the agreement.





5.4      COMPLIANCE WITH LAWS: Management Data was and GEAC AUT and the
         Management Data Subsidiaries are conducting the Business in compliance
         in all material respects with all applicable laws, regulations, by-laws
         and ordinances of each jurisdiction in which the Business was carried
         on.

5.5      LITIGATION AND OTHER PROCEEDINGS: Except as set out in Schedule 5.1.5
         of the May Agreement there are no court, administrative, regulatory or
         similar proceeding (whether civil, quasi-criminal or criminal),
         arbitration or other dispute, settlement procedure, investigation or
         inquiry by any governmental, administrative, regulatory or similar
         body, or any similar matter or proceeding (collectively "proceedings")
         against or involving Management Data prior to the Initial Warranty Date
         nor since such date GEAC AUT or any of the Management Data Subsidiaries
         in respect of the Business or the Purchased Assets (whether in progress
         or threatened) and no event has occurred which may give rise to any
         proceedings and there is no judgement, decree, injunction, rule, award
         or order of any court, government department, board, commission,
         agency, arbitrator or similar body outstanding against GEAC AUT or any
         of the Management Data Subsidiaries in respect of the Purchased Assets
         or the Business.

5.6      TAXES AND LEVIES: GEAC AUT and the Management Data Subsidiaries are in
         compliance with all legal, taxation and regulatory requirements in the
         jurisdictions where they carry on business. GEAC AUT and the Management
         Data Subsidiaries have timely and completely filed all tax returns,
         paid all taxes or levies due to be paid or charged or assessed against
         them and have made advance payments on taxes and levies to the extent
         and in the amounts required by the tax authorities.

5.7      SUBSIDIARIES: GEAC is the sole and unrestricted owner of the Shares.
         The Shares are free and clear of encumbrances and third party rights
         (including but not limited to options, pledges or other security
         rights). GEAC is not subject to any restrictions in the disposal of the
         Shares.

5.8      OFFERING MEMORANDUM: The Offering Memorandum and any additional
         financial information or other information disclosed to GEAC by
         Management Data in written form is true and accurate in all material
         aspects and was prepared in accordance with generally accepted
         accounting principles. The annual accounts as of 31 December 1999 are
         true, complete and accurate and they are prepared in accordance with
         general accepted accounting principles in Austria.

5.9      MATERIAL DISCLOSURE: Any information in relation to the Business which
         in respect of the period up to the Initial Warranty Date might
         reasonably be supposed to be material to GEAC's purchase under the May
         Agreement or, in respect of the period to the Warranty Date, might
         reasonably be supposed to be material to a purchaser of the Business in
         determining (i) whether or not to purchase the Business or the
         Purchased Assets; or (ii) the price at which or the terms upon which a
         purchaser would be prepared to purchase the Business or the Purchased
         Assets, has been disclosed to NEWCO 1.




5.10     ARM'S LENGTH MATTERS: With respect to the Business prior to the
         Warranty Date there are no agreements with Management Data or GEAC or
         the parent or any of the affiliates of Management Data or GEAC or any
         officers, former shareholders, employees or former employees of either
         of them with regard to or affecting the Business other than as
         contemplated by the Sale Agreement, save for contracts with Bank
         Austria, Creditanstalt and Dataservice Informatik GesmbH, listed in
         Schedule 4.1 of the May Agreement.

         LEASED ASSETS: Schedule 5.1.11 describes all leases or agreements to
         lease (the "LEASES") under which Management Data, GEAC AUT or any of
         the Management Data Subsidiaries leases any real property or company
         cars (the "LEASED ASSETS") in connection with the Business, GEAC AUT or
         any of the Management Data Subsidiaries and their employees are
         entitled to all rights and benefits as lessee under the Leases and
         neither Management Data, GEAC AUT nor any of the Management Data
         Subsidiaries have conveyed any rights in the Leased Assets or in the
         Leases to any other Person. The names of the other parties to the
         Leases, the term, rent and other amounts payable under the Leases as at
         Warranty Date are described in Schedule 5.1.11 of the May Agreement.
         All rental and other payments and maintenance and other obligations
         that are required to be paid or performed by Management Data, GEAC AUT
         or any of the Management Data Subsidiaries pursuant to the Leases have
         been duly paid and performed and the Leased Assets are in a good state
         of repair and maintenance, reasonable wear and tear excepted. Neither
         GEAC AUT nor any of the Management Data Subsidiaries is in default of
         any of its obligations under the leases and none of the lessors or
         other parties to the Leases are in default of any of their obligations
         under the Leases. Except as disclosed in Schedule 5.1.11 of the May
         Agreement none of the Leased Assets have been changed or modified such
         that upon termination of the Leases therefor, GEAC AUT or any of the
         Management Data Subsidiaries would be required to spend more than EUR
         50,000 to restore the Leased Assets to their original state. The terms
         and conditions of the Leases are not affected by, nor would any of the
         leases be in default as a result of, the completion of the transactions
         contemplated in the Sale Arrangement or the Software Assignment. The
         use by GEAC AUT or any of the Management Data Subsidiaries of the real
         property is not in breach of any building, zoning or other statute,
         by-law, ordinance, regulation, covenant, restriction or official plan.
         GEAC AUT or any of the Management Data Subsidiaries has adequate rights
         of ingress to and egress from the real property for the operation of
         the Business in the ordinary course.

5.11     ENVIRONMENTAL MATTERS: The operation of the Business, and the Purchased
         Assets, is in compliance with all environmental laws. There are no
         hazardous substances located on or in any of the Purchased Assets, and
         no release of any hazardous substances has occurred on or from the
         Purchased Assets or had resulted from the operation of the Business.
         None of Management Data, GEAC AUT and the Management Data Subsidiaries
         has received any notice of any non-compliance with any environmental
         laws.

5.12     JOINT VENTURES: None of Management Data, GEAC AUT and the Management
         Data Subsidiaries is a partner or participant in any partnership, joint
         venture, profit-sharing Arrangement or other association of any kind
         nor is not a party to any agreement under


      which the Business could have been required to share any revenue or profit
      with any other Person.

      SECTION 6 WARRANTY DATE, SURVIVAL OF REPRESENTATIONS AND WARRANTIES

All representations, warranties, covenants and obligations contained in this
Agreement are made as of Warranty Date unless expressly stipulated otherwise in
this Agreement and will survive the Warranty Date contemplated by this Agreement
subject to the exceptions set forth below.

GEAC's representations warranties, covenants and obligations contained in this
Agreement will terminate on the (3rd) third anniversary of the Warranty Date
except that the warranties will continue (i) until seven (7) years after
Warranty Date as to the warranties set forth in section 1 (Technology and
Intellectual Property Rights), and (ii) until one (1) year following a final and
unappealable decision of the competent tax authorities following a tax audit
covering taxes and levies up to the Warranty Date as to the warranties set forth
in section 5 relating to Taxes and Levies,

Except as otherwise provided herein, no Claim will be made for the breach of any
representation or warranty contained in this Agreement or under any certificate
delivered with respect thereto under this Agreement after the date on which such
representations and warranties terminate as set forth in this section.

                           SECTION 7 INDEMNIFICATION

7.1   GEAC agrees to indemnify and hold harmless NEWCO 1 from and against any
      and all Losses incurred by NEWCO 1, NEWCO 2, GEAC AUT or Generator 400
      Limited in connection with or arising from any breach of any warranty or
      the inaccuracy of any representation of GEAC contained or referred to in
      this Agreement.

7.2   General

NOTICE OF CLAIM.

(a)   Claim Notice: NEWCO 1 seeking indemnification. hereunder will give to GEAC
      a notice (a "Claim Notice") describing in reasonable detail the facts
      giving rise to any Claim for indemnification and will include in the Claim
      Notice (if then known) the amount or the method of computation of the
      amount of the Claim, and a reference to the provision of this Agreement or
      any other document executed hereunder or in connection herewith upon which
      NEWCO 1 elects to base the Claim; provided that a Claim Notice in respect
      of any action by or against a third Person as to which indemnification is
      sought will be given promptly after the action or suit is commenced;
      provided further that failure to give any Claim Notice will not relieve
      GEAC of its obligations hereunder except to the extent it is prejudiced by
      such failure.

(b)   Amount of Indemnification: After the giving of any Claim Notice pursuant
      hereto, the amount of Indemnification to which NEWCO 1 will be entitled
      under this section will be determined (i) by a written agreement between
      NEWCO 1 and GEAC, (ii) by a final




      judgement or decree of any court of competent jurisdiction; or (iii) by
      any other means to which NEWCO 1 and GEAC agree. The judgement or decree
      of a court will be deemed final when the time for appeal, if any, has
      expired and no appeal has been taken or when all appeals taken have been
      finally determined.

THIRD PARTY CLAIMS: NEWCO 1 will have the right to conduct and control, through
counsel of its choosing, the defence, compromise or settlement of any third
party claim, action or suit as to which indemnification is sought hereunder, and
in any such case, GEAC will co-operate in connection therewith and will furnish
such records, information and testimony and attend such conferences, discovery
proceedings, hearings, trials and appeals as may be reasonably requested by
NEWCO 1 in connection therewith; provided, that GEAC may participate, through
counsel chosen by it and at its own expense, in the defence of any such claim,
action or suit as to which NEWCO 1 has so elected to conduct and control the
defence thereof; and provided further that NEWCO 1 will not, without the written
consent of GEAC (which written consent will not be unreasonably withheld), pay,
compromise or settle any such claim, action or suit, except that no such consent
will be required if, following a written request from NEWCO 1, GEAC fails to
respond, within four (4) weeks after the making of such request (or such shorter
period if NEWCO 1 has a deadline of less than four weeks), which request
includes the specific reference to this consequence. Notwithstanding the
foregoing, NEWCO 1 will have the right to pay, settle or compromise any such
claim, action or suit without such consent, provided that in such event NEWCO 1
will waive any right to indemnity therefor hereunder unless such consent is
unreasonably withheld.

                           SECTION 8 GENERAL MATTERS

8.1   Expenses and Taxes

      Each of GEAC and NEWCO 1 will be responsible for the expenses (including
      fees and expenses of legal advisers, accountants and other professional
      advisers) incurred by them, respectively, in connection with the
      negotiation and settlement of this Agreement and the completion of the
      transaction contemplated by this Agreement.

8.2   Joint and Several Liability

      It is agreed that the two GEAC entities specified in this Agreement will
      be severally and jointly liable for all obligations arising out of or in
      connection with this Agreement.

      The following Schedules are attached to this Agreement:

      4.1,3.4.4,4.2.2,4.2.4,4.2.9,5.1.11

8.3   Gender

      In this Agreement, unless the context otherwise requires, words importing
      the singular include the plural and vice versa and words importing gender
      include all genders.

8.4   Notices






      Any notice or other communication required or permitted to be given under
      this Agreement will be in writing and will be given by prepaid first-class
      mail, by facsimile or other means of electronic communication or by
      hand-delivery as provided below. Notice of change of address will also be
      governed by this section. Notices and other communications will be
      addressed as follows:

(a)   if to GEAC:

      GEAC Computer Corporation Ltd.
      Yonge Street
      Toronto, Ontario M2P 2G2
      Canada

      Attention: General Counsel

      Telecopier number: +1-416-642-8453

(b)   if to NEWCO 1

      Ingleby (1306) Limited
      1690 Park Avenue
      Aztec West
      Almondsbury
      Bristol, BS42 4RA

      Attention: Managing Director

Notwithstanding the foregoing, any notice or other communication required or
permitted to be given by any party pursuant to or in connection with any
arbitration procedures contained in this Agreement or in any Schedule may only
be delivered by registered mail.

8.5   Invalidity of Provisions

      Each of the provisions contained in this Agreement is distinct and
      severable and a declaration of invalidity or unenforceability of any
      provision or part of this Agreement by a court of competent jurisdiction
      will not affect the validity or enforceability of any other provision of
      this Agreement. If a provision of the Agreement is declared invalid or
      unenforceable by a court or tribunal of competent jurisdiction, the
      parties will use their best efforts to replace that provision with a valid
      and enforceable Provision that to the extent possible, preserves the
      intent of the original provision.

8.6   Waiver, Amendment

      Except as expressly provided in this Agreement, no amendment or waiver of
      this Agreement will be binding unless executed in writing. No waiver of
      any Provision of this Agreement will constitute a waiver of any other
      Provision nor will any waiver of any



      Provision of this Agreement constitute a continuing waiver unless
      otherwise expressly provided.

8.7   Choice of Law

      This Agreement is governed by and shall be construed and interpreted in
      accordance with the laws of Austria, without reference or application of
      any conflicts of laws or the United Nations Convention on Contracts for
      the International Sale of Goods. Claims based on this Agreement shall, to
      the exclusion of all other courts non-exclusive jurisdiction of Austrian
      courts might be more advantageous to Ingleby because it would allow them
      to sue at seller's corporate seat; stipulation of jurisdiction subject to
      Art 17 Brussels Convention; finally, we would like to draw your attention
      to the fact that judgements of Austrian courts cannot be enforced in
      Canada (with the exception of the province of British Columbia); we
      therefore propose to replace the provision by an arbitration clause), be
      filed exclusively with the court having jurisdiction for the first
      district of Vienna (depending on the value in dispute the Commercial
      District Court of Vienna ("Bezirksgericht fur Handelssachen Wien") or the
      Commercial Court of Vienna ("Handelsgericht Wien").


        "GEAC Canada Limited"                    "Ingleby (1306) Limited"
- --------------------------------------         ------------------------------
         GEAC Canada Limited                      Ingleby (1306) Limited


 "GEAC Computer Corporation Limited"
- --------------------------------------
  GEAC Computer Corporation Limited

EX-10.7

                                                                    Exhibit 10.7

                             L E A S E  B E T W E E N

                             GUARSEL PARTNERSHIP
                             (Landlord)

                             and

                             GEAC CANADA LIMITED
                             (Tenant)

                             Dated: February 28, 1989

                                      INDEX



                                                                            PAGE
                                                                         
ARTICLE I Leased Premises, Term And Acceptance Of The Leased Premises..........1
         Section 1.01  Leased Premises.........................................1
         Section 1.02  Use of Additional Areas.................................1
         Section 1.03  Grant and Term..........................................2
         Section 1.04  Rent Free Period........................................2
         Section 1.05  Construction of the Leased Premises.....................2
         Section 1.06  Option to Renew.........................................3

ARTICLE II Rent................................................................4
         Section 2.01  Covenant to Pay.........................................4
         Section 2.02  Basic Rent..............................................4
         Section 2.03  Security Deposit........................................5
         Section 2.04  Rent Past Due...........................................5
         Section 2.05  Net Lease...............................................5

ARTICLE III Taxes And Operating Costs..........................................5
         Section 3.01  Taxes Payable by the Landlord...........................5
         Section 3.02  Taxes Payable by the Tenant.............................5
         Section 3.03  Business Taxes and Other Taxes of the Tenant............6
         Section 3.04  Tenant's Responsibility.................................6
         Section 3.05  Tenant's Proportionate Share of Operating Costs.........7
         Section 3.06  Payment of Taxes and Operating Costs...................10

ARTICLE IV Development - Control And Services.................................10
         Section 4.01  Control of the Building................................10
         Section 4.02  Landlord's Services....................................11

ARTICLE V Utilities...........................................................13
         Section 5.01  Charges for Utilities..................................13

ARTICLE VI Use Of The Leased Premises.........................................14
         Section 6.01  Use of the Leased Premises.............................14
         Section 6.02  Quiet Enjoyment........................................14
         Section 6.03  Observance of Law......................................14
         Section 6.04  Conduct of Business....................................15

ARTICLE VII Insurance And Indemnity...........................................15
         Section 7.01  Tenant's Insurance.....................................15
         Section 7.02  Increase in Insurance Premiums.........................17
         Section 7.03  Cancellation of Insurance..............................18
         Section 7.04  Loss or Damage.........................................18
         Section 7.05  Landlord's Insurance...................................18
         Section 7.06  Indemnification of the Landlord........................19

ARTICLE VIII Maintenance, Repairs And Alterations.............................20
         Section 8.01  Maintenance, Repairs and Alterations
                       by the Tenant..........................................20
         Section 8.02  Landlord's Approval of the Tenant's Repairs
                       and Alterations........................................20


                                      -i-

                                     INDEX
                                  (CONTINUED)



                                                                            PAGE
                                                                         
         Section 8.03  Maintenance, Repairs and Alterations
                       by the Landlord........................................21
         Section 8.04  Removal and Restoration by the Tenant..................22
         Section 8.05  Tenant to Discharge all Liens..........................23
         Section 8.06  Signs and Advertising..................................23

ARTICLE IX Damage And Destruction.............................................24
         Section 9.01  Destruction of the Leased Premises.....................24
         Section 9.02  Destruction of the Building............................25
         Section 9.03  Expropriation..........................................25

ARTICLE X Transfer And Sale...................................................26
         Section 10.01 Assignment and Subletting..............................26
         Section 10.02 No Advertising of the Leased Premises..................28
         Section 10.03 Corporate Ownership....................................29
         Section 10.04 Assignment by the Landlord.............................29

ARTICLE XI Access And Alterations.............................................29
         Section 11.01 Right of Entry.........................................29

ARTICLE XII Status Statement, Attornment And Subordination....................30
         Section 12.01 Status Statement.......................................30
         Section 12.02 Subordination and Attornment...........................30
         Section 12.03 Attorney...............................................31
         Section 12.04 Financial Information..................................31

ARTICLE XIII  Default.........................................................31
         Section 13.01 Right to Re-enter......................................31
         Section 13.02 Right to Relet.........................................32
         Section 13.03 Expenses...............................................33
         Section 13.04 Waiver of Exemption from Distress......................33
         Section 13.05 Landlord's Rights......................................33
         Section 13.06 Rent Past Due..........................................34
         Section 13.07 Remedies Generally.....................................34

ARTICLE XIV  Miscellaneous....................................................34
         Section 14.01 Rules and Regulations..................................34
         Section 14.02 Intent and Interpretation..............................34
                  (a)  Net Lease..............................................34
                  (b)  Obligations as Covenants...............................35
                  (c)  Captions and Section Numbers...........................35
                  (d)  Extended Meanings......................................35
                  (e)  Partial Invalidity.....................................35
                  (f)  Entire Agreement.......................................35
                  (g)  Governing Law..........................................36
                  (h)  Time of the Essence....................................36
         Section 14.03 Overholding - No Tacit Renewal.........................36


                                      -ii-

                                     INDEX
                                  (CONTINUED)



                                                                            PAGE
                                                                         
         Section 14.04 Successors.............................................36
         Section 14.05 Tenant Partnership.....................................36
         Section 14.06 Waiver.................................................37
         Section 14.07 Accord and Satisfaction................................37
         Section 14.08 Force Majeure..........................................37
         Section 14.09 Notices................................................37
         Section 14.10 Registration...........................................38
         Section 14.11 Directory Board........................................38
         Section 14.12 Accrual of Basic Rent and Additional Rent..............38
         Section 14.13 Compliance with The Planning Act.......................38
         Section 14.14 Inducement to Lease....................................39
         Section 14.15 Option to Lease Additional Premises....................42
         Section 14.16 Right of First Refusal.................................42
         Section 14.17 Right to Relocate......................................43
         Section 14.18 Right to Cancel........................................44
         Section 14.19 Survival of Covenants..................................44


SCHEDULES AND APPENDICES

SCHEDULE "A"      LEGAL DESCRIPTION OF THE LANDS
SCHEDULE "B"      FLOOR PLAN
SCHEDULE "C"      CONSTRUCTION OF THE LEASED PREMISES
SCHEDULE "D"      METHOD OF FLOOR MEASUREMENT
SCHEDULE "E"      RULES AND REGULATIONS
SCHEDULE "F"      DEFINITIONS
SCHEDULE "G"      PARKING
SCHEDULE "H"      PERSONAL PROPERTY SECURITY AGREEMENT - GEAC
                  CANADA LIMITED
SCHEDULE "I"      PERSONAL PROPERTY SECURITY AGREEMENT - GEAC
                  COMPUTER CORPORATION LIMITED
APPENDIX "A"      INDEMNITY AGREEMENT
APPENDIX "B"      ARCHITECT'S CERTIFICATE

                                     -iii-

                  THIS LEASE is dated the 28th day of February, 1989.

IN PURSUANCE OF THE SHORT FORM OF LEASES ACT (ONTARIO).

B E T W E E N:

                           GUARSEL PARTNERSHIP

                           (the "Landlord")

                                                    OF THE FIRST PART,

                           -and-

                           GEAC CANADA LIMITED

                           (the "Tenant")

                                                    OF THE SECOND PART.

                                   ARTICLE I
           LEASED PREMISES, TERM AND ACCEPTANCE OF THE LEASED PREMISES

                  WITNESSETH that in consideration of the rents, covenants and
agreements hereinafter reserved and contained on the part of the Tenant, the
Landlord hereby demises and leases to the Tenant, certain premises (the "Leased
Premises") located on the third floor of the Building located off Allstate
Parkway at the intersection of Highways 404 and 7, in the Town of Markham, in
the Province of Ontario, municipally known as 11 Allstate Parkway, and being
more particularly described in Schedule "A" to this Lease.

SECTION 1.01 LEASED PREMISES

                  The approximate location of the Leased Premises to be
completed in accordance with Schedule "C" attached hereto is shown outlined in
red on the Floor Plan attached as Schedule "B". The parties acknowledge and
agree that the Usable Area of the Leased Premises is twenty-four thousand four
hundred and twenty-seven (24,427.00) square feet and the Rentable Area of the
Leased Premises is twenty-five thousand two hundred and eighty-six (25,286)
square feet, as certified by the Architect in accordance with Schedule "D" which
certificate is dated January 23, 1989, and attached hereto as Appendix "B". The
Leased Premises exclude any part of the exterior face of the building.

SECTION 1.02 USE OF ADDITIONAL AREAS

                  The Tenant's use of the Leased Premises includes the
non-exclusive right of the Tenant and persons having business with the Tenant in
common with the Landlord and all others entitled, to the use of those common
Areas and Facilities of the Building as are required incidental to the Tenant's
business operations.

                                      -2-

SECTION 1.03 GRANT AND TERM

                  The Tenant shall, subject to the other provisions of this
Lease, have and hold the Leased Premises during the term (the "Term"), which is
the period of ten (10) years commencing on May 1, 1989 (the "Commencement Date")
and expiring on April 30,
1999.

SECTION 1.04 RENT FREE PERIOD

                  Notwithstanding anything to the contrary contained herein, the
Tenant shall be entitled to occupy the Leased Premises without any obligation to
pay Basic Rent:

         (a) during the period from and including the day the Tenant is given
possession of the Leased Premises by the Landlord to complete Tenant's Work, to
and including August 31, 1989,

         (b) during the period from and including February 1, 1991, to and
including April 30, 1991,

         (c) during the period from and including February 1, 1992, to and
including April 30, 1992, and

         (d) during the period from and including February 1, 1993, to and
including April 30, 1993,

(collectively the "Rent Free Period") provided that during the Rent Free Period
the Tenant shall be bound by all of the other terms, covenants and conditions
contained in this Lease including, without limitation, all provisions relating
to payment of Additional Rent and the requirements for insurance pursuant to
Article VII and the indemnification of the Landlord for the acts and omissions
of the Tenant during the Rent Free Period.

SECTION 1.05 CONSTRUCTION OF THE LEASED PREMISES

         (a) The Landlord will complete the work designated as "the Landlord's
Work' in accordance with Schedule "C".

         (b) The Tenant will complete the work designated as "the Tenant's Work"
in accordance with Schedule "C", and will pay, as any charges specified in that
Schedule.

         (c) The Landlord may (but shall not be obligated to) give the Tenant
seven (7) days' prior written notice of the date upon which possession of the
Leased Premises will be available to the Tenant (in common with the Landlord and
the Landlord's contractors and employees) with the Landlord's Work (as set out
in Schedule "C") being substantially completed or completed to an extent that
the Tenant's Work can be performed in conjunction with the Landlord's Work. The
Tenant will examine the Leased Premises before taking possession and unless the
Tenant furnishes the Landlord with written notice specifying any defects within
ten (10) days after taking possession, the Tenant will be deemed to have
examined the Leased Premises and to have agreed that they are in good order.
There is no promise, representation or undertaking by or binding upon the
Landlord with respect to any alteration, remodelling or redecorating of or

                                      -3-

installation of equipment or fixtures in the Leased Premises, unless expressly
set forth in this Lease.

         (d) For greater certainty, during the Rent Free Period, the Tenant will
be bound by all of the terms, covenants and conditions of this Lease (including
the payment of all insurance, electricity, water, temporary heat, security,
refuse removal and other utilities and services furnished to the Tenant or its
contractors by the Landlord or others, and all other Additional Rent) except
those requiring payment of Basic Rent.

         (e) In the event of a dispute as to (i) completion of the Landlord's
Work, or (ii) the availability of the Leased Premises for possession by the
Tenant, or (iii) the Rentable Area of the Leased Premises, or (iv) the Usable
Area of the Leased Premises, a certificate of the Landlord's Architect will be
conclusive and binding upon the parties hereto.

         (f) The Commencement Date will be postponed (and this postponement will
be accepted by the Tenant as full compensation) if there is a delay which
results in the Building or the Landlord's Work not being completed on schedule.
In the event that the Commencement Date is postponed as hereinbefore
contemplated then all relevant dates including relevant dates for the
performance of obligations by the Landlord and the Tenant and the date of
expiration of the Term, shall also be delayed by an equivalent amount of time.

SECTION 1.06 OPTION TO RENEW

                  So long as the Tenant and occupant of the Leased Premises is
GEAC CANADA LIMITED and provided the Tenant is not in default under the terms of
this Lease, the Landlord will grant to the Tenant the option to extend the Term
of this Lease for a further period of five (5) years, on an "as is" basis upon
the same terms and conditions as set out in this Lease, except:

         (i) for Landlord's Work and payment of any allowance to the Tenant,

         (ii) for the provisions of Section 14.16 herein,

         (iii) that there shall be no further right of renewal,

         (iv) that the Tenant shall enter into documentation prepared by the
Landlord to give effect to any such renewal, and

         (v) for the Basic Rent to be paid by the Tenant which shall be the
Landlord's posted rental rate for premises in the Building comparable to the
Leased Premises, but shall in no event be less than the fixed minimum annual
rental payable during the last year of the original Term of this Lease.

                  In order to validly exercise the forgoing option to renew, the
Tenant shall give the Landlord at least six (6) months written notice prior to
the expiration of the original Term of the Lease of its intention to so renew
the term of this Lease, and otherwise such option to renew shall be null and
void. If the Tenant gives the appropriate notice within the time limit set out

                                      -4-

herein for renewing the term of the Lease, it will forthwith execute the
documentation submitted by the Landlord pursuant to Section 1.06 above.

                                   ARTICLE II
                                      RENT

SECTION 2.01 COVENANT TO PAY

                  The Tenant covenants with the Landlord:

         (a) To pay Basic Rent, and

         (b) To pay, as Additional Rent, it's Proportionate Share of Taxes and
Operating Costs in accordance with the provisions of Article III herein, all
costs and expenses with respect to Utilities as more particularly set out in
Article V; the cost of Landlord's services, if applicable, as more particularly
set out in Section 4.02 herein; and any other costs and expenses as hereinafter
set forth.

SECTION 2.02 BASIC RENT

                  The Tenant will, subject to the provisions of Section 1.04
herein, throughout the Term pay to the Landlord as Basic Rent an annual sum:

         (a) during the period from and including September 1, 1989, to and
including May 31, 1990, based upon an annual rate of Thirteen Dollars ($13.00)
per square foot of the Rentable Area of the Leased Premises;

         (b) during the period from and including June 1, 1990, to and including
May 31, 1991, based upon an annual rate of Fourteen Dollars ($14.00) per square
foot of the Rentable Area of the Leased Premises;

         (c) during the period from and including June 1, 1991, to and including
May 31, 1994, based upon an annual rate of Fifteen Dollars ($15.00) per square
foot of the Rentable Area of the Leased Premises; and

         (d) during the period from and including June 1, 1994, to and including
May 31, 1999, based upon an annual rate of Eighteen Dollars ($18.00) per square
foot of the Rentable Area of the Leased Premises,

payable in consecutive monthly instalments each in advance on the first day of
each calendar month during the aforesaid periods of time. Basic Rent will be
prorated on a daily basis for any fractional month period at the beginning or
end of the Term. When the Rentable Area of the Leased Premises is calculated by
the Landlord, the Basic Rent will if necessary, be adjusted accordingly.

                  The Tenant will deliver to the Landlord at the beginning of
each Rental Year throughout the Term, a series of monthly postdated cheques for
such Rental Year for the

                                      -5-

aggregate of the monthly payments of Basic Rent and of any payments of
Additional. Rent estimated by the Landlord and any payments required by this
Lease to be paid monthly in advance.

SECTION 2.03 SECURITY DEPOSIT

                  The Tenant has deposited with the Landlord's agent, Royal
LePage Commercial Real Estate Services, Fifty Thousand Dollars ($50,000.00) (the
"Deposit"), in an interest bearing trust account, and which shall be applied on
account of all Rent, including Basic Rent and all Additional Rent, payable by
the Tenant for the first months of the Term.

SECTION 2.04 RENT PAST DUE

                  If the Tenant fails to pay, when the same is due and payable,
any Basic Rent, Additional Rent or other amount payable by the Tenant under this
Lease, such unpaid amounts bear interest from the due date thereof to the date
of payment in full at a rate per annum which is five (5) percentage points in
excess of the minimum lending rate to prime commercial borrowers current at such
time charged by any Canadian chartered bank designated by the Landlord from time
to time.

SECTION 2.05 NET LEASE

                  This Lease is a completely net lease to the Landlord. Except
as stated in this Lease, the Landlord is not responsible for costs, charges, or
expenses relating to the Leased Premises, their use and occupancy, their
contents, or the business carried on in them, and the Tenant will pay the
charges, impositions, costs and expenses relating to the Leased Premises except
as stated in this Lease. This Section will not be interpreted to make the Tenant
responsible for ground rentals that may be payable by the Landlord, payments to
Mortgagees or, subject to Article III, the Landlord's inane taxes. Capital Tax
as defined in Section 3.05(b) is not considered as income tax.

                                  ARTICLE III
                            TAXES AND OPERATING COSTS

SECTION 3.01 TAXES PAYABLE BY THE LANDLORD

                  The Landlord will, subject to Section 3.02, pay directly to
the taxing authority all Taxes for the Building and the Lands. The Landlord may,
nevertheless, defer payment of Taxes to the fullest extent permitted by law, so
long as it diligently prosecutes any contest or appeal of Taxes.

SECTION 3.02 TAXES PAYABLE BY THE TENANT

         (a) The Tenant will pay to the Landlord as Additional Rent, in
accordance with Section 3.06, its Proportionate Share of all Taxes which are
levied or assessed against or in relation to the Building and the Lands.

                                      -6-

         (b) If the Landlord, acting equitably, determines that as a result of
the construction or installation of improvements in the Leased Premises, the use
of the Leased Premises or the particular location of the Leased Premises within
the Building, the Tenant's Proportionate Share of Taxes does not accurately
reflect the proper share of Taxes which should, in the Landlord's reasonable
opinion, be payable by the Tenant, then the Landlord may, acting equitably and
reasonably, increase or decrease the Tenant's Proportionate Share of Taxes
having regard, to the extent possible, to the assessment principles and methods
properly employed by the assessment authority having jurisdiction and the Tenant
will pay such adjusted amount rather than the Tenant's Proportionate Share as
set out in Section 3.02(a).

         (c) If there is a separate tax bill and assessment for Taxes for the
Leased Premises and the non-leaseable areas of the Building and the lands, the
Tenant will, if the Landlord requests, in lieu of paying its Proportionate
Share, pay all Taxes specified by that separate bill and assessment for Taxes
for the Leased Premises and in accordance with Section 3.06, its Proportionate
share of all Taxes which are levied or assessed against or in relation to the
Building and the lands excluding all portions thereof designated or intended by
the Landlord to be leased to tenants.

SECTION 3.03 BUSINESS TAXES AND OTHER TAXES OF THE TENANT

                  The Tenant will pay to the lawful taxing authorities, or to
the Landlord, as the Landlord directs, all business taxes, personal property
taxes, license fees or other similar rates and assessments levied or assessed
against or in relation to the Tenant's business, assets and improvements in the
Leased Premises or those of any other Person occupying the Leased Premises
(collectively, "Business Taxes"). Business Taxes include all such taxes, fees,
rates and assessments which may in the future be levied against the Landlord on
account of its ownership of or interest in the Building to the extent that the
Landlord is assessed for such Business Taxes in lieu of same being levied or
assessed against the Tenant.

SECTION 3.04 TENANT'S RESPONSIBILITY

                  The Tenant will deliver to the Landlord: (a) receipts for the
payment of all Business Taxes; (b) notices of any assessments of Business Taxes;
and (c) any additional information in connection with Business Taxes which the
Landlord reasonably requests; in each case, within five (5) days after request
by the Landlord. In addition, the Tenant will deliver to the Landlord, at least
ten (10) days prior to the last day permitted for filing an appeal, notice of
any appeal or contestation which the Tenant intends to institute with respect to
Taxes or Business Taxes, and the Tenant will consult with the Landlord and
obtain the prior written approval of the Landlord with respect to any appeal or
contestation. If the Tenant obtains such approval, the Tenant will deliver to
the Landlord such security for the payment of Taxes and Business Taxes as the
Landlord deems advisable and the Tenant will diligently prosecute any such
appeal or contestation to a speedy resolution and will keep the Landlord
informed of his progress in that regard, from time to time. The Tenant will
indemnify and hold the Landlord harmless from and against the payment of all
losses, costs, charges and expenses, including any increase in Taxes or Business
Taxes relating to the Leased Premises or the Building, which arise directly or
indirectly

                                      -7-

out of any appeal or contestation by the Tenant. The Tenant will deliver to the
Landlord such security for any increase in Taxes and Business Taxes as the
Landlord deems advisable.

SECTION 3.05 TENANTS PROPORTIONATE SHARE OF OPERATING COSTS

         (a) The Tenant will pay, in accordance with Section 3.06, the Tenant's
Proportionate Share of Operating Costs. Operating Costs include, without
limitation and without duplication, the aggregate of:

         (i)      the total annual costs and expenses of insuring the Lands, the
                  Building and the improvements and equipment and other property
                  servicing the Building from time to time, owned or operated by
                  the Landlord or for which the Landlord is legally liable, in
                  such manner and form, with such companies and such coverage
                  (including, without limitation, insurance covering loss of
                  insurable gross profits) and in such amounts as the Landlord,
                  or the Mortgagee, from time to time determines:

         (ii)     cleaning (including window cleaning), snow removal, garbage
                  and waste collection and disposal, including those costs
                  referred to in Section 4.02(c), and the costs of security and
                  supervision;

         (iii)    the aggregate of the costs and amounts paid for (1) all fuel
                  used in heating; (2) all electricity furnished by the Landlord
                  to the Building other than electricity furnished to and paid
                  for by tenants; (3) all hot and cold water other than that
                  chargeable to tenants by reason of their extraordinary
                  consumption of water; (4) heating, air-conditioning and
                  ventilating the Building including individual premises; (5)
                  telephone and other utility costs, used in the maintenance and
                  operation of the Building; and (6) installing energy
                  conservation equipment and safety or life support systems in
                  any portion of the Building;

         (iv)     salaries, wages and other amounts paid or payable for all
                  personnel including the Building manager and related staff,
                  superintendent, operating and maintenance staff, including
                  contributions and premiums towards fringe benefits,
                  unemployment and Workmen's Compensation insurance, pension
                  plan contributions and similar premiums and contributions and
                  the total charges of any independent contractors or managers
                  engaged in the repair, care, maintenance and cleaning of the
                  Building and any portion of the Lands;

         (v)      the cost of the rental of any equipment and the cost of
                  supplies, used by the Landlord in the maintenance and
                  operation of the Building and the Lands;

         (vi)     audit fees and the cost of accounting services incurred in the
                  computation of the rents and charges payable by tenants of the
                  Building;

                                      -8-

         (vii)    all repairs (including major repairs) and replacements to and
                  maintenance and operation of the Building, and the systems,
                  facilities and equipment serving the Building;

         (viii)   Capital Taxes, if any, as defined in Paragraph (b) of this
                  Section 3.05 as they relate to or are attributed by the
                  Landlord to the Building and the Lands, provided it is
                  understood that if there is no Capital Tax levied against the
                  Landlord in respect of the Building then the provisions of
                  this subparagraph 3.05(a)(viii) shall not apply until such
                  time as Capital Tax is levied;

         (ix)     depreciation or amortization of (1) the costs and expenses
                  including repair and replacement, of all maintenance and
                  cleaning equipment and master utility meters and all other
                  fixtures, equipment and facilities servicing or comprising the
                  Building (including, without limitation, the heating,
                  ventilating, air-conditioning systems serving the Building)
                  which by their nature, require periodic or substantial repair
                  or replacement, unless, pursuant to Paragraph 3.05(a)(vii),
                  they are charged fully in the Rental Year in which they are
                  incurred, in accordance with sound accounting principles, and
                  (2) the costs of improvements properly charged to capital
                  account which substantially reduce Operating Costs, amortized
                  over their useful life, as determined by the Landlord in
                  accordance with sound accounting principles;

         (x)      interest calculated at 2 percentage points above the average
                  daily prime bank commercial lending rate charged during such
                  Rental Year by the Landlord's chartered bank upon the
                  undepreciated portion of the original cost of all fixtures,
                  equipment and facilities referred to in Paragraph 3.05(a)(ix);

         (xi)     a fee of four percent (4%) of the total annual costs set out
                  in this Section 3.05 for the administration and management of
                  the Building and the Lands.

Notwithstanding the Tenant's obligations to pay operating Costs under this
Section 3.05, it is understood and agreed that the Tenant shall not be obligated
to pay for the following, save and except for damages caused by any wilful act
or omissions or negligence on the part of the Tenant:

                  (1)      any cost or expense incurred by the Landlord in
                           connection with the original initial construction of
                           the Building, including the initial construction of
                           all structural elements and installation of the
                           heating, ventilating and air-conditioning system;

                  (2)      any cost, expenses, repairs or replacements to the
                           extent necessitated by the inherent structural
                           defects or weaknesses, or faulty construction or
                           design; and

                  (3)      any cost and expense which is normally treated in
                           accordance with generally accepted accounting
                           principles as being of a capital nature

                                      -9-

                           (having regard to the usual practice for similar
                           commercial buildings) subject, however, to the
                           Tenant's obligation to pay its Proportionate Share of
                           depreciation and amortization pursuant to Section
                           3.05(a)(ix)x; and

                  (4)      any cost or expense incurred in connection with major
                           repairs or replacements to the structural elements of
                           the Building, including the foundations, structural
                           floor, bearing walls supporting or surrounding the
                           Building, or the roof, but specifically excluding the
                           roof membrane, any finished surfaces of the aforesaid
                           structural elements, and any other portions of the
                           structural elements which by their nature require
                           periodic repair and replacement which are not covered
                           by any warranties held by the Landlord.
                           Notwithstanding the foregoing, it is understood and
                           agreed the Tenant shall be liable for its
                           Proportionate Share of the on-going maintenance,
                           repair and replacement costs incurred by the Landlord
                           in respect of structural elements of the Building
                           insofar as such maintenance, repairs and replacements
                           relate to the general day-to-day upkeep and
                           maintenance of the Building.

From the total of the above costs, there is deducted

                  (aa)     all net recoveries which reduce Operating Costs
                           received by the Landlord from tenants as a result of
                           any act, omission, default or negligence of such
                           tenants or by reason of a breach by such tenants of
                           provisions in their respective leases (other than
                           recoveries from such tenants under clauses in their
                           respective leases requiring their contribution to
                           Operating Costs); and

                  (bb)     net proceeds received by the Landlord from insurance
                           policies taken out by the Landlord to the extent that
                           the proceeds relate to Operating Costs.

         (b) Capital Tax is an imputed amount presently or hereafter imposed
from time to time upon the Landlord or the Owners of the Building and Lands and
payable by the Landlord or the owners of the Building and Lands (or by any
corporation acting on behalf of the Landlord or the owners) and which is levied
or assessed against the Landlord or the owners on account of its ownership of or
capital employed in the Building and the Lands. Capital Tax will be imputed as
if the amount of such tax were that amount due if the Building and the lands
were the only real property of the Landlord and the Owners and Capital Tax
includes the amount of any capital or place of business tax levied by the
provincial government or other applicable taxing authority against the Landlord
with respect to the Building and the Lands whether or not known as Capital Tax
or by any other name.

         (c) The Tenant acknowledges that the Total Rentable Area of the
Building may contain a retail commercial area on the ground floor of the
Building in addition to the office area of the Building. The Landlord, acting
equitably, will adjust the Operating Costs pursuant to this Paragraph in
accordance with reasonable and current practices relevant to a multi-use
commercial building to include a reasonable proportion of the expenses incurred
by or on behalf of retail and other tenants in the Building who, by agreement
with the Landlord, or otherwise,

                                      -10-

have undertaken cleaning, maintenance work or other outlays usually performed by
the Landlord to the extent that those expenses if directly carried out by the
Landlord would have been included in Operating Costs. It is the intent that
office tenants will not be charged unfairly for services the Landlord may
provide to any retail tenant which are more costly to perform.

SECTION 3.06 PAYMENT OF TAXES AND OPERATING COSTS

         (a) The amounts payable by the Tenant under Sections 3.02 and 3.05 (and
Section 3.03, if applicable) may be estimated by the Landlord for such period as
the Landlord determines from time to time, and the Tenant agrees to pay the
Landlord the Tenant's Proportionate Share as so estimated, of such amounts in
monthly instalments in advance during such period as Additional Rent. The
Landlord's estimates may be revised from time to time and as soon as the
Landlord has received bills for Taxes and Operating Costs, the Landlord may bill
the Tenant for the Tenant's Proportionate Share thereof, and the Tenant will pay
the amounts billed less all amounts previously paid by the Tenant in accordance
with the estimates.

         (b) Within a reasonable period of time after the end of the period for
which the estimated payments have been made, the Landlord will determine and
advise the Tenant of the exact amount of the Tenant's Proportionate Share of
Taxes and Operating Costs, and if necessary, an adjustment will be made between
the parties within thirty (30) days after the Tenant has been advised of the
actual amounts.

                                   ARTICLE IV
                       DEVELOPMENT - CONTROL AND SERVICES

SECTION 4.01 CONTROL OF THE BUILDING

         (a) The Landlord will operate and maintain the Building in such manner
as the Landlord determines from time to time, and in a first-class manner as
would a prudent Landlord of a similar office building having regard to size, age
and location.

         (b) The Building and the lands are at all times subject to the
exclusive control, management and operation of the Landlord. The Landlord has
the right, in its control, management and operation of the Building and the
Lands, to perform all acts which, in the use of good business judgement, the
Landlord determines advisable for the efficient and proper operation of the
Building and the Lands. This includes without limitation;

         (i)      obstructing or closing off all or any part of the Building for
                  the purpose of maintenance, repair or construction:

         (ii)     employing all personnel necessary for the operation of the
                  Building. The Tenant acknowledges that the Building may be
                  managed by any Person designated by the Landlord;

         (iii)    constructing other improvements on the Lards and making
                  alterations, additions, subtractions or re-arrangements to the
                  various facilities and improvements

                                      -11-

                  comprising the Building or erected on the lands, including
                  building additional storeys and constructing facilities
                  adjoining or proximate to the Building, including parking
                  facilities, underground tunnels and pedestrian walkways and
                  overpasses; and

         (iv)     with the consent of the Tenant, not to be unreasonably
                  withheld, re-locating or re-arranging the Leased Premises from
                  that shown on Schedule "B". The Tennant acknowledges that the
                  sole purpose of Schedule "B" is to show the approximate
                  location of the Leased Premises;

         (v)      do and perform such other acts in and to the Building as in
                  the use of good business judgment, the Landlord determines to
                  be advisable for the more efficient and proper operation of
                  the Building:

         (vi)     control, supervise and regulate any parking facilities which
                  may be used in conjunction with the Building in such manner as
                  the Landlord determines from time to time, including, without
                  limitation, imposing charges or rates as may from time to time
                  be determined by the Landlord for the use of such parking
                  facilities.

         (c) Notwithstanding anything contained in this Lease, it is understood
and agreed that if as a result of the exercise by the Landlord of its rights set
out in this Section 4.01, the facilities in or improvements to the Building are
diminished or altered in any manner whatsoever, or the Leased Premises are
relocated or rearranged in any manner whatsoever, the Landlord is not subject to
any liability; nor is the Tenant entitled to any compensation diminution or
abatement of Basic Rent or Additional Rent; nor is any alteration; or diminution
of the facilities or improvements in or to the Building (including, the Leased
Premises) deemed a breach of any covenant for quiet enjoyment contained in this
Lease or implied by law.

SECTION 4.02 LANDLORD'S SERVICES

         (a) The Landlord will provide climate control to the Leased Premises
during Normal Business Hours to maintain a climate adequate for occupancy. The
Landlord will have no responsibility or liability for failure to supply a
climate control service when stopped for temporary repairs or maintenance or by
strikes or causes beyond the Landlord's reasonable control. The Tenant
acknowledges that the Landlord has installed in the Building a system for the
purpose of climate control, which system is designed to heat and cool during
normal occupancy of the Leased Premises as general offices on the basis of one
(1) person to every one hundred (100) square feet of space on an open floor
basis and based on the window shading being fully closed in those offices having
exterior windows exposed to the sun, without having regard to the Tenant's
specific use or the installation in the Leased Premises of any heat generating
equipment. Any use of the Leased Premises not in accordance with the design
standards or any arrangement of partitions which interferes with the normal
operation of such system may require alterations in the system or ducts. Any of
these alterations, if they can be accommodated by the Landlord's equipment, will
be made (i) by the Tenant (or, at the Landlord's option, by the Landlord), (ii)
in either case, at the Tenant's expense and only with the Landlord's prior
written consent, and (iii) in accordance with drawings and specifications and by

                                      -12-

a contractor first approved in writing by the Landlord. If installation of
partitions, equipment or fixtures by or on behalf of the Tenant (other than the
partitions installed pursuant to the Landlord's Work as set out in Schedule "C")
necessitates the rebalancing of the portion of the climate control equipment
installed in the Leased Premises, such work will be performed by the Landlord at
the Tenant's expense, together with an amount equal to fifteen percent (15%) of
the total expenses thereof representing the Landlord's overhead, payable by the
Tenant upon demand as Additional Rent. The Tenant acknowledges that one (1) year
may be required after the Tenant has fully occupied the Leased Premises in order
to properly adjust and balance the climate control system.

                  If the Tenant requests the provision of climate control
services to the Leased Premises after Normal Business Hours, the Landlord will
provide such services to the Tenant at the Tenant's expense at the rate
determined by the Landlord in its sole discretion, having regard to reasonable
and current practices relevant to a similar multi-use commercial building,
payable by the Tenant upon demand.

         (b) The Landlord will furnish, except temporarily when repairs are
being made, elevator service during Normal Business Hours, in common with
others. At least one (1) elevator will be operated at all times after Normal
Business Hours.

         (c) The Landlord shall when reasonably necessary from time to time
cause the floors to be swept, the windows to be cleaned and the desks, tables
and other furniture of the Tenant to be dusted, all in keeping with a
first-class office building. However, with the exception of the obligation to
cause such work to be done, the Landlord shall not be responsible for any act or
omission or commission on the part of the Persons employed to perform such work
and such work shall be done at the Landlord's direction without interference by
the Tenant and its servants or employees.

         (d) The Landlord will make water and electricity available in the
normal quantities. If the Tenant's equipment requires utilities in excess of
normal quantities, facilities to supply the excess quantities, if available,
may, at the Landlord's sole option, be provided by the Landlord at the expense
of the Tenant, with this expense payable as Additional Rent subject to the
following conditions and provided that:

         (i)      the Landlord's electrical engineer or other consultants
                  determines that such excess facilities are so required by the
                  Tenant's equipment;

         (ii)     it is within the capabilities of the Landlord and the existing
                  structure of the Building to provide such excess utilities;

         (iii)    the Landlord will have the right of refusal to supply such
                  excess utilities if the supplying of additional facilities or
                  utilities stall in any way affect the operation, the
                  aesthetics or the structure of the Building, or in any way
                  reduce the efficiency of existing electricity, water or other
                  utilities supplied to the Building; and

                                      -13-

         (iv)     the supplying of such additional facilities will be subject to
                  compliance with all provisions of law including, without
                  limitation, federal and provincial legislative enactments,
                  building by-laws and other governmental or municipal
                  regulations.

                                   ARTICLE V
                                    UTILITIES

SECTION 5.01 CHARGES FOR UTILITIES

         (a) The Tenant will pay to the Landlord, or as the Landlord otherwise
directs, as Additional Rent, the aggregate, without duplication of (except to
the extent not separately metered in respect to the Leased Premises and the
Tenant is billed directly by the utilities supplier): (i) all electricity,
water, steam charges and other utility charges applicable to the Leased Premises
on the basis of the Rentable Area of the Leased Premises (the "Utilities"); (ii)
the cost of any other charges levied or assessed in lieu of or in addition to
such Utilities as determined by the Landlord, acting reasonably; and (iii) all
costs incurred by the Landlord in determining or allocating the charge for
Utilities including, without limitation, professional engineering and consulting
fees and an administration fee of fifteen percent (15%) of the total cost of
such Utilities. The Landlord will be entitled, acting equitably, to allocate to
the Leased Premises an additional charge, as determined by the Landlord or the
Landlord's engineer, for the excess supply to, and usage of, water, electricity,
steam and other Utilities in the Leased Premises in excess of the standard usage
of general office premises in the Building.

                  Charges for Utilities will be paid in equal monthly
instalments in advance on the basis of an initial rate determined by the
Landlord's engineers. If the public utility rate is increased or decreased
during the Term, the charges will be equitably adjusted and the decision of the
Landlord, acting reasonably, will be final. The Tenant will, in addition, pay
for all costs of supplying Utilities to the Leased Premises after Normal
Business Hours as determined by the Landlord's engineers.

         (b) The Landlord will have the exclusive right to attend to any
replacement of electric light bulbs, tubes and ballasts in the Leased Premises
throughout the Term on the basis determined by the Landlord in accordance with
good commercial practice. The Tenant will pay a monthly charge (subject to
adjustment based on actual costs) per bulb, tube and ballast on account of the
cost of replacement. If the Landlord elects not to relamp and reballast, then
the replacement of electric light bulbs, tubes and ballasts in the Leased
Premises will be undertaken by the Landlord at such time as they actually burn
out and after notice from the Tenant that replacement is required. In that
event, the cost of replacement and installation will be paid by the Tenant
within 5 days after invoicing.

         (c) The Tenant shall pay for the cost of any metering which the Tenant
requests the Landlord to install in the Leased Premises or the Building, or
which the Landlord wishes to install in the Building, for the purpose of
assisting in determining the consumption of any Utility (including electricity
and water) in the Leased Premises or which may be required by the Landlord to
measure or estimate any excess usage of electricity, water or other Utility.

                                      -14-

         (d) The Tenant will pay for any costs or expenses in respect of the
Leased Premises resulting from use of equipment necessitating a dedicated
circuitry or specialized power requirement.

                                   ARTICLE VI
                           USE OF THE LEASED PREMISES

SECTION 6.01 USE OF THE LEASED PREMISES

                  The Leased Premises will be used solely for the purpose of
general offices and training facility, provided such purposes comply with the
terms, covenants and conditions of this Lease and with all applicable laws,
by-laws, regulations or other governmental ordinances from time to time in
existence. The Tenant acknowledges that it is only one of the many tenants in
the Building and accordingly will conduct its business in the Leased Premises in
a reputable and first-class manner, and in the best interests of the Building as
a whole. Any business, conduct or practice carried on by the Tenant which in the
Landlord's reasonable opinion may harm the business or reputation of the
Landlord or reflect unfavourably on the Building or its tenants, will be
immediately discontinued by the Tenant at the request of the Landlord.

SECTION 6.02 QUIET ENJOYMENT

                  If the Tenant pays the Basic Rent and Additional Rent and
observes and performs all its terms, covenants and conditions, contained in this
Lease, the Tenant will peaceably and quietly hold and enjoy the Leased Premises
for the Term hereby demised without hindrance or interruption by the Landlord,
or any other Person lawfully claiming by, through or under the Landlord, unless
otherwise permitted under the terms of this Lease. The Tenant acknowledges that
the exercise by the Landlord of any of the rights conferred on the Landlord
under this Lease will not be deemed to be a constructive or actual eviction of
the Tenant and will not be considered to be a breach of the Landlord's covenant
for quiet enjoyment.

SECTION 6.03 OBSERVANCE OF LAW

                  The Tenant will, at its expense, and subject to Section 8.02:

         (a) comply with all provisions of law including, without limitation,
all statutes, regulations, by-laws, ordinances and other requirements of
municipal, provincial, federal and other governmental bodies, agencies or
departments, which now or hereafter pertain to or affect the Leased Premises or
require or govern the making of any repairs, alterations, improvements or other
changes of or to the Leased Premises or the Tenant's use of it;

         (b) obtain all necessary permits, licenses and approvals relating to
the use of the Leased Premises and the conduct of business therein, including,
without limitation, those required under the Business Corporations Act (Ontario)
and The investment Canada Act (Canada); and

                                      -15-

         (c) carry out all modifications, alterations or changes of or to the
Leased Premises and the Tenant's conduct of business in or use of the Leased
Premises which are required by any such authorities as set out herein;

         (d) co-operate with the Landlord in, and comply with the Landlord's
requests and with all laws, by-laws, regulations and orders relating to, the
conservation of all forms of energy serving the Building.

SECTION 6.04 CONDUCT OF BUSINESS

                  The Tenant shall occupy the Leased Premises from and after the
Commencement Date and thereafter throughout the Term shall conduct continuously
and actively the business set out in Section 6.01 hereof in the whole of the
Leased Premises. In the conduct of the Tenant's business pursuant to this Lease,
the Tenant shall:

         (a) own, install in the Leased Premises and keep in good order and
             condition, free from liens or rights of third parties, only
             fixtures and equipment of first-class quality:

         (b) not permit or allow any odours, vapours, steam, water, vibrations,
             noises or other undesirable effects to emanate from the Leased
             Premises or any equipment or installation therein which, in the
             Landlord's opinion, are objectionable or cause any interference
             with the safety, comfort or convenience of the Building by the
             Landlord or any occupants thereof or their customers or invitees.
             If the Tenant is in default of any of the forgoing, the Landlord
             shall have the right to verbally inform the Tenant's manager in the
             Leased Premises thereof, whereupon the Tenant shall forthwith (i)
             take such steps as are necessary to cure any such default, and (ii)
             cease selling the offending item or items, as the case may be.

                  Any business, conduct or practice promulgated, carried on or
maintained by the Tenant, whether thorough advertising or selling procedures or
otherwise, which in the opinion of the Landlord, acting reasonably, may harm or
tend to harm the business or reputation of the Landlord or reflect unfavourably
on the Building, the Landlord or other tenants in the Building, or which may
tend to confuse, mislead, deceive or be fraudulent to the public, shall be
immediately discontinued by the Tenant at the request of the Landlord.

                                  ARTICLE VII
                             INSURANCE AND INDEMNITY

SECTION 7.01 TENANT'S INSURANCE

         (a) The Tenant will, throughout the Term (and at any other time during
which the Tenant is in possession of the Leased Premises), at its expense, take
out and keep in full force and effect the following insurance:

                                      -16-

         (i)      all risks (including flood and earthquake) property insurance,
                  in an amount equal to the full replacement cost (new) of all
                  improvements, equipment and chattels in or serving the Leased
                  Premises or for which the Tenant is legally liable;

         (ii)     extra expense insurance in such amount as will reimburse the
                  Tenant for loss attributable to all perils insured against in
                  Section 7.01(a)(i) inclining prevention of access to the
                  Leased Premises or the Building as a result of such perils;

         (iii)    if applicable, broad form boiler and machinery insurance on a
                  blanket repair and replacement basis with limits for each
                  accident in an amount of not less than the replacement cost
                  (new) of all leasehold improvements and of all boilers,
                  pressure vessels, air-conditioning equipment and miscellaneous
                  electrical apparatus owned or operated by the Tenant or by
                  others (other than the Landlord) on behalf of the Tenant in
                  the Leased Premises, or relating to or serving the Leased
                  Premises;

         (iv)     public liability and property damage insurance, including
                  personal injury liability, blanket contractual liability,
                  employers' liability, occurrence property damage and owners'
                  and contractors' protected insurance coverage, with the
                  coverage to include the activities and operations of the
                  Tenant and any other person on the Leased Premises or
                  performing work for the Tenant and all others for whom the
                  Tenant is in law responsible in any other part of the Building
                  and the Lands. The policies will,

                  (1)      be written on a comprehensive basis with inclusive
                           limits of not less than two million dollars
                           ($2,000,000) for bodily injury to any one or more
                           persons, or property damage, and such higher limits
                           as the Landlord, acting reasonably, or the Mortgagee
                           requires from time to time; and

                  (2)      name the Landlord, the Owners and the Mortgagee as
                           insureds and contain severability of interest and
                           cross-liability clauses;

         (v)      broad form Tenant's legal liability insurance for the actual
                  cash value of the Leased Premises, including loss of use
                  thereof;

         (vi)     two million dollars ($2,000,000) inclusive limits automobile
                  liability insurance on a non-owned form including contractual
                  liability, and on an owner's form, covering all licensed
                  vehicles operated by or on behalf of the Tenant; and

         (vii)    any other form of insurance as the Tenant or the Landlord,
                  acting reasonably, or the Mortgagee requires from time to time
                  in form, in amounts and for insurance risks against which a
                  prudent tenant would insure.

         (b)      The Tenant's policies will:

         (i)      with respect to leasehold improvements, contain the
                  Mortgagee's standard mortgage clause;

                                      -17-

         (ii)     with respect to property and extra expense insurance, name the
                  Landlord as an insured and contain a waiver of any subrogation
                  rights which the Tenant's insurers may have against the
                  Landlord and those for whom the Landlord is in law
                  responsible, whether the damage is caused by the act, omission
                  or negligence of the Landlord or those for whoa the Landlord
                  is in law responsible;

         (iii)    be taken out with insurers reasonably acceptable to the
                  Landlord and in a form reasonably satisfactory to the
                  Landlord;

         (iv)     be non-contributing with and apply only as primary and not as
                  excess to any other insurance available to the Landlord, the
                  Owners or the Mortgagee;

         (v)      not be invalidated as respects the interests of the Landlord,
                  the Owners, and the Mortgagee by reason of any breach or
                  violation of any warranties, representations, declarations or
                  conditions contained in the policies; and

         (vi)     contain an undertaking by the insurers to notify the Landlord,
                  the owners, and the mortgagee in writing by registered mail
                  not less than thirty (30) days prior to any cancellation or
                  material change that reduces or restricts the insurance.

                  The Tenant agrees that certificates of insurance on the
Landlord's standard form or, if required by the Mortgagee, evidence in the form
of notarized, certified copies of the policies signed by the insurers, will be
delivered to the Landlord as soon as practicable after the placing of the
required insurance.

         (c) If there is damage or destruction to the leasehold improvements in
the Leased Premises, the Tenant will use the insurance proceeds for the sole
purpose of repairing or restoring the leasehold improvements. In the event of
damage to or destruction of the Building entitling the Landlord to terminate
this Lease under Section 9.02, then, if the Leased Premises have also been
damaged or destroyed, the Tenant will forthwith pay the Landlord all of its
insurance proceeds relating to the leasehold improvements, and if the Leased
Premises have not been damaged or destroyed, the Tenant shall upon demand
deliver to the Landlord, in accordance with this Lease, the leasehold
improvements and the Leased Premises. In the event that the Tenant's insurance
proceeds exceed Seven Hundred and Fifty Thousand Dollars ($750,000.00) and the
Tenant is obligated in accordance with the terms of this Lease to repair and
restore the Premises, and the cost of such repairs and restoration, subject to
the approval of the Landlord, acting reasonably, is an amount greater than Seven
Hundred and Fifty Thousand Dollars ($750,000.00) but less than the Tenant's
proceeds, the Tenant shall retain the balance.

SECTION 7.02 INCREASE IN INSURANCE PREMIUMS

                  If (a) the occupancy of the Leased Premises; (b) the conduct
of business in the Leased Premises; or (c) any acts or omissions of the Tenant
in the Building or the Leased Premises causes or results in any increase in
premiums for the insurance carried from time to time by the Landlord with
respect to the Building, the Tenant will pay the increase in premiums within
five (5) days after invoices for additional premiums are rendered by the
Landlord.

                                      -18-

SECTION 7.03 CANCELLATION OF INSURANCE

                  If any insurance policy in respect of the Building is
cancelled or threatened by the insurer to be cancelled, or the coverage reduced
by the insurer by reason of the use and occupation of the Leased Premises and if
the Tenant fails to remedy the condition giving rise to cancellation, threatened
cancellation or reduction of coverage within forty-eight (48) hours after notice
by the Landlord, the Landlord may, at its option, either (a) exercise its rights
of re-entry including termination under Article XIII, or (b) at the Tenant's
expense, enter upon the Leased Premises and remedy the condition giving rise to
the cancellation, threatened cancellation or reduction.

SECTION 7.04 LOSS OR DAMAGE

                  None of the Landlord, the Owners, or the Mortgagee is liable
for any death or injury arising from or out of any occurrence in, upon, at, or
relating to the Building or the lands or damage to property of the Tenant or of
others wherever located, whether or not resulting from (a) the negligence of the
Landlord or those for whom it may in law be responsible, (b) the exercise by the
Landlord of any of its rights under this Lease, or (c) by Landlord's failure to
supply any services, facilities or utilities required by this Lease. This
exculpation of the Landlord from liability extends to and includes all damages,
direct, indirect or consequential, damages for personal discomfort, illness or
inconvenience, and any death, injury or damage to property or other loss
resulting from any cause, including without limitation, fire, explosion, falling
plaster, falling ceiling tile, falling ceiling fixtures and diffuser coverings,
steam, gas, electricity, water, rain, flood, snow or leaks from any part of the
Building, including pipes, sprinklers, appliances, plumbing works, roofs,
windows or the sub-surface of any floor or ceiling of the Building or from any
lands adjoining the Building. The intent of this Section is that the Tenant (and
all other Persons having business with the Tenant) is to look solely to its
insurers to satisfy any claim which may arise on account of death, injury, loss
or damage, irrespective of its cause, except with respect to any inherent
structural defects or weaknesses.

                  Notwithstanding anything contained in this Section 7.04 to the
contrary, it is understood and agreed that the Landlord is liable for any such
death or injury or any such damage to property referred to in this Section 7.04
if any such death or injury or any such damage to property is caused by or to
the extent contributed to by the wilful acts or negligence of the Landlord, but
only to the extent that (1)(i) the Tenant is not required to have insurance
coverage pursuant to Section 7.01(a) of this Lease; and (ii) the Tenant does not
otherwise have insurance coverage for any such death or injury or any such
damage to property: in any case without taking into account any deductible or
co-insurance provisions or clauses; and (2) the Landlord is indemnified by its
insurers for any such death or injury or any such damage to property.

SECTION 7.05 LANDLORD'S INSURANCE

                  The Landlord shall at all times throughout the Term carry: (i)
insurance on the Building (including the foundations and excavations) and the
equipment contained in or servicing the Building and owned by the Landlord, or
the owners (specifically excluding any

                                      -19-

property with respect to which the Tenant and other tenants are obliged to
insure pursuant to Section 7.01 or similar sections of their respective leases)
against damage by "All Risks"' perils, and comprehensive boiler and machinery
coverage in such reasonable amounts and with such reasonable deductions as would
be carried by a prudent owner of a reasonably similar office building, having
regard to size, age and location: (ii) public liability and property damage
insurance with respect to the Landlord's operations in the Building: and (iii)
other forms of insurance considered advisable by the Landlord, the Owners and
the Mortgagee, in each case, in such reasonable amounts and with such reasonable
deductions as would be carried by a prudent owner of a reasonably similar office
building.

                  Notwithstanding the Landlord's covenant contained in this
Section 7.05 and notwithstanding the Tenant's contribution to the cost of the
Landlord's insurance premiums, the Tenant acknowledges and agrees (1) the Tenant
is not relieved of any liability arising from or contributed to by its
negligence or its wilful acts or omissions, (2) no insurable interest or other
benefit (including an implied waiver of subrogation from the Landlord's
insurers) is conferred upon the Tenant under the Landlord's insurance policies,
and (3) the Tenant has no right to receive proceeds from the Landlord's
insurance policies.

                  The Landlord's policies will contain a waiver of any
subrogation rights which the Landlord's insurers may have against the Tenant and
those for whom the Tenant is in law responsible, whether the damage is caused by
the act, omission or negligence of the Tenant or those the Tenant is in law
responsible, for that portion of any claim in excess of the greater of (i) Two
Million Dollars ($2,000,000.00) or (ii) the limits of insurance in the
comprehensive general liability policy actually carried by the Tenant. The
foregoing waiver of subrogation rights does not apply, however, to damage
arising from the wilful or grossly negligent acts of the Tenant.

SECTION 7.06 INDEMNIFICATION OF THE LANDLORD

                  Notwithstanding any other terms, covenants and conditions
contained in this Lease, the Tenant will indemnify the Landlord and save it
harmless from and against all loss (including loss of rentals), claims, actions,
damages, costs, liability and expense in connection with loss of life, personal
injury, damage to property (including any portion of the Building and its
equipment, machinery, services and improvements) or any other loss or injury
whatsoever arising from or out of this Lease, or any occurrence in the Leased
Premises, or the Tenant's occupancy of the Leased Premises or the Building, or
occasioned wholly or in part by any act or omission of the Tenant or by anyone
permitted to be on the Leased Premises or the Building by the Tenant. If the
Landlord is, without fault on its part, made a party to any litigation commenced
by or against the Tenant, then the Tenant will protect, indemnify and hold the
Landlord harmless and pay all expenses and reasonable legal fees incurred or
paid by the Landlord in connection with the litigation. The Tenant will also pay
all costs, expenses and legal fees (on a solicitor and his client basis) that
may be incurred or paid by the Landlord in enforcing the terms, covenants and
conditions in this Lease.

                                      -20-

                                  ARTICLE VIII
                      MAINTENANCE, REPAIRS AND ALTERATIONS

SECTION 8.01 MAINTENANCE, REPAIRS AND ALTERATIONS BY THE TENANT

         (a) The Tenant will at all times, at its expense, maintain the whole of
the Leased Premises including without limitation, all interior partitions,
signs, doors, fixtures, shelves, equipment and appurtenances thereof and
improvements thereto, including without limitation, electrical, lighting,
wiring, plumbing fixtures and equipment and the heating, ventilating and
air-conditioning systems and equipment within or exclusively serving the Leased
Premises in good order, first-class condition and repair excluding performance
of the repairs or replacements required to the structural elements of the Leased
Premises which are the responsibility of the Landlord pursuant to Section 8.03
herein (which shall include, without limitation, periodic painting and
decoration), as determined by the Landlord, and the Tenant will make all needed
repairs and replacements with due diligence and dispatch.

         (b) The Tenant will leave the Leased Premises in a reasonably tidy
condition at the end of each Business Day in order that the Landlord's cleaning
services can be performed.

         (c) The Tenant will pay for the cost of replacement of glass broken on
the Leased Premises including outside windows and doors of the perimeter of the
Leased Premises.

         (d) At the expiration or earlier termination of the Term, the Tenant
will surrender the Leased Premises to the Landlord in as good a condition as the
Tenant is required to maintain them throughout the Term.

SECTION 8.02 LANDLORD'S APPROVAL OF THE TENANT'S REPAIRS AND ALTERATIONS

                  The Tenant will not make any repairs, alterations,
replacements, decorations or improvements ("Alterations") to any part of the
Leased Premises without first obtaining the Landlord's written approval. The
Tenant will submit to the Landlord: (a) details of the proposed work including
professionally prepared drawings and specifications, (b) any indemnification
against liens which the Landlord reasonably requires; and (c) evidence
satisfactory to the Landlord that the Tenant has obtained, at its expense, all
necessary consents, permits, licenses and inspections from all governmental and
regulatory authorities having jurisdiction. All Alterations will be performed:
(i) at the Tenant's expense; (ii) by competent workmen whose labour union
affiliations are compatible with others employed by the Landlord and its
contractors; (iii) in a good and workmanlike manner; (iv) in accordance with the
drawings and specifications approved by the Landlord; and (v) subject to the
reasonable regulations, controls and inspection of the Landlord.

                  Any Alterations made by the Tenant without the prior consent
of the Landlord or not made in accordance with the drawings and specifications
approved by the Landlord will, if requested by the Landlord, be promptly removed
by the Tenant at the Tenant's expense and the Leased Premises restored to their
previous condition. Failing such removal, the Landlord will be entitled to
remove any Alterations forthwith without notice and at the Tenant's expense. In
any

                                      -21-

event, no Alterations may be permitted if the Landlord determines that they may
weaken or endanger the structure of the Building, adversely affect the condition
or operation of or diminish the value of the Building, affect the Landlord's
coverage for zoning purposes or cause the Landlord to buy out or provide
additional parking spaces.

                  If however, the proposed Alterations or any of them affect any
part of the structure of the Building or any of the electrical, mechanical or
other base building systems, the Alterations (or the appropriate portion of
them) will be performed only by the Landlord, at the Tenant's expense, and the
Tenant will promptly reimburse the Landlord for the cost of the Alterations
(including architectural and other consulting fees) plus 15% of the total cost
representing the Landlord's overhead.

SECTION 8.03 MAINTENANCE, REPAIRS AND ALTERATIONS BY THE LANDLORD

         (a) The Landlord will, subject to Section 8.01 and Article IX, maintain
and repair the structure of the Building, including, without limitation, the
foundations, exterior wall assemblies including weather walls, sub-floor, roof,
bearing walls, and structural columns and beams of the Building and the
mechanical, electrical and other base building systems of the Building, as would
a prudent owner of a similar office building. The cost of this will be included
in Operating Costs. However, if the Landlord is required, due to the business
carried on by the Tenant, to make structural repairs or replacements by reason
of the application of laws, ordinances or other regulations of any governmental
body, or by reason of any act, omission or default of the Tenant or those for
whom the Tenant is in law responsible, then the Tenant will be liable for the
total cost of those repairs or replacements plus 15% of the total cost
representing the Landlord's overhead.

         (b) The Tenant acknowledges and agrees that subject to the provisions
of Section 7.04, as amended, the Landlord is not liable for any damages, direct,
indirect or consequential, or for damages for personal discomfort, illness or
inconvenience of the Tenant or the Tenant's servants, clerks, employees,
invitees or other Persons by reason of (i) the failure, cessation or
interruption of any Utilities, equipment, facilities or systems servicing the
Building or the Leased Premises, (whether or not supplied by the Landlord
others), or (ii) reasonable delays in the performance of any repairs,
replacements and maintenance for which the Landlord is responsible pursuant to
this Lease. The Landlord covenants and agrees to complete any of its work as
expeditiously as possible in the circumstances.

         (c) If the Tenant refuses or neglects to carry out any repairs as
required pursuant to Section 8.01, and to the reasonable satisfaction of the
Landlord, the Landlord may, but will not be obliged to, make such repairs
without being liable for any loss or damage that may result to the Tenant's
equipment, fixtures or other property or to the Tenant's business by reason
thereof, and upon completion, the Tenant will pay to the Landlord as Additional
Rent upon demand, the Landlord's costs relating to any such repairs and a sum
equal to 15% thereof representing the Landlord's overhead.

         (d) If any elevator servicing the Building or if any mechanical or base
building equipment, facilities or systems are damaged or destroyed or are in
need of repair, the Landlord

                                      -22-

will have a reasonable time in which to make the required repairs or
replacements necessary for the resumption of the services to the Leased Premises
(to the extent of the Landlord's obligations under this Lease), and the Tenant
is not entitled to any compensation or damages, but if any of the foregoing
items had became impaired, damaged or destroyed in any of the circumstances
referred to in section 8.03(c), then the Tenant will be responsible for the cost
of repairing, restoring, or making good the damage in accordance with the
provisions of Section 8.03(c).

         (e) If the Building or any part of it, or any equipment, machinery,
facilities or improvements of the Building, or the roof or outside walls of the
Building or any other structural portions of the Building require repair or
replacement or become damaged or destroyed through the negligence, carelessness,
misuse or other act of the Tenant or those for whom the Tenant is in law
responsible, or by any Person having business with the Tenant, or by the Tenant
or those for whom it is in law responsible in any way stopping up or damaging
the climate control, heating apparatus, water pipes, drainage pipes or other
equipment or facilities or parts of the Building, then the cost of the resulting
repairs, replacements, or alterations plus a sum equal to 15% of the cost will
be paid by the Tenant to the Landlord upon demand after presentation of an
account.

         (f) If any equipment installed by the Tenant requires additional
utility, electrical or mechanical facilities, the Landlord may, in its sole
discretion, if they are available, elect to install them at the Tenant's expense
and in accordance with plans and specifications to be approved in advance in
writing by the Landlord.

SECTION 8.04 REMOVAL AND RESTORATION BY THE TENANT

         (a) All alterations, decorations, additions and improvements made by
the Tenant, or made by the Landlord on the Tenant's behalf (other than the
Tenant's trade fixtures) immediately become the property of the Landlord upon
affixation or installation, without compensation therefor to the Tenant, and
will not be removed from the Leased Premises at any time unless permitted or
required by the Landlord. The Landlord is under no obligation to repair,
maintain or insure these alterations, decorations, additions or improvements.
The Tenant will, at the expiration or earlier termination of the Term, at its
cost, remove those leasehold improvements and fixtures which the Landlord
requires the Tenant to remove and will make good any damage to the Leased
Premises or the Building resulting from their installation or removal.

         (b) The Tenant may during the Term in the normal course of its business
and with the prior written consent of the Landlord remove its trade fixtures,
but only if they have become excess for the Tenant's purposes or the Tenant is
substituting new and similar trade fixtures, and in each case, only when the
Tenant is not in default under the Terms of this Lease. At the expiration or
earlier termination of the Term, the Tenant will, at its own cast, remove all of
its trade fixtures and will make good any damage to the Leased Premises or the
Building caused as a result of their installation or removal. If the Tenant does
not remove its trade fixtures at the end or earlier termination of the Term, the
trade fixtures will, at the Landlord's option, become the property of the
Landlord and may be removed from the Leased Premises and sold or disposed of by
the Landlord in such manner as it deems advisable.

                                      -23-

         (c) For greater certainty, the Tenant's trade fixtures exclude: (i)
heating, ventilating or air-conditioning systems, facilities and equipment; (ii)
floor covering affixed to the floor of the Leased Premises; (iii) light
fixtures; (iv) internal stairways and doors, if any; and (v) any fixtures,
facilities, equipment or installations installed by or at the expense of the
Landlord pursuant to Schedule "C"; all of which are deemed to be leasehold
improvements.

SECTION 8.05 TENANT TO DISCHARGE ALL LIENS

                  The Tenant shall promptly pay all of its contractors and
others supplying materials or performing work on its behalf in respect of the
Leased Premises and will do all things necessary to ensure that no lien is
registered against the Lands, Building or the Tenant's leasehold interest. If
any construction or similar lien is made, filed or registered against title to
the Lands (or part of it), the Building or against the Tenant's leasehold
interest, as a result of any work, materials or services supplied or performed
by or on behalf of the Tenant or otherwise in respect of the Leased Premises,
the Tenant will discharge it forthwith at the Tenant's expense. If the Tenant
fails to discharge the lien, then in addition to any other right or remedy of
the Landlord, the Landlord may elect to discharge the lien by paying the amount
claimed to be due, and any additional amounts as may be required at law or
otherwise, into Court or directly to the lien claimant and the amount paid by
the Landlord and all costs and expenses including all solicitor's fees (on a
solicitor and his client basis) incurred as a result of the lien including
without limitation procuring its discharge will be immediately paid by the
Tenant to the Landlord.

SECTION 8.06 SIGNS AND ADVERTISING

                  The Tenant will not place or permit any notice, lettering or
other signage on any part of the outside of the Building or the Leased Premises
or anywhere in the interior of the Leased Premises which is visible from the
outside of the Building or the Leased Premises. The Landlord will prescribe a
uniform pattern of identification signs for tenants in accordance with the
Landlord's design criteria for the Building which shall be placed by the
Landlord at the Tenant's expense on the outside of either the interior walls or
doors leading into the Leased Premises.

                  The Tenant acknowledges and agrees that the Landlord is member
of the Valleywood Business Park and is bound by certain covenants with the
Valleywood Business Park including the requirement that all signage either on
the outside of the Building, or on the Common Elements and Facilities of the
Building, or visible from the outside of the Building, is subject to the prior
written approval of the Valleywood Business Park. So long as the Tenant and
occupant of the Leased Premises is GEAC CANADA LIMITED and the Tenant leases as
at the commencement of Tenant's Work (as defined under schedule "C" attached
hereto) a minimum of Twenty-One Thousand (21,000) square feet, then, if
permitted by the Valleywood Business Park and the governmental authorities
having jurisdiction, it being understood and agreed that the Landlord shall use
all reasonable efforts to obtain any approvals necessary for such signage from
the Valleywood Business Park, the Tenant shall be entitled to identification of
its tenancy on the outside facia of the Building so long as such signage shall
be installed; (a) subject to the prior written approval of the Valleywood
Business Park, (b) subject to the Tenant obtaining at its

                                      -24-

expense, all necessary consents, permits and inspections from all municipal and
other applicable governmental authorities having jurisdiction, (c) at the sole
cost of the Tenant, (d) in a good and workmanlike manner of materials and in a
method of installation approved by the Landlord, in writing, (e) in a location
and of a size and design approved by the Landlord and the Valleywood Business
Park, in writing, (f) in accordance with drawings and specifications approved by
the Landlord and the Valleywood Business Park, in writing, and (g) such signage
shall otherwise be subject to the provisions of this Section 8.06 and Schedule
"C" attached to this Lease, where applicable. It is further understood and
agreed that the Tenant shall be responsible for the on-going operation,
insurance, maintenance and repair of any such signage at its sole cost and
expense and that the Tenant shall abide by the rules and regulations of the
Valleywood Business Park and any governmental authorities having jurisdiction
with respect to same. The Landlord may require, at its sole option, that all
maintenance and repair to be done in respect of any such signage by the Tenant
will be carried out by the Landlord's contractors and employees at the Tenant's
expense and repayable by the Tenant to the Landlord as Additional Rent with the
next monthly instalment of Basic Rent coming due.

                  If requested by the Landlord, the Tenant shall enter into an
agreement, as prepared by the Landlord at the Tenant's expense, to document
further the terms and conditions of its exterior signage permitted in accordance
with the terms of this Section 8.06.

                  At the expiration of this Lease, the Landlord, or the Tenant,
at the Landlord's request, will remove all signs installed by or on behalf of
the Tenant and all pictures, advertisements, notices, letterings or decorations
from the Leased Premises, at the Tenant's expense and the Tenant will promptly
repair all damage caused by their installation and removal.

                                   ARTICLE IX
                             DAMAGE AND DESTRUCTION

SECTION 9.01 DESTRUCTION OF THE LEASED PREMISES

         (a) If the Leased Premises are destroyed or damaged as a result of fire
or other casualty required to be insured against by the Landlord pursuant to
Section 7.05 or otherwise insured against by the Landlord and not caused by the
Tenant, and if as a result of such occurrence:

         (i)      the Leased Premises are rendered wholly or partially
                  untenantable, this Lease will continue in full force and
                  effect and the Landlord will commence diligently to restore
                  the Leased Premises to the extent only of the Landlord's Work
                  set out in Schedule "C', and only Basic Rent (but not
                  Additional Rent) will abate entirely or proportionately, as
                  the case may be, to the portion of the Leased Premises
                  rendered untenantable from the date of the destruction or
                  damage until the Leased Premises have been restored and
                  rendered tenantable by the Landlord to the extent of its
                  obligations hereunder;

         (ii)     the Leased Premises are not rendered untenantable in whole or
                  in part, this Lease will continue in full force and effect,
                  the Rent and other amounts payable by the

                                      -25-

                  Tenant will not abate and the Landlord will commence
                  diligently to restore the Leased Premises to the extent
                  required by this Section 9.01(a).

         (b) Notwithstanding Section 9.01(a), if the Leased Premises are damaged
or destroyed by any cause whatsoever, and if, in the opinion of the Landlord
reasonably arrived at, the Leased Premises cannot be rebuilt or made fit for the
purposes of the Tenant within 90 days of the damage or destruction, the
Landlord, instead of rebuilding or making the Leased Premises fit for the Tenant
in accordance with section 9.01(a) may, at its option, elect to terminate this
Lease by giving the Tenant, within 30 days after the damage or destruction,
notice of termination, and thereupon Rent and any other payments for which the
Tenant is liable under this Lease will be apportioned and paid to the date of
damage or destruction.

         (c) Once the Landlord has substantially completed its restoration work,
the Tenant will forthwith complete all work required to fully restore the Leased
Premises for business. Nothing in this Section 9.01 requires the Landlord to
rebuild the Leased Premises in the condition and state that existed before the
damage, but the Leased Premises, as re-built, will have reasonably similar
facilities and services to those in the Leased Premises prior to the damage.

SECTION 9.02 DESTRUCTION OF THE BUILDING

         (a) Notwithstanding Section 9.01, if 25% or more of the Total Rentable
Area of the Building is damaged or destroyed (irrespective of whether the Leased
Premises are damaged or destroyed) and if, in the opinion of the Landlord
reasonably arrived at, the damaged or destroyed parts of the Building cannot be
rebuilt or made fit for the purposes of the respective tenants of the space
within 90 days of the damage or destruction, then, the Landlord may, at its
option (to be exercised by written notice to the Tenant within 60 days following
the occurrence), elect to terminate this Lease. In the case of such election,
the Term and the tenancy hereby created will expire upon the thirtieth (30th)
day after such notice is given, without indemnity or penalty payable by, or any
other recourse against, the Landlord, and the Tenant shall, within such thirty
(30) day period, vacate and surrender the Leased Premises to the Landlord. Basic
Rent and Additional Rent will be payable without reduction or abatement
subsequent to the destruction or damage and until the date of termination,
unless the Leased Premises has been destroyed or damaged as well, in which event
Section 9.01 will apply.

         (b) If any part of the Building is destroyed or damaged and the
Landlord does not elect to terminate this Lease, the Landlord will commence
diligently to restore that part of the Building damaged or destroyed, but only
to the extent of the Landlord's responsibilities pursuant to the terms of the
various leases for the premises in the Building, and exclusive of any tenant's
responsibilities set out therein. If the Landlord elects to restore the
Building, or any part thereof, the Landlord may restore according to plans and
specifications and working drawings other than those used in the original
construction of the Building.

SECTION 9.03 EXPROPRIATION

                  Both the Landlord and the Tenant agree to co-operate with the
other regarding an expropriation of the Leased Premises or the Building or any
part thereof, so that each may

                                      -26-

receive the maximum award to which they are respectively entitled at law. To the
extent that any portion of the Building other than the Leased Premises is
expropriated, then, the full proceeds accruing or awarded as a result will
belong to the Landlord and the Tenant will abandon or assign to the Landlord any
rights which the Tenant may have or acquire by operation of law to those
proceeds or awards and will execute all such documents as in the opinion of the
Landlord are necessary to give effect to this intention.

                                   ARTICLE X
                                TRANSFER AND SALE

SECTION 10.01 ASSIGNMENT AND SUBLETTING

         (a) The Tenant will not: (i) assign this Lease, (ii) sublet, share or
part with possession of all or any part of the Leased Premises, nor (iii)
mortgage or encumber this Lease or the Leased Premises, to or in favour of any
Person (collectively, a "Transfer") without the prior written consent of the
Landlord and the owners which consent will not be unreasonably or arbitrarily
withheld or delayed. However, notwithstanding any statutory provisions to the
contrary, it will not be considered unreasonable for the Landlord and the Owners
to take into account the following factors in deciding whether to grant or
withhold its consent:

                  (1)      whether any such Transfer violates or breaches is
                           contrary any covenants or restrictions granted by the
                           Landlord to other existing or prospective tenants or
                           occupants of the Building or to Mortgagees, the
                           Owners or other parties, regardless of when given;

                  (2)      whether in the Landlord's opinion the financial
                           background, business history and capability of the
                           Transferee is satisfactory;

                  (3)      whether any such Transferee intends to actually use
                           and occupy the Leased Premises in accordance with the
                           terms of this Lease; and

                  (4)      whether the Tenant is in default under the terms,
                           covenants and conditions of the Lease.

The consent by the Landlord and the Owners to any Transfer will not constitute a
waiver of the necessity for consent to any subsequent Transfer. This restriction
against a Transfer includes a prohibition against a Transfer by operation of
law, including without limitation, an amalgamation. No Transfer will take place
by reason of a failure by the Landlord to give notice to the Tenant within
thirty (30) days as required by Section 10.01(b) and the Landlord shall be
deemed to have withheld its consent to any such Transfer.

         (b) If the Tenant intends to effect a Transfer, then the Tenant will
give prior written notice to the Landlord of such intent, specifying the
proposed assignee, subtenant, occupant or other Person taking the Transfer
(collectively, a "Transferee") and providing such information with respect
thereto including, without limitation, information concerning the principals
thereof and as to any credit, financial or business information relating to the
proposed Transferee, as the

                                      -27-

Landlord, the Owners or the Mortgagee require. The Landlord will, within 30 days
after having received notice and all necessary information, notify the Tenant in
writing that the Landlord and the owners consent or do not consent to the
Transfer in accordance with the provisions and qualifications of section
10.01(a), or (ii) notwithstanding the provisions of Section 10.01(a), it elects
to cancel this Lease in preference to giving consent. If the request for consent
relates to only a part of the Leased Premises, the Landlord's rights to cancel
this Lease will relate only to such part and in this event the Tenant will, at
its expense, arrange for the partitioning of the Leased Premises so as to
separate the part being Transferred froth the remainder of the Leased Premises.
If the Landlord elects to cancel this Lease, the Tenant will notify the Landlord
in writing within fifteen (15) days thereafter of the Tenant's intention either
to refrain from such Transfer or to accept the cancellation of this Lease. If
the Tenant fails to deliver notice within the fifteen (15) day period, this
Lease will be terminated upon the expiration of the fifteen (15) day period. If
the Tenant advises the Landlord it intends to refrain from such Transfer, the
Landlord's election to cancel this Lease will became null and void in such
instance.

         (c) The Landlord acknowledges that the Tenant has leased in excess of
its own space requirements for the purpose of subletting a portion of the Leased
Premises to dealers of the Tenant for the sauce use permitted under Section 6.01
of this Lease. The Landlord therefore covenants and agrees that so long as the
Tenant and occupant of the Leased Premises is GEAC CANADA LIMITED and has not
failed or neglected to remedy or commenced to remedy any default or breach of
its obligations as set out in this Lease after notice within the times set forth
in this Lease, then the Landlord's right to cancel this Lease as provided under
this Section 10.01(b) shall not apply and the Tenant shall have the right to
sublet a portion of the Leased Premises to a sublessee of the Tenant as
aforesaid, upon first obtaining the consent of the Landlord and the Owners,
which consent may not be unreasonably withheld, based upon the criteria set out
in subparagraphs (1) through (4) of Section 10.01(a) and, for greater certainty,
all of the other provisions of this Article X shall apply in respect of any such
Transfer, except Subsection 10.01(e).

         (d) If there is a permitted Transfer, the Landlord may collect Rent
from the Transferee, and apply the net amount collected to the Rent required to
be paid pursuant to this Lease, but no acceptance by the Landlord of any
payments by a Transferee will be a waiver of this covenant, or the acceptance of
the Transferee as the Tenant, or a release of the Tenant from the further
performance by the Tenant of its covenants or obligations contained in this
lease. Any document evidencing the Transfer will be prepared by the Landlord or
its solicitors, and all legal costs with respect thereto will be paid by the
Tenant to the Landlord or its solicitors within five (5) days after demand as
Additional Rent. Any consent by the Landlord and the owners will be subject to
the Tenant executing and causing the Transferee to promptly execute an agreement
directly with the Landlord agreeing (i) to be bound by all of the terms,
covenants and conditions contained in this Lease as if the Transferee had
originally executed this Lease as Tenant; and (ii) to amend the Lease to
incorporate such terms, covenants and conditions as are necessary so that the
Lease will be in accordance with the Landlord's standard form of office lease in
use for the Building at such time. Notwithstanding any Transfer, the Tenant will
be jointly and severally liable with the Transferee on this Lease and will not
be released from performing any of the terms, covenants and conditions of this
Lease. If the Tenant shall receive from any Transferee of

                                      -28-

this Lease, either directly or indirectly, any consideration for the Transfer of
this lease, either in the form of cash, goods, services or otherwise (excluding
any consideration for the Tenant's trade fixtures and business goodwill), the
Tenant shall forthwith pay an amount equivalent to such consideration to the
Landlord and such consideration shall be deemed to be further Additional Rent
hereunder. In the event of any Transfer which is a sublet of the Leased Premises
by the Tenant by virtue of which the Tenant receives a rent in the form of cash,
goods or services from the Transferee which is greater than the Rent payable
hereunder to the Landlord, the Tenant will pay any such excess to the Landlord
in addition to all Rent payable under this Lease and such excess rent shall be
deemed to be further Additional Rent.

         (e) If the Tenant receives consent under Section 10.01(a), it will be
subject to the condition that the Basic Rent payable by the Transferee to the
Landlord will be not less than the greatest of:

         (i)      the Basic Rent payable pursuant to Section 2.02; or

         (ii)     the Landlord's current posted rental rate for Leased Premises
                  in the Building similar to the Leased Premises at the time of
                  the granting of the Landlord's consent; or

         (iii)    an amount equal to the Basic Rent payable pursuant to Section
                  2.02 increased to equal the amount obtained by multiplying the
                  Basic Rent by a fraction which has its numerator the C.P.I.
                  for the last month immediately preceding any such Transfer and
                  as its denominator the C.P.I. for the month in which the
                  commencement date occurs.

                  The Tenant and the Transferee shall promptly execute an
agreement prepared by the Landlord or its solicitors amending Section 2.02 in
order to provide for the payment of tine revised Basic Rent during the remainder
of the Term or the term of the Transfer, whichever is applicable, and all legal
costs with respect thereto will be paid by the Tenant to the Landlord within
five (5) days after demand. All of the other terms, covenants and conditions of
this Lease stall remain as herein specified.

                  Notwithstanding the foregoing, there shall be no increase in
the Basic Rent in the event of a Transfer permitted in accordance with the terms
of Section 10.01(c).

SECTION 10.02 NO ADVERTISING OF THE LEASED PREMISES

                  The Tenant will not print, post, display or broadcast any
notice of advertisement for the purpose of a Transfer, and it will not permit
any broker or other Person to do any of the foregoing, unless the complete text
and format of any such notice or advertisement is first approved in writing by
the Landlord. In no event, will any text or format proposed by the Tenant
contain any reference to the rental rate of the Lease Premises.

                                      -29-

SECTION 10.03 CORPORATE OWNERSHIP

         (a) If the Tenant is a corporation or if the Landlord has consented to
a Transfer of this Lease to a corporation, any transfer or issue by sale,
assignment, bequest, inheritance, operation of law or other disposition, or by
subscription from time to time of all or any part of the corporate shares of the
Tenant or of any holding body corporate or subsidiary body corporate of the
Tenant or any corporation which is affiliated with the Tenant (as those terms
are defined pursuant to the Canada Business Corporations Act and amendments
thereto), which results in any change in the present effective voting control of
the Tenant by the person holding such voting control at the date of execution of
this Lease (or at the date a Transfer of this Lease to a corporation is
permitted) will for the purposes of this Section 10.03, be deemed to be a
Transfer and the provisions of Sections 10.01(a) to 10.01(e), inclusive, will
apply to a Transfer under this Section 10.03.

         (b) The Tenant will (i) when requesting consent to a Transfer pursuant
to Section 10.03(a), provide the Landlord with such information as to the
proposed purchaser as the Landlord requires including, without limitation,
information concerning creditworthiness, financial standing and business
history; and (ii) make available to the Landlord, or its lawful.
representatives, all corporate books and records of the Tenant for inspection at
all reasonable times, in order to ascertain whether there has been any change in
control of the Tenant.

         (c) However, this Section 10.03 shall not apply to the Tenant if the
Tenant is a public corporation whose shares are traded and listed on any
recognized stock exchange in Canada or the United States, and so long as the
Landlord receives assurances satisfactory to the Landlord that there will be a
continuity of management, of the Tenant, and of its business practices and
policies, notwithstanding any such Transfer pursuant to section 10.03(a).

SECTION 10.04 ASSIGNMENT BY THE LANDLORD

                  If there is a sale, lease or other disposition by the Landlord
of the Building and/or the Lands or any part thereof, or the assignment by the
Landlord of this Lease or any interest of the Landlord hereunder, and to the
extent that the purchaser or assignee assumes the covenants and obligations of
the Landlord hereunder, the Landlord will, thereupon and without further
agreement, be relieved of all further liability with respect to its covenants
and obligations.

                                   ARTICLE XI
                             ACCESS AND ALTERATIONS

SECTION 11.01 RIGHT OF ENTRY

                  The Landlord and its agents have the right to enter the Leased
Premises at all reasonable times (except in the event of an emergency, when the
Landlord can enter at any time) to show them to prospective purchasers, lessees
or mortgagees, and to examine them and make repairs, alterations or changes to
the Leased Premises or the Building as the Landlord considers necessary
including, without limitation, repairs, alterations or changes to the pipes,
conduits, wiring, ducts and other installations in the Leased Premises where
necessary to serve another

                                      -30-

part of the Building. For that purpose, the Landlord may take all required
material into the Leased Premises and may have access to the underfloor ducts
and access panels to mechanical shafts and the Landlord has the right to check,
calibrate, adjust and balance controls and other parts of the heating,
ventilating and air-conditioning. The Rent will not abate while any repairs,
alterations or changes are being made due to loss or interruption of the
business of the Tenant or otherwise, and subject to the provisions of Section
7.04, as amended, the Landlord will not be liable for any damage, injury or
death caused to any Person, or to the property of the Tenant or of others
located on the Leased Premises as a result of the entry. If the Tenant is not
present to permit an entry into the Leased Premises at the time that the entry
is necessary, then the Landlord may, in the case of an emergency, forcibly enter
the Leased Premises to exercise its rights order this Section.

                                  ARTICLE XII
                 STATUS STATEMENT, ATTORNMENT AND SUBORDINATION

SECTION 12.01 STATUS STATEMENT

                  Within ten (10) days after written request by the Landlord,
the Tenant will deliver in a form supplied by the Landlord, a status statement
or a certificate (which will be certified by the Tenant to be accurate) to any
proposed purchaser, assignee, lessor or mortgagee, or to the Landlord, which
will contain such acknowledgements and information as is customarily called for
in status statements and estoppel certificates delivered in conjunction with
commercial tenancies together with any additional acknowledgements and
information as any proposed purchaser, assignee, lessor or mortgagee requires.

SECTION 12.02 SUBORDINATION AND ATTORNMENT

         (a) This Lease and the Tenant's rights hereunder are, and will at all
times be, subordinate to any and all ground or underlying leases, mortgages,
trust deeds, financing, refinancing or collateral financing and the instruments,
as well as the charge or lien resulting from, all or any of the foregoing or any
renewals or extensions thereof from time to time in existence against the Lands
and the Building (or part thereof) (collectively, the "Encumbrances"). Upon
request, the Tenant will subordinate this Lease and all of its rights hereunder
in such form as the Landlord requires to any Encumbrance and, if requested, the
Tenant will attorn to the holder of any such Encumbrance (the "Encumbrancer") or
to the Owner.

         (b) The Tenant will, if possession is taken under, or any proceedings
are brought for possession under or the foreclosure of, or in the event of the
exercise of the power of sale under, any Encumbrance, attorn to the Encumbrancer
or the purchaser upon any such foreclosure, sale or other proceeding and
recognize the Encumbrancer or the purchaser as the Landlord under this Lease.

         (c) Upon the written request of the Tenant, the Landlord shall use its
reasonable efforts to obtain at the Tenant's expense an agreement from the
permanent financing Mortgagee(s) of the Building to the effect that upon the
execution and delivery by the Tenant to the Landlord of the Lease, if the Tenant
shall pay the Rent and comply with all terms and

                                      -31-

conditions contained in the Lease and attorn to the permanent financing
Mortgagee(s), the Tenant shall be permitted to remain in quiet possession of the
Leased Premises without interruption or disturbance from the permanent financing
Mortgagee(s); or, at the option of the permanent financing Mortgagee(s), shall
be entitled to obtain a new lease for the unexpired Term of the Lease, on the
same terms and conditions as contained in the Lease. The Tenant shall (i)
promptly execute such documents as may be required by the Landlord to give
effect to the foregoing, and (ii) indemnify the Landlord from and against all
costs, including legal costs incurred by the Landlord in connection with
obtaining and preparing any such documents.

SECTION 12.03 ATTORNEY

                  The Tenant will, upon request of the Landlord or any
Encumbrancer, execute and deliver promptly any statements, instruments and
certificates required to carry out the intent of Sections 12.01 or 12.02. If
thirty (30) days after the date of a request by the Landlord, the Tenant has not
executed the same, the Tenant hereby irrevocably appoints the Landlord as the
Tenant's attorney with full power and authority to execute and deliver in the
name of the Tenant any such statements, instruments or certificates, or the
Landlord may, at its option, terminate this Lease without incurring any
liability on account thereof, and the Term hereby granted is expressly limited
accordingly.

SECTION 12.04 FINANCIAL INFORMATION

                  The Tenant will, upon request from time to time, provide the
Landlord with such information as to the Tenant's or the Indemnifier's financial
standing and corporate organization as the Landlord or the Mortgagee reasonably
requires.

                                  ARTICLE XIII
                                     DEFAULT

SECTION 13.01 RIGHT TO RE-ENTER

                  If and whenever:

         (a)      the Tenant fails to pay any Basic Rent or Additional Rent on
                  the day or dates appointed for payment (provided the Landlord
                  first gives five (5) days' written notice to the Tenant of the
                  Tenant's failure); or

         (b)      the Tenant fails to observe or perform any other of the terms,
                  covenants or conditions of this Lease to be observed or
                  performed by the Tenant (other than the terms, covenants or
                  conditions set out below in subparagraph (c) for which no
                  notice shall be required), provided the Landlord first gives
                  the Tenant ten (10) days', or such shorter period of time as
                  is otherwise provided in this Lease, written notice of the
                  Tenant's failure and the Tenant within the 10 day period fails
                  to commence diligently and thereafter to proceed diligently to
                  cure its failure; or

                                      -32-

         (c)      the Tenant or any Indemnifier becomes bankrupt or insolvent or
                  takes the benefit of any act now or hereafter in force for
                  bankrupt or insolvent debtors or files any proposal or makes
                  any assignment for the benefit of creditors or any arrangement
                  or compromise; a receiver or a receiver manager is appointed
                  for all or a portion of the Tenant's or the Indemnifier's
                  property; any steps are taken or any action or proceedings are
                  instituted by the Tenant or by any other party to dissolve,
                  wind-up or liquidate of the Tenant or its assets; the Tenant
                  makes a sale in bulk of its assets on the Leased Premises
                  other than a bulk sale to a permitted Transferee in compliance
                  with the Bulk Sales Act (Ontario); the Tenant abandons the
                  Leased Premises, or sells or disposes of the trade fixtures,
                  goods or chattels of the Tenant or remove them from the Leased
                  Premises so that there would not in the event of such sale or
                  disposal be sufficient trade fixtures, goods or chattels of
                  the Tenant on the Leased Premises subject to distress to
                  satisfy all Rent due or accruing hereunder for a period of at
                  least three (3) months; the Leased Premises become and remain
                  vacant for a period of five (5) consecutive days; the Tenant
                  effects or permits a Transfer without the Landlord's consent
                  where required; this Lease or any of the Tenant's assets are
                  taken under any writ of execution; or re-entry is permitted
                  under any other terms of this Lease,

then the Landlord, in addition to any other rights or remedies available to it,
has the immediate right of re-entry upon the Leased Premises and it may
repossess the Leased Premises and enjoy them as of its former estate and may
expel all Persons and remove all property from the Leased Premises and such
property may be removed and sold or disposed of by the Landlord as it deems
advisable or may be stored in a public warehouse or elsewhere at the cost and
for the account of the Tenant, all without service of notice or resort to legal
process and without the Landlord being considered guilty of trespass or becoming
liable for any loss or damage which may be occasioned thereby.

SECTION 13.02 RIGHT TO RELET

         (a) If the Landlord elects to re-enter the Leased Premises, or if it
takes possession pursuant to legal proceedings or pursuant to any notice
provided for by law, it may either terminate this Lease or it may without
terminating this Lease make any alterations and repairs as are necessary in
order to relet the Leased Premises. Upon each reletting all rent received by the
Landlord will be applied, first to the payment of any indebtedness other than
Basic Rent or Additional Rent due hereunder from the Tenant to the Landlord;
second, to the payment of any costs and expenses of reletting including
brokerage fees and solicitor's fees and the costs of alterations and repairs;
third, to the payment of Basic Rent and Additional Rent due and unpaid
hereunder; and the residue, if any, will be held by the Landlord and applied in
payment of future Rent as it becomes payable hereunder. If the rent received
from a reletting during any month is less than that payable by the Tenant under
the terms of this Lease, then the Tenant will pay the deficiency in advance on
the first day of each month. No re-entry or taking possession of the Leased
premises will be construed as an election on its part to terminate this Lease
unless a written notice of that intention is given to the Tenant.
Notwithstanding any reletting without

                                      -33-

termination, the Landlord may at any time thereafter terminate this Lease for
the previous breach.

         (b) If the Landlord terminates this Lease, in addition to other
remedies available, it may recover from the Tenant all damages the Landlord
incurs by reason of the Tenant's breach, including the cost of recovering the
Leased Premises, all solicitor's fees (on a solicitor and his client basis) and
including the worth at the time of the termination of the excess, if any, of the
amount of Basic Rent and Additional Rent required to be paid pursuant to this
Lease for the remainder of the stated Term over then reasonable rental value of
the Leased Premises for the remainder of the stated Term, all of which amounts
will be immediately due and payable by the Tenant to the Landlord. On the
occurrence of any of the events referred to in Section 13.01, in addition to all
other rights, the full amount of the current month's instalment of Basic Rent
and Additional Rent payments for the current month and any other payments
required to be made monthly hereunder, together with the next three (3) months'
instalments of Basic Rent and Additional Rent for the next three (3) months, all
of which will be deemed to be accruing due on a day-to-day basis, will
immediately become due and payable as accelerated rent, and the Landlord may
immediately distrain for the same, together with any arrears then unpaid.

SECTION 13.03 EXPENSES

                  If legal action is brought for recovery of possession of the
Leased Premises, for the recovery of Basic Rent and Additional Rent or any other
amount due under this Lease, or because of the breach of any other of the
Tenant's obligations, the Tenant will pay to the Landlord all expenses incurred
therefor, including solicitors fees (on a solicitor and his client basis),
unless a court otherwise awards.

SECTION 13.04 WAIVER OF EXEMPTION FROM DISTRESS

                  The Tenant agrees that notwithstanding anything contained in
Section 30 of the Landlord and the Tenant Act (Ontario), or any statute or
provision subsequently passed to take the place of or amend the Act, none of the
goods and chattels of the Tenant which are on or have at any time been on the
Leased Premises will be exempt from levy by distress for Basic Rent or
Additional Rent in arrears by the Tenant.

SECTION 13.05 LANDLORD'S RIGHTS

                  If the Tenant fails to pay when due any Rent which is payable
to third parties, the Landlord, after giving ten (10) days' notice in writing to
the Tenant, may, but will not be obligated to, pay all or any part of the same.
If the Tenant is in default in the performance of any of its other covenants or
obligations under this Lease, including without limitation, (a) the Tenant's
insurance obligations under Article VII, and (b) the Tenant's maintenance and
repair obligations under Article VIII, the Landlord may, but will not be
obligated to, after giving such notice as it considers sufficient (or without
notice in the case of an emergency), perform or cause to be performed any of the
unperformed covenants or obligations, and if necessary the Landlord will be
entitled to enter into the Leased Premises without further notice. All expenses
incurred and expenditures made by the Landlord plus a sum equal to 15%
representing the Landlord's

                                      -34-

overhead will be paid by the Tenant as Additional Rent within ten (10) days
after demand. If the Tenant is in default in the payment of any amounts or
charges comprising Additional Rent, then the amounts will, if not paid when due,
be paid to the Landlord within ten (10) days after demand. The Landlord may, at
its option, apply or allocate any sums received from or due to the Tenant
against any amounts due and payable under this Lease in any manner which the
Landlord deems advisable.

SECTION 13.06 RENT PAST DUE

                  If the Tenant fails to pay any Basic Rent or Additional Rent
when due, the unpaid amounts bear interest from the due date to the date of
payment at an annual rate of five (5) percentage points above the minimum
lending rate to prime commercial borrowers current at that time charged by the
Landlord's chartered bank, calculated and compounded monthly.

SECTION 13.07 REMEDIES GENERALLY

                  Mention in this Lease of any particular remedy of the Landlord
does not preclude the Landlord from any other remedy, whether available at law
or in equity or by statute or expressly provided for in this Lease. No remedy
will be exclusive or dependent upon any other remedy, and the Landlord's
remedies are cumulative and not alternative.

                                  ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.01 RULES AND REGULATIONS

                  The Rules and Regulations adopted and promulgated by the
Landlord from time to time including, without limitation, those set out in
Schedule "E", are made a part of this Lease as if they were embodied herein, and
the Tenant will comply with and observe them as though they were covenants. The
Landlord reserves the right from time to time to amend or supplement the Rules
and Regulations applicable to the Leased Premises or the Building as in the
Landlord's judgment, acting reasonably and in such manner as would a prudent
Landlord of a similar office building, are from time to time needed for the
safety, care, cleanliness and efficient operation of the Building. Notice of the
Rules and Regulations and amendments and supplements, if any, will be given to
the Tenant and the Tenant will thereupon comply with and observe them provided
that they do not contradict any terms, covenants and conditions of this Lease.
The Landlord is not under any obligation to enforce the Rules and Regulations
against other tenants and is not responsible if other tenants fail to observe
them.

SECTION 14.02 INTENT AND INTERPRETATION

         (a) Net Lease

                  The Tenant acknowledges that it is intended that this Lease is
a completely net lease to the Landlord, except as expressly herein set out, that
the Landlord is not responsible during the Term for any costs, charges, expenses
and outlays of any nature whatsoever arising

                                      -35-

from or relating to the Leased Premises, or the use and occupancy thereof and
the Tenant will pay all charges, impositions, costs and expenses of every nature
and kind relating to the Leased Premises except as expressly herein set out.

         (b) Obligations as Covenants

                  Each obligation or agreement of the Landlord or the Tenant
expressed in this Lease, even though not expressed as a covenant, is considered
to be a covenant for all purposes.

         (c) Captions and Section Numbers

                  The captions, section numbers, article numbers and Table of
Contents appearing in this Lease are inserted only as a matter of convenience
anti in no way define, limit, construe or describe the scope or intent of such
sections or articles of this Lease nor in any way affect this Lease.

         (d) Extended Meanings

                  The words "hereof", "herein", "hereunder" and similar
expressions used in any Section or Subsection of this Lease relate to the whole
of this Lease and not to that Section or Subsection only, unless otherwise
expressly provided. The use of the neuter singular pronoun to refer to the
Landlord or the Tenant is deemed a proper reference even though the Landlord or
the Tenant is an individual, a partnership, a corporation or a group of two or
more individuals, partnerships or corporations. The necessary grammatical
changes required to make the provisions of this Lease apply in the plural sense
where there is more than one Landlord or Tenant and to either corporations,
males or females, shall in all instances be assumed as though-in each case fully
expressed.

         (e) Partial Invalidity

                  If any term, covenant or condition of this Lease, or the
application thereof to any Person or circumstance, is to any extent held or
rendered invalid, unenforceable or illegal, then that term, covenant or
condition: (i) is deemed to be independent of the remainder of this Lease and to
be severable and divisible therefrom, and its invalidity, unenforceability or
illegality does not affect, impair or invalidate the remainder of the Lease or
any part thereof; and (ii) continues to be applicable to and enforceable to the
fullest extent permitted by law against any Person and circumstances other than
those as to which it has been held or rendered invalid, unenforceable or
illegal. Neither party is obliged to enforce any term, covenant or condition of
this Lease against any Person, if, or to the extent by so doing, such party is
caused to be in breach of any laws, rules, regulations or enactments from time
to time in force.

         (f) Entire Agreement

                  This Lease and the Schedules, and Riders, if any, attached
together with the rules and Regulations set forth all covenants, promises,
agreements, conditions and understandings between the Landlord and the Tenant
concerning the Leased Premises and there are no other

                                      -36-

covenants, promises, agreements, conditions or understandings, either oral or
written, between them. No alteration, amendment or addition to this Lease will
be binding upon the Landlord or the Tenant unless in writing and signed by the
Tenant and by two representatives of the Landlord. No alteration, amendment or
addition to this Lease will be binding upon the Landlord or the Tenant unless in
writing and signed by the Tenant and the Landlord.

         (g) Governing Law

                  This Lease will be construed in accordance with and governed
by the laws of the Province of Ontario.

         (h) Time of the Essence

                  Time is of the essence of this Lease and of every part of it.

SECTION 14.03 OVERHOLDING - NO TACIT RENEWAL

                  If the Tenant remains in possession of the Leased Premises
after the end of the Term without having signed a new lease or an extension of
Term agreement, there is no tacit renewal of this Lease or the Term,
notwithstanding any statutory provisions or legal presumptions to the contrary,
and the Tenant will be deemed to be occupying the Leased Premises as a tenant
from month-to-month at a monthly Basic Rent equal to twice the monthly amount of
Basic Rent payable during the last month of the Term, and otherwise, upon the
same terms, covenants and conditions as are set forth in this Lease (including
the payment of Additional Rent) so far as these are applicable to a monthly
tenancy.

SECTION 14.04 SUCCESSORS

                  All rights and liabilities under this Lease extend to and bind
the heirs, executors, administrators, successors and assigns of the Landlord and
the heirs, executors, administrators and permitted successors and assigns of the
Tenant, as the case may be. No rights, however, will enure to the benefit of any
Transferee of the Tenant unless the Transfer has been consented to or is
otherwise permitted. If there is more than one the Tenant, they are all bound
jointly and severally.

SECTION 14.05 TENANT PARTNERSHIP

                  If the Tenant is a partnership ("the Tenant Partnership") each
Person who is presently a member of the Tenant Partnership, and each Person who
subsequently becomes a member of any successor the Tenant Partnership will be
and continue to be liable jointly and severally for the full and complete
performance of, and will be and continue to be subject to, the terms, covenants
and conditions of this Lease, whether or not the Person ceases to be a member of
the Tenant Partnership or successor the Tenant Partnership.

                                      -37-

SECTION 14.06 WAIVER

                  The waiver by either party of any breach of the other is not
deemed to be a waiver of any subsequent breach of the same or of any other term,
covenant or condition. The subsequent acceptance of Basic Rent or Additional
Rent by the Landlord is not deemed to be a waiver of any preceding breach by the
Tenant regardless of the Landlord's knowledge of the preceding breach at the
time of acceptance of the Rent. No term, covenant or condition of this Lease is
deemed to have been waived by the other party unless the waiver is in writing.

                  All Basic Rent and Additional Rent to be paid by the Tenant to
the Landlord will be paid without any deduction, abatement, set-off or
compensation whatsoever (except for the Basic Rent to the extent it may be
abated pursuant to Section 9.01), and the Tenant hereby waives the benefit of
any statutory or other rights in respect of abatement, set-off or compensation
in its favour at the time hereof or at any future time.

SECTION 14.07 ACCORD AND SATISFACTION

                  No payment by the Tenant or receipt by the Landlord of a
lesser amount than the monthly payment of Basic Rent or Additional Rent
stipulated is deemed to be other than on account of the earliest stipulated
Basic Rent or Additional Rent, nor is any endorsement or statement on any cheque
or any letter accompanying any cheque or payment as Rent deemed an
acknowledgement of full payment or accord and satisfaction, and the Landlord may
accept and cash any cheque or payment without prejudice to the Landlord's right
to recover the balance of the Rent due or to pursue any other remedy provided in
this Lease.

SECTION 14.08 FORCE MAJEURE

                  Notwithstanding anything in this Lease, if the Landlord is
bona fide delayed or hindered in or prevented from the performance of any term,
covenant or act required hereunder by reason of strikes, labour troubles;
inability to procure materials or services; power failure; restrictive
governmental laws or regulations; riots; insurrection; sabotage; rebellion; war;
act of God; or other reason whether of a like nature or not which is not the
fault of the Landlord in performing work or doing acts required under the terms
of this Lease, then the performance of that term, covenant or act is excused for
the period of the delay and the party delayed will be entitled to perform that
term, covenant or act within the appropriate time period after the expiration of
the period of the delay.

SECTION 14.09 NOTICES

                  Any notice, demand, request or other instrument which may be
or is required to be given under this Lease will be delivered in person or sent
by registered mail postage prepaid and will be addressed (a) if to the Landlord,
to: Sixth Floor, 8 Market Street, Toronto, Ontario, M5E 1M6, or to such other
Person or at such other address as the Landlord designates by written notice,
and (b) if to the Tenant, at the Leased Premises or, at the Landlord's option,
to the Tenant's head office, at 350 Steelcase Road West, Markham, Ontario, L3A
1B3. Any notice, demand, request or consent is conclusively deemed to have been
given or made on the day upon

                                      -38-

which it is delivered, or, if mailed, then seventy-two (72) hours following the
date of mailing, as the case may be. Either party may give written notice of any
change of its address and thereafter the new address is deemed to be the address
of that party for the giving of notices. If the postal service is interrupted or
is substantially delayed, any notice, demand, request or other instrument will
be delivered in person.

SECTION 14.10 REGISTRATION

                  Neither the Tenant nor any one on the Tenant's behalf or
claiming under the Tenant will register this Lease against the Lands or any part
thereof comprising the Building or the Leased Premises. If either party intends
to register a document for the purpose only of giving notice of this Lease or of
any assignment or sublease of this Lease, then, upon request of either party,
the other will join in the execution of a short form or notice of this Lease
which will (i) be prepared by the Landlord or its solicitors at the Tenant's
expense, (ii) only describe the parties, the Leased premises and the
Commencement Date and the expiration date of the Term, and any options to renew,
and (iii) at the Landlord's option be accompanied by a registrable power of
attorney whereby the Tenant appoints the Landlord as its attorney to execute any
instruments required under Article XII. The short form or notice of this Lease
will be subject to the prior written approval of the Landlord with the Tenant
reimbursing the Landlord for all legal fees and other expenses incurred.

SECTION 14.11 DIRECTORY BOARD

                  The Tenant will be entitled at the Landlord's expense to have
its name shown on the directory board of the Building, the Landlord will design
the style of such identification and the directory board will be located in an
area designated by the Landlord in the main lobby of the Building.

SECTION 14.12 ACCRUAL OF BASIC RENT AND ADDITIONAL RENT

                  Basic Rent and Additional Rent will be considered as annual
and accruing from day-to-day and where it becomes necessary for any reason to
calculate Rent for an irregular period of less than 1 year, an appropriate
apportionment and adjustment will be made.

SECTION 14.13 COMPLIANCE WITH THE PLANNING ACT

                  It is a condition of this Lease that the subdivision control
provisions of the Planning Act (Ontario), and amendments thereto, be complied
with if they apply. If the provisions of the Planning Act do apply, then until
any necessary consent to the Lease is obtained, the Term (including any
extensions thereof) and the Tenant's rights and entitlement granted by this
Lease are deemed to extend for a period only of twenty-one (21) years less one
(1) day from the Commencement Date.

                                      -39-

SECTION 14.14 INDUCEMENT TO LEASE

         (a) As an inducement to enter into this Lease, the Landlord has agreed
to advance to the Tenant (subject to the Tenant's compliance with the provisions
of Subsection 14.14(d) herein and after deducting any amounts owing to the
Landlord) an amount up to a maximum of Thirty Dollars ($30.00) per square foot
of the Usable Area of the Leased Premises (the "Loan") which shall be applied by
the Tenant against the costs incurred by the Tenant to complete Tenant's Work
under Schedule "C" of this Lease. The Loan shall be advanced (the "Advance") by
the Landlord in progress payments within ten (10) days of receipt from the:
Tenant of paid invoices from the Tenant's contractors and/or suppliers so long
as: (i) such expenditure by the Tenant is in accordance with plans and
specifications approved by the Landlord and does not include any chattels, trade
fixtures, furniture, equipment, inventory, stock-in-trade, or any items readily
removable from the Leased Premises; (ii) any such leasehold improvements and
fixturing is completed by contractors or workmen approved by the Landlord, all
in accordance with Schedule "C" attached hereto; (iii) the Landlord receives
proper invoices paid by the Tenant to its suppliers or contractors for such
costs; and (iv) the Tenant has entered into the Personal. Property Security
Agreement as more particularly set out in Subsection 14.14(d) herein. The amount
of the Advance shall be subject to set-off of any amount owing to the Landlord
and to any holdback requirements of the construction Lien Act, 1983, and any
other statutes, rules, orders or regulations or any governmental authority
having jurisdiction.

         (b) It is further understood and agreed by the parties that that
portion of the Loan remaining unpaid by the Landlord, if any, upon completion
and payment by the Tenant of all Tenant's leasehold improvements and fixturing
in the Leased Premises, shall be held in trust by the Landlord as a security
deposit (the "Security Deposit") for the period ending sixty (60) months later,
or such shorter period in the event of termination of the Lease by the Tenant as
provided by the terms of Section 14.18 herein (the "Security Deposit Term"). The
Security Deposit shall bear interest at the rate of interest equal to one
percent (1%) in excess of the Landlord's bankers quoted annual prime lending
rate, from time to time, calculated monthly, not in advance, for the Security
Deposit Term. The Security Deposit is to be applied as security for the due
performance by the Tenant of all covenants and obligations on its part herein
contained and the Landlord shall be entitled, at its sole discretion, to apply
any or all of the amount of the Security Deposit to any damage resulting from
any default by the Tenant of the covenants and obligations hereunder or towards
the payment or reduction of any claim of the Landlord against the Tenant. Upon
expiration of the Security Deposit Term, the balance of the Security Deposit
then outstanding, including all accrued interest, as aforesaid, will be paid by
the Landlord to the Tenant.

         (c) It is understood and agreed that the Loan represents consideration
paid by the Landlord in respect of the improvements to the Leased Premises for
the full ten (10) years of the Term granted to the Tenant and therefore is only
repayable to the Landlord in the event of early termination of the Lease as a
result of either (i) default by the Tenant in the due and punctual payment of
all Rent and all other amounts payable under the Lease or in the prompt and
complete performance of all and singular the terms, covenants and conditions
contained in the Lease on the part of the Tenant to be kept, observed and
performed, or (ii) the exercise by the

                                      -40-

Tenant of its right to cancel the Lease as provided under Section 14.18. In such
event the Loan shall be immediately due and repayable in the amount equal to the
unamortized value of the leasehold improvements made to the Leased Premises
(which the Tenant is required by this lease to leave in the Leased Premises) and
paid for by the Landlord pursuant to the provisions of Section 14.14(a) above
(the "Loan Balance"). For the purpose of this Section 14.14(c), the loan Balance
shall be deemed to equal the product obtained when the loan is multiplied by a
fraction having as its numerator the number of years and partial years left
remaining in the Term at the time of said early termination of the Lease and as
its denominator, ten (10). The Landlord shall be permitted to apply any or all
of the Security Deposit, together with accrued interest, to repayment of the
Loan Balance. The Loan Balance payable by the Tenant hereunder shall be deemed
to be Additional Rent.

         (d) In order to secure the faithful performance by the Tenant of all of
its covenants and obligations under this Lease, including the Tenant's covenant
to pay the Loan Balance outstanding as provided under subsection 14 .14 (c)
herein, (i) the Tenant covenants to enter into a personal property security
agreement (the "Personal. Property Security Agreement") with the Landlord, in
the form attached hereto as Schedule "H", and (ii) the Indemnifier covenants to
enter into a personal property security agreement (also herein referred to as
"the Personal Property Security Agreement") with the Landlord, in the form
attached hereto as Schedule "I", both simultaneously upon execution of this
Lease, failing which, this Lease may, at the Landlord's option, be terminated by
the Landlord and the Deposit returned to the Tenant with interest as set out in
Section 2.03. The Personal Property Security Agreement shall be effective for
the duration of the Term of this Lease and a notice of the security interest
will be registered under the Personal Property Security Act. The Landlord's
security interest shall be second in priority subsequent only to the security in
favour of The Toronto-Dominion Bank in connection with ordinary course of
business financing of the Tenant, as approved by the Landlord, from time to
time.

         (e) (i) Notwithstanding anything contained hereunder to the contrary,
the Landlord agrees to release its interest in the security charged by the
Personal Property Security Agreement required and entered into pursuant to the
provisions of Section 14.14(d) above so long as GEAC COMPUTER CORPORATION
LIMITED, the Indemnifier under this Lease, shall deposit with the Landlord an
irrevocable letter or letters of credit (the "Letter of Credit") from a Canadian
chartered bank in favour of the Landlord payable on demand in a form acceptable
to the Landlord in the amount of:

                  (1)      Five Hundred Thousand Dollars ($500,000.00) if the
                           Letter of credit is deposited during the first full
                           consecutive twelve (12) calendar months of the Term
                           from the Commencement Date;

                  (2)      Four Hundred Thousand Dollars ($400,000.00) if the
                           Letter of credit is deposited during the second full
                           consecutive twelve (12) calendar months of the Term
                           from the Commencement Date;

                                      -41-

                  (3)      Three hundred Thousand Dollars ($300,000.00) if the
                           Letter of credit is deposited during the third full
                           consecutive twelve (12) calendar months of the Term
                           from the Commencement Date;

                  (4)      Two Hundred Thousand Dollars ($200,000.00) if the
                           letter of credit is deposited during the fourth full
                           consecutive twelve (12) calendar months of the Term
                           from the Commencement Date: and

                  (5)      One Hundred Thousand Dollars ($100,000.00) if the
                           Letter of credit is deposited during the fifth full
                           consecutive twelve (12) calendar months of the Term
                           from the Commencement Date.

The Letter of Credit will be held by the Landlord for sixty (60) full calendar
months or until expiration of the Term of this Lease, whichever first occurs,
without liability for interest, as security for the faithful performance by the
Tenant of all of its covenants and obligations under the Lease (including the
Tenant's covenant to pay the loan Balance outstanding as provided under
subsection 14.14(c) herein).

         (ii) If the Tenant pays the Rent (including Basic Rent and all
Additional Rent) as and when due and punctually observes and perform the terms,
covenants and conditions to be observed and performed by it in accordance with
the terms of this Lease, and so long as the Tenant is GEAC CANADA LIMITED and is
itself in occupation of and conducting business in the whole of the Premises,
then from and after the expiry of each successive twelve (12) full calendar
month period after the date GEAC COMPUTER CORPORATION LIMITED deposits the
Letter of Credit with the Landlord, GEAC COMPUTER CORPORATION LIMITED may, at
its option, replace the letter of Credit with substitute Letter of Credit in the
amount which is One Hundred Thousand Dollars ($100,000.00) less than the
immediately previous Letter of Credit.

         (iii) If the Basic Rent or Additional Rent are at any time overdue and
unpaid, or if the Tenant fails to keep and perform any terms, covenants and
conditions of this Lease, then the Landlord at its option may, in addition to
any other rights it has, draw upon and apply the entire Letter of Credit in
place at such time, or as much of it as is necessary to compensate the Landlord
for loss or damage sustained or suffered by the Landlord due to the Tenant's
breach. If the entire Letter of Credit, or any portion of it, is drawn upon and
applied by the Landlord for payment of overdue Rent, then: (1) GEAC COMPUTER
CORPORATION LIMITED will, upon demand, be required to provide to the Landlord an
additional Letter of Credit or substitute Letter of Credit to ensure that the
Landlord is in possession of the amount of a Letter of Credit in the amount and
in the form originally required by the terms of this subsection 14.14 (e)(i) to
be held by the Landlord for a further sixty (60) month period, or the remainder
of the Term of the Lease, whichever first occurs, and (2) the Tenant will not be
entitled to replace the amount of the Letter of Credit as hereinbefore provided
under Subsection 14.14 (e) (ii) with a Letter of Credit which is less than the
Letter of credit then in place. If the Tenant complies with all of the terms,
covenants and conditions herein and promptly pays all of the Rent, the Letter of
Credit will be returned in full to the Tenant without interest at the expiry of
the applicable sixty (60) month period, or expiration of the Term of this Lease,
whichever first occurs.

                                      -42-

         (iv) The Landlord may deliver the current Letter of Credit in place to
any purchaser of the Landlord's interest in the Premises or the Building and if
purchaser agrees to assume the Landlord's obligations under subsection 14.14 (e)
(iii), the Landlord is thereafter relieved of all further liability with respect
to the Letter of Credit.

SECTION 14.15 OPTION TO LEASE ADDITIONAL PREMISES

                  So long as the Tenant and occupant of the Leased Premises is
GEAC CANADA LIMITED and provided the Tenant is not in default under the terms of
this Lease, then on the last day of the fifth Rental Year of the Term, which is,
subject to the provisions of Section 1.05 (b) herein, April 30, 1994 (the
"Option Date") the Tenant shall have the one-time only option (the "Option") to
lease any rentable area on the third floor of the Building either then vacant or
which will be vacant by the Option Date (the "Expansion Space") upon the
following terms and conditions:

         (a) the Option is exercisable by written notice (the "Notice to Lease
Expansion Space") to the Landlord six (6) months prior to the option Date, which
is, subject to the provisions of Section 1.05(b) herein, November 31, 1993 (the
"Exercise Date");

         (b) the Tenant shall accept the Expansion Space in an "as is" condition
and any further work in or to the Expansion space shall be completed by the
Tenant at its sole cost and expense;

         (c) the Lease of the Expansion Space shall be upon the same terms and
conditions as are contained in this Lease, save and except (i) there shall be no
Inducement or allowance payable by the Landlord, (ii) no Landlord's Work, and
(iii) the Rent payable under this Lease, including Basic Rent and all Additional
Rent, shall be adjusted to reflect the area of the Expansion Space; and

         (d) the Tenant shall enter into documentation prepared by the Landlord
to give effect to any such lease of Expansion Space.

                  If the Tenant does not advise the Landlord or fails to advise
the Landlord of its election to exercise its Option on the Option Date, then the
Landlord shall thereupon have the right to lease the Expansion Space to a third
party and the Tenant's Option shall be null and void and of no further force or
effect.

SECTION 14.16 RIGHT OF FIRST REFUSAL

                  So long as the Tenant and occupant of the Leased Premises is
GEAC CANADA LIMITED and is not in default under the terms of this Lease, then
during the initial Term of this Lease (excluding any renewal), if the Landlord
shall receive an offer to lease (the "Offer") from a bona fide party dealing at
arm's length with the Landlord and which Offer the Landlord is prepared to
accept, for that portion of rentable premises presently vacant on the ground
floor of the Building containing approximately three thousand (3,000) square
feet and outlined in yellow on Schedule "B" attached hereto (the "Additional
Premises"), then, the Landlord shall first give

                                      -43-

to the Tenant notice (the "Notice") in writing of its intention to lease the
Additional premises together with a copy of the Offer and including the terms
and conditions on which it is prepared to grant a lease to the Tenant for the
Additional Premises. The Tenant shall have ten (10) business days from the date
of receipt of the Notice within which to notify the Landlord of its election to
lease the Additional Premises in accordance with the terms and conditions of the
Notice and the Offer. If the Tenant elects to lease the Additional Premises
within the ten (10) business day period and so notifies the Landlord, the
parties shall thereafter execute a lease for the Additional Premises which shall
be on the same terms and conditions as are contained in the Notice and the
Offer. If the Tenant fails to advise the Landlord of its election within such
ten (10) day period or if the Tenant advises the Landlord of its election not to
lease the Additional. Premises, then, the first right of refusal contained in
this section 14.16 shall be null and void and of no further force or effect and
the Landlord shall be entitled to lease the Additional Premises to the bona fide
third party on the terms and conditions contained in the Notice and the Offer.
Provided, however, if the Tenant elects not to lease the Additional Premises,
the Landlord shall not thereafter lease the Additional Premises or any part
thereof to any other person, firm or corporation on any better terms and
conditions than are contained in the Notice first received by the Tenant without
giving the Tenant a new notice containing such better terms and conditions and
granting to the Tenant for period of ten (10) business days the right to lease
the Additional Premises on such better terms and conditions.

SECTION 14.17 RIGHT TO RELOCATE

                  So long as the Tenant and occupant of the Leased Premises is
GEAC CANADA LIMITED and is not in default under the terms of this Lease, then
the Tenant shall have the right at any time during the terms of this Lease,
including any renewals, to relocate to premises in any of the other buildings
owned by the Landlord at Markham Corporate Campus having a usable area at least
twenty-five percent (25%) greater than the Usable Area of the Leased Premises
(the "Relocation Premises") upon prior written request ("Request to Relocate")
from the Tenant to the Landlord to relocate to any such Relocation Premises and
subject to the terms and conditions hereinafter set out. Upon the Landlord's
receipt of the Tenant's Request to Relocate, the Landlord shall give notice to
the Tenant ("Notice of Relocation") if and when such Relocation Premises become
vacant for lease under their respective lease(s) in place at such time, and the
Tenant shall have the first option to lease such Relocation Premises
("Relocation Option"), subject to the following terms and conditions:

         (a)      the term of the Tenant's lease of the Relocation Premises
                  shall not be less than ten (10) years and the rental rate and
                  tenant inducements, if any, shall be at the then current
                  market rates for comparable buildings in the vicinity in which
                  the Relocation Premises are located;

         (b)      all other terms and conditions in respect to the Tenant's
                  lease of the Relocation Premises shall be as mutually agreed
                  upon between the Landlord and the Tenant, both acting
                  reasonably; and

                                      -44-

         (c)      the parties shall execute a surrender of this Lease at no
                  penalty to the Tenant and enter into a new lease in respect of
                  the Relocation Premises as prepared by the Landlord.

                  If the parties fail to agree upon terms and conditions in
respect of the Tenant's lease of the Relocation Premises as provided herein
within thirty (30) days of the Tenant's receipt of the Notice of Relocation and
in any event thirty (30) days prior to expiration of the Lease, then the
Tenant's Relocation Option as set out in this Section 14.17 shall be null and
void and the terms of this Lease shall prevail as if this Section 14.17 had not
formed part of this Lease.

SECTION 14.18 RIGHT TO CANCEL

                  So long as the Tenant and occupant of the Leased Premises is
GEAC CANADA LIMITED, and is not in default under the terms of this Lease, the
Tenant shall have the right to terminate this Lease on the 30th day of April,
1994 (the "Termination Date") exercisable upon written notice delivered to the
Landlord by registered mail on or before 5:00 p.m., the 30th day of April, 1993
(the "Notice Date") simultaneously with delivery to the Landlord of a certified
cheque in an amount equal, to the aggregate of: (a) the Rent to have been paid
by the Tenant under this Lease for the six (6) month period occurring after the
Termination Date, including Basic Rent and all Additional Rent as estimated by
the Landlord, in its sole discretion, and (b) the balance of the Loan
outstanding in accordance with the terms of Section 14.14(b) herein: failing
which the Tenant's right to terminate the Lease shall become null and void and
of no further force or effect.

                  If this Lease is terminated pursuant to the foregoing, the
Tenant covenants and agrees to surrender the Leased Premises and deliver up
vacant possession thereof to the Landlord upon said Termination Date in
accordance with the provisions of this Lease, and all amounts due and owing by
the Tenant pursuant to this Lease shall be apportioned as of the Termination
Date and payable upon demand by the Landlord, and the Landlord shall be
discharged from its obligations hereunder and under the Lease, and the Tenant
shall have no recourse against the Landlord for damages or otherwise.

SECTION 14.19 SURVIVAL OF COVENANTS

                  The Tenant's obligation to observe and perform its covenants
and agreements under this Lease, including any obligations on its behalf to make
readjustments on account of Additional Rent, will survive the expiration of the
Term or earlier termination of this Lease. Subject to Section 10.04, the
Landlord's obligation to observe and perform its covenants and agreements under
this Lease, including any obligations on its behalf to make any readjustments on
account of Additional Rent, will survive the expiration of the Term or earlier
termination of this Lease.

                  IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed
this Lease.

                                      -45-

SIGNED, SEALED AND DELIVERED )  GUARSEL PARTNERSHIP
in the presence of           )                                   (Landlord)
                             )
                             )  Per:    "Guarsel Partnership"
                                        ----------------------------------
                             )                                         c/s
                             )  Per:
                                        ----------------------------------
                             )
                             )
                             )  GEAC CANADA LIMITED
                             )                                     (Tenant)
                             )
                             )  Per:    "Geac Canada Limited"
                                        ----------------------------------
                             )                                         c/s
                             )  Per:
                                        ----------------------------------

                                  SCHEDULE "A"


TENANT:           GEAC CANADA LIMITED

SUITE NO.:        THIRD FLOOR

DATE:             DECEMBER 15, 1988


                         LEGAL DESCRIPTION OF THE LANDS

Block 8, Plan M-2029, Markham Corporate Campus, 11 Allstate Parkway, Markham,
Ontario, L3R 9T8.

                                  SCHEDULE "B"

TENANT:           GEAC CANADA LIMITED

SUITE NO.:        THIRD FLOOR

DATE:             DECEMBER 15, 1988

                  FLOOR PLAN OF THE FIRST FLOOR OF THE BUILDING

            The Leased Premises are more particularly delineated on the floor
plan attached to this Schedule "B". The purpose of the plan is to identify the
approximate location of the Leased Premises in the Building.

                              [FLOOR PLAN GRAPHIC]

                                  SCHEDULE "C"

TENANT:           GEAC CANADA LIMITED

SUITE NO:         THIRD FLOOR

DATE:             DECEMBER 15, 1988

                       CONSTRUCTION OF THE LEASED PREMISES
                          LANDLORD'S AND TENANT'S WORK

LANDLORD'S WORK

The Landlord shall complete the following in respect to the Leased Premises, to
the standard for the Building:

a)    Building standard front entrance door;

b)    Building standard T-bar ceilings, plug-in type fluorescent light fixtures
      and tubes located on the floor to be installed by the Tenant;

c)    prime painted perimeter drywall;

d)    provide and install a sprinkler system with sprinkler heads in accordance
      with building standard;

e)    power available to Tenant at electrical room on each floor;

f)    heating and air conditioning system laid out in accordance with Building
      standard; and

g)    apply for building permit with plans approved by Landlord and provided by
      the Tenant at the Tenant's expense.

TENANT'S WORK

1. All work required to complete the Leased Premises ready to open for business
to the public, other than those items expressly enumerated and installed as part
of the Landlord's Work, will be provided by the Tenant at its expense ("Tenant's
Work").

2. All Tenant's Work shall, be performed by or on behalf of the Tenant in a
first-class, good and workman-like manner in accordance with the design manual
provided to the Tenant by the Landlord. And any changes desired by the Tenant
which depart from the Building's standard or which involve the use of materials
not standard to the Building are subject to the Landlord's prior written
approval and will be made at the expense of the Tenant.

                                      -2-


3. All permits, excluding the building permit, necessary for the installation of
the Tenant's leasehold improvements and approval of plans must be obtained by
the Tenant at its expense from the applicable authorities prior to the
commencement of the Tenant's Work.

4. The Tenant will ensure that all work on or in respect to the Leased Premises
is to be performed by competent workman approved in writing by the Landlord and
whose labour union affiliations are compatible with others employed by the
Landlord and its contractors.

5. The Tenant and its contractors are responsible to remove garbage and debris
from the Leased Premises and the Building daily and place same into garbage
containers supplied by the Tenant's contractor for that purpose. If applicable,
all tenants will be assessed their Proportionate Share of the cost to the
Landlord of providing any empty garbage containers on the job site during the
construction of their premises. Any of the Tenant's garbage or debris removed by
the Landlord's forces will be charged to the Tenant's account.

PROCEDURES

1. The Tenant shall select a space planner (the "Space Planner") to design the
Leased Premises (the "Space Plan") and the Tenant shall notify the Landlord of
the name of the Space Planner as soon as practical following acceptance of the
offer dated November 4, 1988 (the "Offer") and entered into between the parties
hereto. Such Space Plan and any other plans and specifications in respect to
Tenant's Work shall be subject to the prior written approval of the Landlord.
The Landlord agrees to pay for the Space Planner's preliminary Space Plan and
one redraft of the Space Plan as substantiated by the Space Planner's invoice
for same. The Tenant shall be responsible for all other costs in respect of the
Space Plan including the cost of retaining and compensating the Space Planner in
the completion of its duties and responsibilities. The Tenant shall also be
responsible for the cost of any other working drawings, plans or specifications.

2. The Tenant will submit upon demand to the Landlord for the Landlord's written
approval, detailed working drawings and specifications for the Tenant's Work
including the Space Plan. Such submission shall be made on or before February 1,
1989, so as not to delay the commencement of the Landlord's Work or the Tenant's
Work. The Tenant's Work will be performed at the expense of the Tenant by
contractors, subcontractors and workmen engaged by the Tenant and first approved
by the Landlord and whose labour union affiliations are compatible with workman
employed in the Building by the Landlord.

3. Notwithstanding anything contained in this Schedule or the Lease, the
Landlord may upon reasonable notice to the Tenant require the Tenant to perform
parts of the Tenant's Work prior to the completion of the Landlord's Work in any
case where the nature or state of the work is such that the Landlord considers
it necessary or desirable to do so. The Landlord may require that all
structural, mechanical, electrical and other base building systems work to be
done with respect to the Leased Premises by or on behalf of the Tenant will be
carried out by the Landlord's contractors and employees at the Tenant's expense
and repayable by the Tenant to the Landlord upon demand as Additional Rent.

                                      -3-


4. The Tenant will, prior to entering any portion of the Building or the Leased
Premises for the commencement of the Tenant's Work, complete each of the
following obligations to the Landlord's satisfaction:

(a) obtain the Landlord's prior written approval of the Tenant's plans and
specifications, including the Space Plan;

(b) provide the Landlord with certificates of insurance on the Landlord's
standard form duly executed by the Tenant's insurers evidencing that the
insurance required to be placed by the Tenant pursuant to the Lease has been
contracted;

(c) provide evidence satisfactory to the Landlord that the Tenant has obtained
at its expense all necessary consents, permits and licenses from all appropriate
governmental and regulatory authorities. If the Tenant fails to obtain any such
required consent, permit or license, the Landlord may, but shall not be obliged
to, obtain same on behalf of the Tenant, and the cost or expense incurred by the
Landlord will be payable by the Tenant as Additional Rent forthwith on demand;

(d) provide evidence satisfactory to the Landlord of the Tenant's work schedule
for completion of the Tenant's Work;

(e) provide for the Landlord's written approval, a listing of each contractor
and subcontractor who is to perform work or supply materials in connection with
the Tenant's Work.

5. If there is any delay by the Landlord in completing the Landlord's Work in
connection with the Leased Premises or in making available the services which
the Landlord is obliged to furnish to the Leased Premises and if such delay has
been occasioned by the Tenant's delay in furnishing its plans and specifications
(including the space plan) or any other information required by this Lease or
any Schedule attached, on or before the respective dates set out for the
furnishing of such plans and specifications or the giving of such information,
or if the Landlord has been impeded in completing the Leased Premises or in
making available the services which the Landlord is obliged to furnish by any
failure of the Tenant to comply with any of the provisions of this Lease or any
Schedule attached, or by the performance by the Tenant of the Tenant's Work (as
to any and all of which the Landlord's Architect shall be the sole judge), then,
the Commencement Date will be conclusively deemed to be the date fixed by the
Landlord's Architect as the date when the Landlord would have completed the
Landlord's Work in connection with the Leased Premises and made the services
available therefor had the Landlord not been delayed by the Tenant, as
aforesaid, and the Tenant shall not be entitled to any abatement of Rent by
reason of any such delay in occupancy following such date so fixed by the
Landlord's Architect. Provided further, and without limiting any of the
provisions of this Paragraph 4, the Commencement Date will be postponed (and
such postponement will be accepted by the Tenant as full compensation) if there
is any delay for any reason whatsoever which results in the Building, the Leased
Premises or the Landlord's Work in respect thereof not being completed on
schedule in accordance with this Lease.

                                      -4-


REQUIREMENTS AFTER PERFORMANCE OF TENANT'S WORK

      The Tenant will, upon completion of the Tenant's Work and when requested
by the Landlord:

1. Provide the Landlord with a statutory declaration (the "Declaration"):

(a) stating that the Tenant's Work has been performed in accordance with this
Schedule "C" and the provisions of the plans and specifications approved by the
Landlord as provided herein and that all deficiencies (if any) which the
Landlord has brought to the Tenant's attention have been corrected;

(b) stating that there are no mechanics' lien or other liens or encumbrances
registered or otherwise outstanding against the Leased Premises or the Building
in respect of the Tenant's Work and that all accounts for work, services or
materials have been paid in full with respect to the Tenant's Work;

(c) listing each contractor and subcontractor who did work or provided materials
in connection with the Tenant's work;

(d) confirming the date on which the last work was performed and materials were
supplied.

2. Provide to the Landlord an itemized list certified by the Tenant showing the
costs actually expended by the Tenant for the completion of the Tenant's Work.

3. Provide to the Landlord a clearance certificate issued under the Workmen's
Compensation Act in respect of each contractor and subcontractor listed on the
declaration.

4. Obtain and provide to the Landlord a copy of every occupancy and other permit
which may be required by any governmental or other regulatory authority having
jurisdiction including the Town of Markham and the Fire Department, to permit
the Tenant to open for business.

5. Provide the Landlord with a certificate of a professional engineer acceptable
to the Landlord, certifying that the Tenant's work has been carried out in
accordance with the plans and specifications as approved by the Landlord,
including, without limitation, the electrical and mechanical portions of
Tenant's work.

6. Provide an air balancing report from Pro-Air Testing in accordance with
Landlord's instructions.

LIENS

      The Tenant will ensure that no mechanics' liens or other liens or
encumbrances will be registered against the Building, the Leased Premises, or
any part thereof, or the Landlord's or the Tenant's interest therein in respect
of the Tenant's Work. If the Tenant fails to promptly discharge or cause any
such lien to be discharged, then, in addition to any other rights or remedies of
the Landlord, the Landlord may (but shall not be obligated to) discharge the
lien by

                                      -5-


paying the amount claimed into court or directly to the lien claimant and the
amount so paid, a sum equal to fifteen percent (15%) thereof representing the
Landlord's overhead and all costs and expenses (including legal costs and
expenses) plus interest as set out in the Lease shall be immediately due and
payable by the Tenant to the Landlord as Additional Rent forthwith on demand.

TENANT'S WORK PERFORMED BY THE LANDLORD

      Any additional equipment supplied or work performed by the Landlord
specifically for the Tenant and any excess or additional cost in the Landlord's
Work occasioned by the Tenant's requirements or revisions to such requirements
will be paid by the Tenant to the Landlord as a "back charge", as Additional
Rent, in accordance with the Landlord's payment schedule to be determined by the
Landlord.

      The amount payable will be the total cost to the Landlord and will include
(in addition to direct labour, materials and applicable taxes), architectural
and engineering fees, any costs attributable to changes requested by the Tenant
after approval of the Tenant's plans and specifications by the Landlord, plus
the Landlord's overhead charge for supervision of four percent (4%) of the total
cost to the Landlord of such equipment or work.

      Failure by the Tenant to pay any amounts due under the provisions of this
Schedule in the manner provided herein shall entitle the Landlord to terminate
this Lease, to retain the Security Deposit and Advance Rent paid by the Tenant
and to retain for its own use without payment therefor, any Tenant's Work which
has been commenced or completed within the Leased Premises, without prejudice to
the Landlord's rights to claim and prove any additional damages from the Tenant.

                                  SCHEDULE "D"

TENANT:           GEAC CANADA LIMITED

SUITE NO.:        THIRD FLOOR

DATE:             DECEMBER 15, 1988

                           METHOD OF FLOOR MEASUREMENT

            The following sets out the various methods of measuring areas in the
Building using standard B.O.M.A. measurement.

DEFINITIONS

      (a) "Finished Surface" shall mean a wall, ceiling or floor surface,
including glass, as prepared for tenant use, excluding the thickness of any
special surfacing materials such as panelling, furring strips and carpet.

      (b) "Dominant Portion" shall mean that portion of the inside finished
surface of the permanent outer building wall which is 50% or more of the
vertical floor-to-ceiling dimension measured at the dominant portion. If there
is no dominant portion, or if the dominant portion is not vertical, the
measurement for area shall be to the inside finished surface of the permanent
outer building wall, where it intersects the finished floor.

      (c) "Major Vertical Penetrations" shall mean stair, elevator shafts,
flues, pipe shafts, vertical ducts, and the like, and their enclosing walls,
which serve more than one floor of the building, but shall not include stairs,
dumb-waiters, lifts, and the like, exclusively serving a tenant occupying
offices on more than one floor.

      (d)"Office" shall mean the premises leased to a tenant for which a
measurement is to be computed.

      (e) For Partial Floor Tenants: The area is defined in "Usable" square
feet, but rental will be based on "Rentable" square feet. The latter will also
be used in determining the Tenant's Proportionate Share.

1.    USABLE AREA

            The Usable Area of an office shall be computed by measuring to the
Finished Surface of the office side of corridor and other permanent walls, to
the centre of partitions that separate the office from adjoining Usable Areas,
and to the inside finished surface of the Dominant Portion of the permanent
outer building walls.

                                      -2-


2.    RENTABLE AREA

            The Rentable Area of a floor shall be computed by measuring to the
inside Finished Surface of the Dominant Portion of the permanent outer building
walls, excluding any major vertical penetrations of the floor.

            No deduction shall be made for columns and projections necessary to
the building.

            The Rentable Area of an office on the floor shall be computed by
multiplying the Usable Area of that office by the quotient of the division of
the Rentable Area of the floor by the Usable Area of the floor resulting in the
"R/U Ratio" described herein.

3.    CONVERSION FORMULA

                  Rentable Area             =       Rentable/Usable Ratio
                  -------------                             ("R/U Ratio")
                  Usable Area

                  Usable Area x R/U Ratio   =               Rentable Area

                  Rentable Area             =                 Usable Area
                  -------------
                  R/U Ratio

                                  SCHEDULE "E"

TENANT:           GEAC CANADA LIMITED

SUITE NO.:        THIRD FLOOR

DATE:             DECEMBER 15, 1988

                              RULES AND REGULATIONS

1. The Tenant will not place or permit any debris, garbage, trash or refuse to
be placed or left in or upon any part of the Building outside of the Leased
Premises.

2. The Landlord will permit the Tenant and the Tenant's employees and all
Persons lawfully requiring communication with them to have the use during Normal
Business Hours in common with others entitled thereto of the main entrance and
the stairways, corridors, elevators or other mechanical means of access leading
to the Leased Premises together with the Common Areas and Facilities located on
the Tenant's floor of the Building. At times other than during Normal Business
Hours the Tenant and its employees will have access to the Building and to the
Leased Premises only in accordance with the Rules and Regulations and will be
required to satisfactorily identify themselves and to register in any book which
may at the Landlord's option be kept by the Landlord for that purpose, failing
which the Landlord may deny entry to the Building, and may in any event deny
entry to the Leased Premises to any Person not having a key to the Leased
Premises.

3. The Landlord will permit the Tenant and its employees in common with others
entitled, to use the washrooms on the Tenant's floor of the Building or, in lieu
thereof, those washrooms designated by the Landlord.

4. The Tenant will permit window cleaners to clean the windows of the Leased
Premises during Normal Business Hairs.

5. The sidewalks, entrances, passages, escalators, elevators and staircases will
not be obstructed or used by the Tenant, its agents, servants, contractors,
invitees or employees for any purpose other than ingress to and egress from the
Leased Premises or the Building. The Landlord reserves the entire control of all
parts of the Building employed for the common benefit of the tenants and without
restricting the generality of the foregoing, the sidewalks, entrances, corridors
and passages not within the Leased Premises, washroom, lavatories,
air-conditioning closets, fan rows, janitor's closets, electrical closets,
stairs, escalators, elevator shafts, flues, stacks, pipe shafts and ducts and
will have the right to place such signs and appliances therein, as it deems
advisable, provided that ingress to and egress from the Leased Premises is not
unduly impaired thereby.

                                      -2-


6. The Tenant, its agents, servants, contractors, invitees or employees, will
not bring in or take out, position, construct, install or move any safe or other
heavy machinery or equipment or anything liable to injure or destroy any part of
the Building without first obtaining the written consent of the Landlord. The
Landlord will have the right to prescribe the weight permitted and the position
thereof, and the use and design of planks, skids or platforms, to distribute
weight. All damage done to the Building by moving or using any heavy equipment
or other office equipment or furniture will be repaired at the expense of the
Tenant. The moving of all heavy equipment or other office equipment or furniture
will occur only by prior arrangement with the Landlord. No Tenant will employ
anyone to do its moving in the Building other than staff of the Building, unless
permission to employ anyone else is given by the Landlord and the reasonable
cost of such moving will be paid by the Tenant. Safes and other heavy office
equipment and machinery will be moved through the halls and corridors only upon
steel bearing plates. No freight or bulky matter of any description will be
received into the Building or carried in the elevators except during hours
approved by the Landlord.

7. The Tenant will not place or cause to be placed any additional locks upon any
doors of the Leased Premises without the approval of the Landlord and subject to
any conditions imposed by the Landlord. Two keys will be supplied to the
Landlord for each entrance door to the Leased Premises and all locks will be
standard to permit access by the Landlord's master key.

8. The Tenant will not permit any cooking or any heating of any foods or liquids
in the Leased Premises without the written consent of the Landlord.

9. Canvassing, soliciting and peddling in or about the Building are prohibited.

10. The Tenant will not place or maintain any supplies, merchandise or other
articles in any vestibule or entry of the Leased Premises, on the footwalks
adjacent thereto or elsewhere on the exterior of the Leased Premises or
elsewhere in the Building.

11. The Tenant will not permit or allow any odours, vapours, steam, water,
vibrations, noises or other undesirable effects to emanate from the Leased
Premises or any equipment or installation therein which, in the Landlord's
opinion, are objectionable or cause any interference with the safety, comfort or
convenience of the Building by the Landlord or the occupants and tenants thereof
or their agents, servants, invitees or employees.

12. The Tenant will not receive or ship articles of any kind except through
facilities and designated doors and at hours designated by the Landlord and
under the supervision of the Landlord.

13. The Tenant will not install any equipment which will exceed or overload the
capacity of any utility, electrical or mechanical facilities in the Premises, as
determined by the Landlord. If any equipment installed by the Tenant requires
additional utility, electrical or mechanical facilities, the Landlord may, in
its sole discretion, if they are available, elect to install them at the
Tenant's expense.

                                      -3-


14. The Tenant will not bring into the Building any machinery, equipment,
article or thing that by reason of its weight, size or use might in the opinion
of the Landlord damage the Building and shall not at any time overload the
floors of the Premises.

15. The Tenant will, for the purposes of loading and unloading of goods and
other deliveries, use only the areas and entrances designated by the Landlord
and then only at the times designated by the Landlord.

16. No one will use the Leased Premises for sleeping apartments or residential
purposes, or for the storage of personal effects or articles other than those
required for business purposes.

17. No inflammable oils or other inflammable, dangerous or explosive materials
except those approved in writing by the Landlord's or its insurers will be kept
or permitted to be kept in the Leased Premises.

18. No bicycles or other vehicles will be brought within the Building without
the consent of the Landlord.

19. No animals or birds will be brought into the Building without the consent of
the Landlord.

20. The Tenant will not install or permit the installation or use of any machine
dispensing goods for sale in the Leased Premises or the Building.

21. If the Tenant desires telegraphic or telephonic connections, the Landlord
will direct the electricians as to where and how the wires are to be introduced.
No gas pipe or electric wire will be permitted which has not been ordered or
authorized by the Landlord. No outside radio or television aerials shall be
allowed on the Leased Premises without authorization in writing by the Landlord.

                                  SCHEDULE "F"

TENANT:           GEAC CANADA LIMITED

SUITE NO.:        THIRD FLOOR

DATE:             DECEMBER 15, 1988

                                   DEFINITIONS

            In this Lease and in the Schedules:

1. "ADDITIONAL RENT" means all sums of money or charges required to be paid by
the Tenant under this Lease (except Basic Rent) whether or not designated
"Additional Rent" and whether or not payable to the Landlord or any other
Person.

2. "ARCHITECT" means the architect from time to time named by the Landlord. The
decision of the Architect whenever required by this Lease (or requested by the
Landlord) and any related certificate will be final and binding.

3. "BASIC RENT" means the annual rent payable by the Tenant pursuant to and in
the manner set art in Section 2.02 of this Lease.

4. "BUILDING" means the multi-storey office building known municipally as 11
Allstate Parkway, Markham, Ontario, and generally as "Markham Corporate Campus",
including the Common Areas and Facilities, and the areas and facilities serving
the Building or having utility in connection therewith, as determined by the
Landlord, whether or not located directly under the Building.

5. "COMMON AREAS AND FACILITIES" means those areas, facilities, utilities,
improvements, equipment and installations in or serving the Building which, from
time to time, are not designated or intended by the Landlord to be leased to
tenants of the Building, are designated by the Landlord as Common Areas and
Facilities or are provided or designated by the Landlord for the use or benefit
of the tenants, their employees, customers and other invitees in common with
others entitled to their use or benefit.

            Without limiting the generality of the foregoing, Common Areas and
Facilities include the roof, exterior wall assemblies (including weather walls),
exterior and interior structural elements and bearing walls in the Building; the
parking areas and parking garages of the Building; pedestrian sidewalks; service
areas; corridors; equipment, furniture, furnishings and fixtures; stairways,
escalators, ramps and elevators and other transportation equipment and systems;
tenant common and public washrooms; electrical, telephone, meter, valve,
mechanical, mail, storage, service and janitor rooms; communication systems;
general signs; columns; pipes; electrical, plumbing, drainage, mechanical, and
all other installations, equipment or services

                                      -2-


located therein or related thereto as well as the structures housing the same
(including, without limitation, the heating, ventilating and air-conditioning
systems of the Building). Provided that for the purposes of calculating the
Total Rentable Area of the Building it is understood and agreed that the Common
Areas and Facilities do not include the roof and exterior wall assemblies
(including weather walls).

6. "C.P.I." means the Consumer Price Index (All Items for Regional Cities) for
the Municipality of Metropolitan Toronto (or any index published in substitution
for the Consumer Price Index or any other replacement index reasonably
designated by the Landlord if it is no longer published) published by Statistics
Canada (or by any successor thereof or any other governmental agency including a
provincial agency). In the case of any required substitution, the Landlord shall
be entitled to make all necessary conversions for comparison purposes.

7. "RENTABLE AREA OF THE LEASED PREMISES" means the area expressed in square
feet set out in Section 1.01 and determined in accordance with the method of
floor measurement set forth in Schedule "D".

8. "INDEMNIFIER" means the Person who has executed or agreed to execute the
Indemnity Agreement which is attached to this Lease as Appendix "A", if
applicable.

9. "LANDLORD" means the party of the First Part. Wherever the word "Landlord" is
used in this Lease, it is deemed to have the same meaning as "lessor", and
includes the Landlord and its duly authorized representatives. In sections that
contain a release or other exculpatory provision in favour of the Landlord,
"Landlord" includes the directors, office, employees and agents of the Landlord.

10. "LANDS" means the lands underneath, adjacent and appurtenant to the
Building, as more particularly described in Schedule "A" attached to this Lease
or as such Lands may be altered, expanded or reduced from time to time.

11. "LEASED PREMISES" means the premises leased to the Tenant as referred to and
described in Section 1.01.

12. "MORTGAGEE" means any mortgagee or chargee (including any trustee for
bondholders), from time to time, of the Building and the Lands or any part
thereof, or the Landlord's or the owners of the Building's or the Lard's
interest in them. The security documents held by Mortgagees and any ground or
underlying leases affecting the Lands or the Building are referred to as
"Encumbrances" as more particularly defined Section 12.02.

13. "NORMAL BUSINESS HOURS" means the hours from 8:00 a.m. to 6:00 p.m. on
Mondays to Fridays and the hours from 8:00 a.m. to 12:00 noon on Saturdays
unless any of such days is a holiday.

14. "OPERATING COSTS" means the total amounts incurred, paid or payable whether
by the Landlord or by others on behalf of the Landlord for the maintenance,
operation, repair, replacement, managing and administration of the Building and
the lands, calculated as if the

                                      -3-


Building were fully leased and operational during each Rental Year of the Term.
Operating Costs include, without limitation and without duplication, the
aggregate of those items more particularly set out in section 3.05 of the Lease.

15. "OWNERS" means the registered owner or owners from time to time of the
freehold or leasehold title of the Building. In sections that contain a release
or other exculpatory language in favour of an owner, "Owner" includes the
officers, directors, employees (while in the ordinary course of their
employment), and agents of the Owner.

16. "PERSON", if the context allows, includes any person, firm, partnership or
corporation, or any group of persons, firms, partnerships or corporations or any
combination thereof.

17. "PROPORTIONATE SHARE" means a fraction which has as its numerator the Full
Floor Rentable Area of the Leased Premises and as its denominator the Total
Usable Area of the Building.

18. "RENT" means all Basic Rent, Additional Rent and all other sums or amounts
payable by the Tenant pursuant to this Lease.

19. "RENTAL YEAR" means a period of time, the first Rental Year commencing on
the first day of the Term hereof, and ending on the 31st day of December next
following; thereafter Rental Years consist of consecutive periods of twelve
calendar months. If, however, the Landlord considers it necessary or convenient
for the Landlord's accounting purposes, the Landlord may at any time and from
time to time, by written notice to the Tenant, specify an annual date from which
each subsequent Rental Year is to commence, and, in that event, then current
Rental Year will terminate on the day preceding the commencement of the new
Rental Year. The last Rental Year of the Term will end upon the expiration or
earlier termination of this Lease, as the case may be.

20. "RULES AND REGULATIONS" means the rules and regulations adopted and
promulgated by the Landlord from time to time as contemplated under Section
14.01, and they include the initial Rules and Regulations appearing in Schedule
"E".

21. "TAXES" means all real property taxes, rates, duties and assessments
(including local improvement taxes), impost charges or levies, whether general
or special, that are levied, rated, charged or assessed against the Building and
the Lands or any part thereof from time to time by any lawful taxing authority,
whether federal, provincial, municipal, school or otherwise, and any taxes or
other amounts which are imposed in lieu of, or in addition to, any such real
property taxes whether of the foregoing character or not and whether in
existence at the Commencement Date or not, and any such real property taxes
levied or assessed against the Landlord or the owners on account of its
interests in the Building and the Lands or any part thereof, or their ownership
thereof, as the case may be, calculated on the basis of the Building and the
Lands being assessed as a fully leased and operational building.

                                      -4-


22. "TENANT" means the party of the Second Part and is deemed to include the
word "lessee" and to mean each and every Person mentioned as the Tenant in this
Lease, whether one or more. If there is more than one Tenant, any notice
required or permitted by this Lease may be given by or to any one of them and
has the same force and effect as if given by or to all of them. Any reference to
"Tenant" includes, where the context allows, the servants, employees, agents,
invitees and licensees of the Tenant and all others over whom the Tenant may
reasonably be expected to exercise control.

23. "TENANT'S WORK" means the work to be performed by the Tenant pursuant to
Schedule "C".

24. "TOTAL RENTABLE AREA OF THIS BUILDINGS" means the aggregate of each Full
Floor Rentable Area in the Building determined in accordance with Schedule "D".

25. "USABLE AREA OF THE LEASED PREMISES" means the area expressed in square feet
set out in section 1.01 and determined in accordance with schedule "D".

                                  SCHEDULE "G"

TENANT:           GEAC CANADA LIMITED

SUITE.:           THIRD FLOOR

DATE:             DECEMBER 15, 1988

                                     PARKING

      The Landlord agrees that the use and occupancy by the Tenant of the
Premises throughout the Term includes the license to use the following parking
facilities:

(a) Below Grade Covered Parking - The Tenant shall have the exclusive right, at
all times during the Term, to seven (7) parking spaces at a location designated
by the Landlord in the below grade covered parking serving the Building at the
Landlord's current rental rate which is Forty Dollars ($40.00) per month per
parking space for the Building which amount is to be paid in advance as
Additional Rent together with the monthly instalments of Basic Rent. It is
understood and agreed that the cost of the aforesaid parking facilities may be
increased upon expiration of the initial Term in order to reflect the then
current rental rate established by the Landlord for the Building.

      Parking in the below grade covered parking facilities after Normal
Business Hours is on a first-come-first served basis.

(b) Above Grade Uncovered Parking - The Tenant shall have the non-exclusive use
in common with others entitled thereto, without charge, of the parking lot
serving the Building on the Common Areas and Facilities immediately surrounding
the Building.

      It is further understood and agreed that the Tenant's license to use the
parking facilities set out above is subject to and qualified by the following
provisions:

(i)   The use by the Tenant of the parking facilities shall, at all times, be
      subject to the exclusive control and management of the Landlord or the
      Landlord's nominee who shall have the right to establish, from time to
      time, all rules and regulations for the general management and operation
      thereof;

(ii)  The Landlord shall have the right to make all changes, improvements or
      alterations as the Landlord may, in its sole discretion from time to time,
      decide in respect of all parking facilities serving the Building
      including, without limitation, the right to change the location and the
      layout of any such parking areas as the Landlord shall, from time to time,
      determine.

                                      -2-


(iii) The Landlord shall have the right to relocate any parking spaces or
      parking facilities herein on thirty (30) days' prior written notice.

(iv)  The Tenant shall use the parking facilities at its sole risk and the
      Landlord shall have no obligations to police the aforesaid parking
      facilities and further, that the Landlord shall not be liable for any
      damages, losses or injuries sustained by the Tenant or any property owned
      by the Tenant if same is damaged, lost or injured in the parking
      facilities and the Tenant hereby indemnifies the Landlord against any
      claims which may be brought against the Landlord arising out of the
      Tenant's use of the parking facilities; and

(v)   The Landlord may, at its option, require the Tenant to furnish, upon
      demand, the current license plate numbers of all vehicles used by the
      Tenant and its employees which will be parked in the parking facilities
      and the Tenant shall thereafter notify the Landlord of any change within
      five (5) days after such change occurs. Without in any way limiting the
      generality of the foregoing, the Landlord shall have the right, at the
      cost and expense of the Tenant and without any liability on the part of
      the Landlord, to remove any abandoned vehicles upon first giving the owner
      of such abandoned vehicle twenty-four (24) hours' notice (provided,
      however, that if the Landlord after the exercise of reasonable diligence
      is unable to locate the owner of such abandoned vehicle, then, the
      Landlord shall not be required to first give notice to such owner prior to
      removing the abandoned vehicle).

                                  SCHEDULE "H"

                           GENERAL SECURITY AGREEMENT

            THIS AGREEMENT made as of the 28th day of February, 1989.

BETWEEN:

                  GEAC CANADA LIMITED
                  (the "Debtor")

                                          PARTY OF THE FIRST PART;

                  - and -

                  GUARSEL PARTNERSHIP
                  (the "Secured Party")

                                          PARTY OF THE THIRD PART.

            WHEREAS to secure payment of all present and future indebtedness and
liability of the Debtor to the Secured Party including without limitation all
present and future advances under a loan by the Secured Party to the Debtor,
particulars of which are set forth in the lease dated February 28, 1989 between
the Debtor as tenant and the Secured Party as Landlord (the "Lease"), the Debtor
has agreed to grant to the Secured Party a security interest in the Charged
Property as hereinafter defined.

            NOW THEREFORE IN CONSIDERATION of the premises and other good and
valuable consideration, the Debtor agrees to grant a security interest in the
Charged Property to the Secured Party upon and subject to the terms hereinafter
contained:

1.    Definitions

1.01  In this agreement, the "Act" shall mean the Personal Property Security
Act, R.S.O. 1980, c. 375, as amended or re-enacted from time to time, and a
"security interest", "purchase-money security interest", "perfect" and
"perfection" shall have the same meanings as are given to such words and phrases
respectively in the Act.

2.    Security

2.01  As security for the due payment of the Indebtedness owing by the Debtor to
the Secured Party and as security for the performance by the Debtor of all of
its secured obligations hereunder, the Debtor hereby grants, assigns, pledges,
mortgages and charges in favour of the Secured Party:

      (a)   As and by way of a fixed and specific mortgage and charge, all
            property and assets, personal and moveable of whatsoever nature and
            kind, both present and

                                      -2-


            future, including all machinery, equipment, vehicles, trade
            fixtures, furniture, equipment, inventory, stock-in-trade, supplies,
            accounts receivable and other tangible personal property now or
            hereafter owned or acquired by the Debtor.

      (b)   As and by way of a floating charge, to and in favour of the Secured
            Party, all the Debtor's undertaking, property and assets, both
            present and future, real and personal, moveable and immovable, legal
            and equitable, tangible and intangible, of every nature and kind and
            wherever situate (including, without limitation, its goodwill and
            licences).

            In this General Security Agreement, the mortgage and charge hereby
constituted is called the "Security" and sometimes "Security Interest" and the
subject matter of the Security is called the "Charged Property".

            TO HAVE AND TO HOLD ALL AND SINGULAR the Charged Property and the
mortgage, pledge and charge thereof and all rights conferred herein unto the
Secured Party, its successors and assigns forever.

2.02 Until the Security hereby constituted shall become enforceable, the Debtor
may without the consent of the Secured Party, sell or otherwise dispose of any
property, from time to time, forming part of the Charged Property (other than
the Lease and its rights thereunder); provided that there shall be substituted
therefor, subject to the Security Interest of this General Security Agreement,
property which the Debtor, acting reasonably, believes to be of equal value. Any
property sold or otherwise disposed of pursuant to this Section 2.02 shall upon
disposition be no longer subject to the Security Interest hereby created.
Nothing in this General Security Agreement shall prevent or in any way hinder
the Debtor, so long as the Security hereby constituted shall not have become
enforceable, from carrying on its business in the ordinary course including,
without consent of or release from the Secured Party, from validly and
effectively entering into, amending and terminating contracts, from time to
time, and satisfying in the ordinary course its liabilities and obligations.

2.03 The Debtor shall not (without the prior written consent of the Secured
Party) create, assume or have outstanding, except to the Secured Party, any
mortgage, charge, security interest or other encumbrance on all or any part of
the Charged Property, which would rank in priority to or pari passu with the
security constituted by this General Security Agreement other than:

      (a)   security interests, from time to time, granted in favour of The
            Toronto-Dominion Bank (or any successor in interest thereto by
            assignment or otherwise);

      (b)   any security interest to which any property acquired by the Debtor
            is subject at the time of acquisition or which is granted by the
            Debtor on the property so acquired to any person to secure the
            indebtedness for any unpaid portion of the purchase price or to
            secure indebtedness incurred to pay the purchase price or any
            portion thereof of such property so acquired (including the
            principal amount of, interest on and costs of collection relating to
            any such indebtedness) or which secures any

                                      -3-


            extension, renewal, replacement or refunding of any such
            indebtedness (including, without limitation, any indebtedness
            secured by a security interest to which any such property so
            acquired was subject at the time of acquisition).

2.04 The Debtor shall not without the prior consent in writing of the Secured
Party, which consent shall not be unreasonably withheld, and other than in the
ordinary course of business, transfer or assign or suffer or permit any material
change in the ownership of the Charged Property.

2.05 Instantly and immediately upon the Security becoming enforceable hereunder,
the floating charge shall crystalize and exist and operate as a specific charge
on the Charged Property having priority over all claims, whether proprietary or
personal, of all creditors (whether secured or unsecured) and of all purchasers
(whether absolute or by way of security), save and except for such interests
that exist at the time the Security becomes enforceable.

2.06 The Security shall not extend or apply:

      (a)   to create a Security Interest in any contractual right to any extent
            which, by its terms, is non-assignable or where the creation of the
            Security Interest otherwise constituted hereby would constitute a
            breach thereof, but the Debtor shall stand possessed of its rights
            under any such contract in trust to, upon the Security hereby
            constituted becoming enforceable, and subject to any prior permitted
            dealing therewith, assign and dispose of same in trust as the
            Secured Party may direct; and

      (b)   to the last day of the term of any lease or any agreement to lease
            (whether now held or hereafter acquired by the Debtor) nor shall the
            last day of any such lease or agreement to lease form part of the
            Charged Property, but the Debtor shall stand possessed of such last
            day in trust to assign and dispose of the same as the Secured Party
            shall direct upon the Security hereby constituted becoming
            enforceable.

2.07 The Secured Party may at his discretion at all times release any part or
parts of the Charged Property or any other security or surety for the money
hereby secured either with or without any sufficient consideration therefor, and
without responsibility therefor, and without thereby releasing any other part of
the Charged Property or any person from this General Security Agreement or from
any of the covenants herein contained, it being especially agreed that every
part of the Charged Property into which the Charged Property is or may hereafter
be divided does and shall stand charged with the whole money hereby secured and
no person shall have the right to require the Indebtedness of the Debtor to be
apportioned among the Charged Property; and without being accountable to the
Debtor for value thereof, over any monies except those actually received by the
Secured Party.

2.08 The Debtor hereby covenants and agrees that it will at all times do,
execute, acknowledge and deliver all such further acts, deeds, transfers,
assignments and assurances as the

                                      -4-


Secured Party may reasonably require for the better assuring, mortgaging,
charging and confirming of the Charged Property to the Secured Party.

2.09 The Debtor covenants with the Secured Party that:

            (i)   Subject to a charge in favour of the Toronto-Dominion Bank,
                  the Debtor has good title to the Charged Property free and
                  clear of any charges or encumbrances ranking in parity with or
                  prior to the specific mortgage and charge of this General
                  Security Agreement save and except as herein permitted, and
                  that it will defend the title of such property and any
                  property or rights hereafter acquired by it, for the benefit
                  of the Secured Party;

           (ii)   the Debtor has the right to convey the Charged Property to the
                  Secured Party;

          (iii)   on default the Secured Party shall have quiet possession of
                  the Charged Property free from all encumbrances except those
                  encumbrances which are permitted hereunder;

           (iv)   the Debtor will execute such further assurances of the Charged
                  Property as may be requisite;

            (v)   the Debtor has done no act to encumber the Charged Property
                  which has not been disclosed to the Secured Party in writing;

           (vi)   the Debtor will insure the Charged Property to the amount of
                  not less than its full insurable value in lawful money of
                  Canada;

          (vii)   the Debtor releases to the Secured Party all its claims upon
                  the Charged Property subject to their rights to redeem on
                  payment of all outstanding indebtedness to the Secured Party.

         (viii)   until default of payment, the Debtor shall have quiet
                  possession of the Charged Property;

           (ix)   the provisos and covenants contained in this subparagraph
                  shall apply with the necessary changes to all the leasehold
                  interests of the Debtor included in the Charged Property.

2.10 The Secured Party hereby agrees to give any acknowledgement as may be
required, from time to time, by The Toronto-Dominion Bank to acknowledge the
priority of any security interest in favour of The Toronto-Dominion Bank over
the Security Interest hereby created.

2.11 Attachment. The Debtor and the Secured Party hereby agree that the Security
Interest in the Charged Property shall attach upon the obtaining of any interest
therein by the

                                      -5-


Debtor, and thereafter shall be a fixed and specific charge on the Charged
Property. If title to the Charged Property has not passed to the Debtor on the
date hereof, it is hereby acknowledged by the Debtor that this General Security
Agreement creates a purchase money security interest with respect thereto.

3.    Representations and Warranties

3.01 The Debtor hereby represents and warrants to the Secured Party that, as of
the date hereof:

      (a)   it is duly constituted and validly subsisting and in good standing
            under the laws of Canada and has the power and authority to carry on
            the business now being conducted by it and is duly registered and
            licenced to carry on such business;

      (b)   the execution and delivery of this General Security Agreement;

            (i)   is within its power and has been duly authorized by all
                  necessary corporate action; and

            (ii)  will not contravene or constitute a breach of or a default
                  under any agreement, instrument or undertaking whatsoever to
                  which the Debtor is a party;

      (c)   there are no legal proceedings pending or to its knowledge
            threatened before any court or administrative agency which would
            materially and adversely affect the financial condition of the
            Debtor or its interest in the Charged Property.

4.    Covenants

4.01 Except for security interests permitted by Section 2.03 hereto, from and
after the date hereof and for so long as this General Security Agreement shall
remain outstanding, the Debtor covenants with the Secured Party that:

      (a)   it will maintain its existence in good standing, and will diligently
            carry on and conduct its business in a proper, efficient and
            businesslike manner and in accordance with good business practice so
            as to preserve and protect the Charged Property and the earnings,
            income, rents, issues and profits thereof and will cause to be
            maintained and repaired and kept in repair and in good working order
            and condition its plant, machinery, equipment, goods and chattels
            and pay all rents and observe all covenants reserved by and
            contained in any leases under which the Debtor holds any property;

      (b)   the Debtor will duly and punctually observe and perform all of the
            covenants, conditions and agreements to be observed and performed on
            the part of the Debtor pursuant to any agreement now, hereafter or
            previously entered into between the Debtor and the Secured Party;


                                     - 6 -


      (c)   the Debtor shall take out and keep in full force and effect, in the
            name of the Debtor, and the Secured Party (as their interests may
            appear), insurance in form and for insurance risks against which a
            prudent individual owning similar properties and carrying on a
            similar business and similar activities to that of the Debtor in
            would insure, to the full insurable value thereof and in amounts as
            required by the Secured Party. At the request of the Secured Party,
            the Debtor shall furnish to the Secured Party certificates of such
            insurance policies and the coverage affected thereby;

      (d)   the Debtor will not create, assume or suffer to exist or permit the
            creation, assumption or suffer to exist any liens, mortgages,
            charges, claims, security interest or other encumbrances against or
            with respect to all or any part of the Charged Property, except with
            the prior consent of the Secured Party not to unreasonably withheld
            and save as may otherwise be provided herein;

      (e)   Except as provided in Section 2.02 hereof, the Debtor shall not
            sell, lease or otherwise dispose of the Charged Property or any part
            thereof;

      (f)   the Debtor will pay all applicable taxes, rates, duties and
            assessments levied, assessed or imposed upon them in relation to the
            Charged Property, or any part thereof, as and when the same become
            due and payable and will, if and when required by the Secured Party,
            furnish the Secured Party for inspection with receipts for any of
            such payments;

      (g)   the Debtor will comply with all laws, regulations and orders of all
            governmental authorities having jurisdiction over the Charged
            Property or the business and activities from time to time carried on
            by the Debtor;

      (h)   the Debtor will specifically mortgage and charge in favour of the
            Secured Party, the right, title and interest of the Debtor in all
            equipment, machinery, vehicles and other tangible personal property
            which the Debtor shall hereafter acquire, and shall execute all such
            conveyances, mortgages and transfers as may be reasonably required
            in connection therewith;

5.    Default

5.01 All monies hereby secured, together with interest thereon as aforesaid,
shall become payable and the Security shall become enforceable immediately upon
the occurrence or happening of any one of the following events provided that the
same has not been remedied within fifteen (15) days after the date on which
notice has been given to the Debtor:

      (a)   Failure of the Debtor to pay any installment of interest and/or
            principal and/or taxes due under this General Security Agreement
            within fifteen (15) days of the date upon which the sum becomes due;

                                     - 7 -


      (b)   Failure of the Debtor or of a guarantor of the Debtor to observe or
            perform any condition or covenant herein or in the guarantee given
            by the said party or given pursuant to any other security given in
            connection with the Indebtedness hereby secured, which is not cured
            to the satisfaction of the Secured Party within fifteen (15) days of
            notice thereof sent by the Secured Party;

      (c)   Failure to keep any prior encumbrance on the Charged Property in
            good standing which is not cured to the satisfaction of the Secured
            Party within fifteen (15) days of notice thereof sent by the Secured
            Party;

      (d)   Default by the Debtor under the terms of the Lease;

      (e)   Without in any way limiting the prohibition contained in Article 2
            hereof, with respect to any or all of the Charged Property and in
            the event of default by virtue of the failure of the Debtor to
            observe or perform any condition or covenant herein:

            (i)   If there is registered a chattel mortgage, conditional sales
                  agreement or any security interest or encumbrance of any sort
                  against the components of the Charged Property without the
                  prior written consent of the Secured Party; or

            (ii)  If the Debtor creates or purports to create a mortgage,
                  charge, lien or encumbrance, security interest or financings,
                  whether prior or subordinate to the Secured Party's interest,
                  without the prior written consent of the Secured Party, not to
                  be unreasonably withheld, with respect to the Charged
                  Property;

      (f)   If there is a failure of the Debtor or any other party liable for
            the Indebtedness or any part or parts thereof, to observe or perform
            any condition or covenant as set out in this General Security
            Agreement, the Lease or in any other document given to secure the
            Indebtedness or any part or parts thereof, or if any representation
            or warranty herein given is discovered to be untrue or becomes
            untrue in a material manner;

      (g)   if an agreement is entered into to or an order is made for the
            dissolution of the Debtor, or if a petition is filed for the
            dissolution of the Debtor;

      (h)   if the Debtor becomes insolvent or makes a general authorized
            assignment for the benefit of its creditors or otherwise
            acknowledges its insolvency; or if the Debtor makes a bulk sale of
            its assets; or if a bankruptcy petition or receiving order is filed
            or presented against the Debtor;

      (i)   if any execution, sequestration, extent or any other process of any
            court becomes enforceable against the Debtor or any of them or if a
            distress or analogous process is levied upon the property of the
            Debtor or any part thereof;

                                     - 8 -


      (j)   if the Debtor ceases or threatens to cease to carry on its business
            or if the Debtor commits or threatens to commit any act of
            bankruptcy;

      (k)   if the Debtor makes default in payment of any indebtedness or
            liability to the Secured Party, whether secured hereby or not;

      (l)   if the Debtor permits any sum which has been admitted as due by the
            Debtor or is not disputed to be due by it and which forms or is
            capable of being made a charge upon any of the Charged Property in
            priority to the charge created by this General Security Agreement to
            remain unpaid for fifteen (15) days after proceedings have been
            taken to enforce the same as such a prior charge.

5.02 The Secured Party may waive, expressly or by implication, any breach by the
Debtor of any of the provisions contained in this General Security Agreement or
any default by the Debtor in the observance or performance of any covenant or
condition required to be observed or performed by the Debtor under the terms of
this General Security Agreement, but no act or omission by the Secured Party in
the waiver of a particular breach or default shall extend to or be taken in any
manner whatsoever to affect any subsequent breach or default or the rights
resulting therefrom.

6.    Enforcement

6.01 When the Security has become enforceable, the Secured Party may realize
upon the Security and enforce its rights by the following remedies:

      (a)   the Secured Party may enter into and take possession of all or any
            part of the Charged Property, with full power to manage such
            property and to borrow in the Debtor's name or in its own name or
            advance money at such rates of interest as it may deem reasonable
            for the purpose of such management, the maintenance and preservation
            of such property and replacement thereof, the sale or lease or
            concurrence in selling or leasing all or any part of the Charged
            Property whether by public auction or by private sale or lease in
            such manner as it may seem right (provided always that it shall not
            be incumbent on the Secured Party to sell, lease or dispose of the
            Charged Property but that it shall and may be lawful for the Secured
            Party peaceably and quietly to take, hold, use, occupy, possess and
            enjoy the Charged Property without molestation, eviction, hindrance
            or interruption of the Debtor or any other person or persons
            whomsoever and to convey, transfer and assign to a purchaser or
            purchasers to title to any undertaking, property and assets so
            sold). It shall also have full power to borrow or advance money for
            the payment of taxes, wages, current operating expenses and other
            charges and to receive the revenues, incomes and profits of the
            Charged Property and to pay therefrom all its expenses, charges and
            advances in carrying on such management;

      (b)   the Secured Party may proceed in any court of competent jurisdiction
            for the appointment of a receiver (which term as used in this
            General Security Agreement includes a receiver and manager) over all
            or any part of the Charged Property;

                                     - 9 -


      (c)   the Secured Party may proceed in any court of competent jurisdiction
            for sale of all or any part of the Charged Property;

      (d)   the Secured Party may file proofs of claim and other documents to
            establish its claim in any proceeding relative to the Debtor;

      (e)   the Secured Party may initiate and pursue any other remedy or
            proceeding authorized or permitted hereby or by law or equity.

            Such remedies may be exercised from time to time separately or in
combination and are in addition to and not in substitution for any other rights
of the Secured Party however created.

6.02 Whenever the security hereby constituted shall have become enforceable and
so long as it shall remain enforceable, the Secured Party may by instrument in
writing appoint any person to be a receiver (which term shall include a receiver
and manager) of the Charged Property including any rents and profits thereof and
may remove any receiver and appoint another in his stead, and such receiver so
appointed shall have power to take possession of the Charged Property and to
carry on or concur in carrying on the business of the Debtor and to sell or
concur in selling any or all of the Charged Property. The rights and powers
conferred by this paragraph are in supplement of and not in substitution for any
other rights of the Secured Party. Any such receiver may be vested with all or
any of the powers and discretions of the Secured Party. The receiver shall have
all of the powers of the Secured Party set out in paragraph 6.01 of this General
Security Agreement.

            In addition to the powers set out above, the receiver shall have the
following powers:

      (i)   to take possession of the Charged Property;

      (ii)  to carry on and to concur in carrying on the business of the Debtor;

      (iii) with the consent of the Secured Party to borrow money in his name or
            in the Debtor's name, for the purpose of carrying on the business of
            the Debtor and for the preservation and realization of the
            undertaking, property and assets of the Debtor which shall include
            without limiting the generality of the foregoing the right to make
            payments to persons having prior mortgages, charges or encumbrances
            on properties on which the Debtor may hold mortgages, charges or
            encumbrances;

      (iv)  to issue certificates constituting the amount so borrowed and any
            interest thereon to be a charge upon the Charged Property in
            priority to the General Security Agreement;

                                     - 10 -


      (v)   to sell or lease and to concur in selling or leasing all or any part
            of the Charged Property and to convey, transfer and assign to a
            purchaser or purchasers the title to any of the undertaking,
            property or assets so sold.

            The receiver shall for all purposes be deemed to be the agent of the
Debtor and not of the Secured Party, and the Debtor shall be solely responsible
for his acts or defaults and for his remuneration. All monies from time to time
received by the receiver shall be applied as follows:

      (a)   firstly, in discharge of all operating expenses and other outgoings
            affecting the Charged Property;

      (b)   secondly, in keeping in good standing all charges and liens on the
            Charged Property having priority over the security;

      (c)   thirdly, in payment of the remuneration and disbursements of the
            receiver;

      (d)   fourthly, in payment to the Secured Party of the monies payable
            hereunder; and

      (e)   the balance, if any, shall be paid to the Debtor.

            The Secured Party, in appointing or refraining from appointing such
receiver, shall not incur any liability to the receiver, the Debtor or
otherwise. In exercising the foregoing powers, any such receiver shall have the
power to borrow and create obligations and have security, whether by way of
receiver's certificate or otherwise, for any such borrowing or obligation upon
all or any part of the Charged Property in priority to the security hereby
constituted.

6.03 The Debtor  agrees to pay to the Secured  Party,  forthwith on demand,  all
costs,  charges and expenses  (including all legal fees) incurred by the Secured
Party in connection  with the recovery or  enforcement  of payment of any monies
owing  hereunder  whether by realization or otherwise.  All such sums,  together
with interest thereon at the rate set forth for the principal sum herein,  shall
be added to the  Indebtedness  secured by this General  Security  Agreement  and
shall become part thereof and also be secured hereby.

6.04 Upon the Debtor  receiving  notice from the Secured  Party of the taking of
possession  of the  Charged  Property,  all the  powers,  functions,  rights and
privileges  of each and every of the  directors  and officers of the Debtor with
respect to the business of the Debtor in relation to the Charged  Property shall
cease unless specifically continued by the written consent of the Secured Party.

6.05 The Debtor hereby irrevocably appoints the Secured Party to be the attorney
of the Debtor for and in the name and on behalf of the Debtor to execute  and do
any deeds, documents, transfers, demands, assignments,  assurances, consents and
things which the Debtor ought to sign, execute and do hereunder and generally to
use the name of the Debtor in the

                                     - 11 -


exercise of all or any of the powers hereby confirmed on the Secured Party and
any receiver appointed with full powers of substitution and revocation.

7.    General

7.01 No consent or waiver by the Secured Party of any breach by the Debtor of
any of the provisions contained in this General Security Agreement shall be
effective unless made in writing and signed by an authorized officer of the
Secured Party, provided that no such waiver or consent shall extend to or be
taken in any manner to affect any subsequent breach or failure or the rights
resulting therefrom.

7.02 Neither the taking of any judgment nor the exercise of any power of seizure
or sale shall operate to extinguish the liability of the Debtor to pay the
monies hereby secured nor shall the same operate as a merger of any covenant
herein contained or affect the right of the Secured Party to interest at the
rate specified due on the principal sum secured by the Mortgage.

7.03 The Security hereby constituted is in addition to any other security now or
hereafter held by the Secured Party. The taking of any action, or proceeding or
refraining from doing so, or any other dealings with any other security for the
money secured hereby, shall not release or affect the Security.

7.04 Any insurance moneys received by the Secured Party pursuant to this General
Security Agreement may, at the option of the Secured Party, be applied to
rebuilding or repairing the Charged Property or any part thereof, or be paid to
the Debtor, or any such moneys may be applied, in the sole discretion of the
Secured Party, in whole or in part, to the repayment of the sum secured hereby
or any part thereof, whether then due or not.

7.05 The Debtor hereby covenants and agrees with the Secured Party that they
will at all times do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged or delivered, all and every such further act, deeds,
mortgages, transfers and assurances in law as the Secured Party shall reasonably
require for the better assuring, mortgaging, assigning and conferring unto the
Secured Party all and singular the Charged Property or intended so to be or
which the Debtor may hereafter become bound to mortgage and charge in favour of
the Secured Party for the better accomplishing and effecting the intention of
this General Security Agreement.

7.06 Any notice required or permitted to be given hereunder shall be given
either by personal delivery or by registered mail, postage prepaid, addressed to
the Secured Party or to the Debtor at their respective addresses as follows:

      If to the Secured Party, at:
                                   6th Floor
                                   8 Market Street
                                   Toronto, Ontario
                                   M5E 1M6

                                     - 12 -


      If to the Debtor, at:        350 Steelcase Road West
                                   Markham, Ontario

                                   Attention:

or to such other address of which notice is given as herein provided. Any such
notice shall be deemed to have been received on the day of delivery (if
personally delivered) and at noon on the fifth business day following the day of
mailing (if mailed), or in the case of dispatch by telegraph, telex or similar
communication device, to have duly given eight hours after deposit for dispatch
in a public office for origination of such telecommunication or eight hours
after dispatch by means of a private telex or communication device.

7.07 This General Security Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the parties agree that
Ontario shall be the exclusive forum for the commencement and continuance of any
action in connection with this agreement.

7.08 This General Security Agreement shall enure to the benefit of the parties
hereto and their respective executors, administrators, beneficiaries, heirs,
successors and assigns.

            IN WITNESS WHEREOF the parties have hereunto affixed their corporate
seals and set their hands as of the day first above written.

                                          GEAC CANADA LIMITED

                                          by: "S. Sadler"
                                             ----------------------------------

                                          GUARSEL PARTNERSHIP

                                          by: "Guarsel Partnership"
                                             ----------------------------------

                                          by:
                                             ----------------------------------

                           GENERAL SECURITY AGREEMENT

            THIS AGREEMENT made as of the 28th day of February, 1989.

B E T W E E N:

            GEAC COMPUTER CORPORATION LIMITED
            (the "Debtor")

                                                        PARTY OF THE FIRST PART;

            - and -

            GUARSEL PARTNERSHIP
            (the "Secured Party")

                                                        PARTY OF THE THIRD PART.

            WHEREAS the Debtor is the Indemnifier pursuant to an Indemnity
Agreement dated February 28, 1989, of the obligations of GEAC CANADA LIMITED
pursuant to a lease dated February 28, 1989 between GEAC CANADA LIMITED as
Tenant, the Secured Party as Landlord and the Debtor as Indemnifier (the
"Lease");

            AND WHEREAS to secure payment of all present and future indebtedness
and liability of the Debtor to the Secured Party, including without limitation
to secure the Debtor's liability to the Secured Party under the Indemnity made
by the Debtor pursuant to the Lease, the Debtor has agreed to grant to the
Secured Party a Security Interest in the Charged Property as hereinafter
defined.

            NOW THEREFORE IN CONSIDERATION of the premises and other good and
valuable consideration, the Debtor agrees to grant a security interest in the
Charged Property to the Secured Party upon and subject to the terms hereinafter
contained:

1.    Definitions

1.01 In this agreement, the "Act" shall mean the Personal Property Security Act,
R.S.O. 1980, c. 375, as amended or re-enacted from time to time, and a "security
interest", "purchase-money security interest", "perfect" and "perfection" shall
have the same meanings as are given to such words and phrases respectively in
the Act.

2.    Security

2.01 As security for the due payment of the Indebtedness owing by the Debtor to
the Secured Party and as security for the performance by the Debtor of all of
its secured obligations hereunder, the Debtor hereby grants, assigns, pledges,
mortgages and charges in favour of the Secured Party:

                                     - 2 -


      (a)   As and by way of a fixed and specific mortgage and charge, all
            property and assets, personal and moveable of whatsoever nature and
            kind, both present and future, including all machinery, equipment,
            vehicles, trade fixtures, furniture, equipment, inventory,
            stock-in-trade, supplies, accounts receivable and other tangible
            personal property now or hereafter owned or acquired by the Debtor.

      (b)   As and by way of a floating charge, to and in favour of the Secured
            Party, all the Debtor's undertaking, property and assets, both
            present and future, real and personal, moveable and immovable, legal
            and equitable, tangible and intangible, of every nature and kind and
            wherever situate (including, without limitation, its goodwill and
            licences).

            In this General Security Agreement, the mortgage and charge hereby
constituted is called the "Security" and sometimes "Security Interest" and the
subject matter of the Security is called the "Charged Property".

            TO HAVE AND TO HOLD ALL AND SINGULAR the Charged Property and the
mortgage, pledge and charge thereof and all rights conferred herein unto the
Secured Party, its successors and assigns forever.

2.02 Until the Security hereby constituted shall become enforceable, the Debtor
may without the consent of the Secured Party, sell or otherwise dispose of any
property, from time to time, forming part of the Charged Property (other than
the Lease and its rights thereunder); provided that there shall be substituted
therefor, subject to the Security Interest of this General Security Agreement,
property which the Debtor, acting reasonably, believes to be of equal value. Any
property sold or otherwise disposed of pursuant to this Section 2.02 shall upon
disposition be no longer subject to the Security Interest hereby created.
Nothing in this General Security Agreement shall prevent or in any way hinder
the Debtor, so long as the Security hereby constituted shall not have become
enforceable, from carrying on its business in the ordinary course including,
without consent of or release from the Secured Party, from validly and
effectively entering into, amending and terminating contracts, from time to
time, and satisfying in the ordinary course its liabilities and obligations.

2.03 The Debtor shall not (without the prior written consent of the Secured
Party) create, assume or have outstanding, except to the Secured Party, any
mortgage, charge, security interest or other encumbrance on all or any part of
the Charged Property, which would rank in priority to or pari passu with the
security constituted by this General Security Agreement other than:

      (a)   security interests, from time to time, granted in favour of The
            Toronto-Dominion Bank (or any successor in interest thereto by
            assignment or otherwise);

      (b)   any security interest to which any property acquired by the Debtor
            is subject at the time of acquisition or which is granted by the
            Debtor on the property so acquired to any person to secure the
            indebtedness for any unpaid portion of the purchase price or to
            secure indebtedness incurred to pay the purchase price or any
            portion

                                     - 3 -


            thereof of such property so acquired (including the principal amount
            of, interest on and costs of collection relating to any such
            indebtedness) or which secures any extension, renewal, replacement
            or refunding of any such indebtedness (including, without
            limitation, any indebtedness secured by a security interest to which
            any such property so acquired was subject at the time of
            acquisition).

2.04 The Debtor shall not without the prior consent in writing of the Secured
Party, which consent shall not be unreasonably withheld, and other than in the
ordinary course of business, transfer or assign or suffer or permit any material
change in the ownership of the Charged Property.

2.05 Instantly and immediately upon the Security becoming enforceable hereunder,
the floating charge shall crystalize and exist and operate as a specific charge
on the Charged Property having priority over all claims, whether proprietary or
personal, of all creditors (whether secured or unsecured) and of all purchasers
(whether absolute or by way of security), save and except for such interests
that exist at the time the Security becomes enforceable.

2.06 The Security shall not extend or apply:

      (a)   to create a Security Interest in any contractual right to any extent
            which, by its terms, is non-assignable or where the creation of the
            Security Interest otherwise constituted hereby would constitute a
            breach thereof, but the Debtor shall stand possessed of its rights
            under any such contract in trust to, upon the Security hereby
            constituted becoming enforceable, and subject to any prior permitted
            dealing therewith, assign and dispose of same in trust as the
            Secured Party may direct; and

      (b)   to the last day of the term of any lease or any agreement to lease
            (whether now held or hereafter acquired by the Debtor) nor shall the
            last day of any such lease or agreement to lease form part of the
            Charged Property, but the Debtor shall stand possessed of such last
            day in trust to assign and dispose of the same as the Secured Party
            shall direct upon the Security hereby constituted becoming
            enforceable.

2.07 The Secured  Party may at his  discretion  at all times release any part or
parts of the  Charged  Property  or any other  security  or surety for the money
hereby secured either with or without any sufficient consideration therefor, and
without responsibility therefor, and without thereby releasing any other part of
the Charged Property or any person from this General Security  Agreement or from
any of the covenants herein  contained,  it being  especially  agreed that every
part of the Charged Property into which the charged Property is or may hereafter
be divided does and shall stand charged with the whole money hereby  secured and
no person shall have the right to require the  Indebtedness  of the Debtor to be
apportioned  among the Charged  Property;  and without being  accountable to the
Debtor for value thereof,  over any monies except those actually received by the
Secured Party.

                                     - 4 -


2.08 The  Debtor  hereby  covenants  and  agrees  that it will at all  times do,
execute,  acknowledge  and  deliver all such  further  acts,  deeds,  transfers,
assignments  and assurances as the Secured Party may reasonably  require for the
better assuring, mortgaging,  charging and confirming of the Charged Property to
the Secured Party.

2.09 The Debtor covenants with the Secured Party that:

            (i)   Subject to a charge in favour of the Toronto-Dominion Bank,
                  the Debtor has good title to the Charged Property free and
                  clear of any charges or encumbrances ranking in parity with or
                  prior to the specific mortgage and charge of this General
                  Security Agreement save and except as herein permitted, and
                  that it will defend the title of such property and any
                  property or rights hereafter acquired by it, for the benefit
                  of the Secured Party;

            (ii)  the Debtor has the right to convey the Charged Property to the
                  Secured Party;

            (iii) on default the Secured Party shall have quiet possession of
                  the Charged Property free from all encumbrances except those
                  encumbrances which are permitted hereunder;

            (iv)  the Debtor will execute such further assurances of the Charged
                  Property as may be requisite;

            (v)   the Debtor has done no act to encumber the Charged Property
                  which has not been disclosed to the Secured Party in writing;

            (vi)  the Debtor will insure the Charged Property to the amount of
                  not less than its full insurable value in lawful money of
                  Canada;

            (vii) the Debtor releases to the Secured Party all its claims upon
                  the Charged Property subject to their rights to redeem on
                  payment of all outstanding indebtedness to the Secured Party.

           (viii) until default of payment, the Debtor shall have quiet
                  possession of the Charged Property;

            (ix)  the provisos and covenants contained in this subparagraph
                  shall apply with the necessary changes to all the Leasehold
                  interests of the Debtor included in the Charged Property.

2.10 The Secured Party hereby agrees to give any acknowledgement as may be
required, from time to time, by The Toronto-Dominion Bank to acknowledge the
priority of any security interest in favour of The Toronto-Dominion Bank over
the Security Interest hereby created.

                                     - 5 -


2.11 Attachment. The Debtor and the Secured Party hereby agree that the Security
Interest in the Charged Property shall attach upon the obtaining of any interest
therein by the Debtor,  and thereafter  shall be a fixed and specific  charge on
the Charged  Property.  If title to the Charged  Property  has not passed to the
Debtor on the date  hereof,  it is hereby  acknowledged  by the Debtor that this
General  Security  Agreement  creates a purchase  money  security  interest with
respect thereto.

3.    Representations and Warranties

3.01 The Debtor hereby represents and warrants to the Secured Party that, as of
the date hereof:

      (a)   it is duly constituted and validly subsisting and in good standing
            under the laws of Canada and has the power and authority to carry on
            the business now being conducted by it and is duly registered and
            licenced to carry on such business;

      (b)   the execution and delivery of this General Security Agreement:

            (i)   is within its power and has been duly authorized by all
                  necessary corporate action; and

            (ii)  will not contravene or constitute a breach of or a default
                  under any agreement, instrument or undertaking whatsoever to
                  which the Debtor is a party;

      (c)   there are no legal proceedings pending or to its knowledge
            threatened before any court or administrative agency which would
            materially and adversely affect the financial condition of the
            Debtor or its interest in the Charged Property.

4.    Covenants

4.01 Except for security interests permitted by Section 2.03 hereto, from and
after the date hereof and for so long as this General Security Agreement shall
remain outstanding, the Debtor covenants with the Secured Party that:

      (a)   it will maintain its existence in good standing, and will diligently
            carry on and conduct its business in a proper, efficient and
            businesslike manner and in accordance with good business practice so
            as to preserve and protect the Charged Property and the earnings,
            income, rents, issues and profits thereof and will cause to be
            maintained and repaired and kept in repair and in good working order
            and condition its plant, machinery, equipment, goods and chattels
            and pay all rents and observe all covenants reserved by and
            contained in any leases under which the Debtor holds any property;

      (b)   the Debtor will duly and punctually observe and perform all of the
            covenants, conditions and agreements to be observed and performed on
            the part of the Debtor

                                     - 6 -


            pursuant to any agreement now, hereafter or previously entered into
            between the Debtor and the Secured Party;

      (c)   the Debtor shall take out and keep in full force and effect, in the
            name of the Debtor, and the Secured Party (as their interests may
            appear), insurance in form and for insurance risks against which a
            prudent individual owning similar properties and carrying on a
            similar business and similar activities to that of the Debtor in
            would insure, to the full insurable value thereof and in amounts as
            required by the Secured Party. At the request of the Secured Party,
            the Debtor shall furnish to the secured Party certificates of such
            insurance policies and the coverage affected thereby;

      (d)   the Debtor will not create, assume or suffer to exist or permit the
            creation, assumption or suffer to exist any liens, mortgages,
            charges, claims, security interest or other encumbrances against or
            with respect to all or any part of the charged Property, except with
            the prior consent of the Secured Party not to unreasonably withheld
            and save as may otherwise be provided herein;

      (e)   Except as provided in Section 2.02 hereof, the Debtor shall not
            sell, lease or otherwise dispose of the Charged Property or any part
            thereof;

      (f)   the Debtor will pay all applicable taxes, rates, duties and
            assessments levied, assessed or imposed upon them in relation to the
            Charged Property, or any part thereof, as and when the same become
            due and payable and will, if and when required by the Secured Party,
            furnish the Secured Party for inspection with receipts for any of
            such payments;

      (g)   the Debtor will comply with all laws, regulations and orders of all
            governmental authorities having jurisdiction over the Charged
            Property or the business and activities from time to time carried on
            by the Debtor;

      (h)   the Debtor will specifically mortgage and charge in favour of the
            Secured Party, the right, title and interest of the Debtor in all
            equipment, machinery, vehicles and other tangible personal property
            which the Debtor shall hereafter acquire, and shall execute all such
            conveyances, mortgages and transfers as may be reasonably required
            in connection therewith;

5.    Default

5.01 All monies hereby  secured,  together  with interest  thereon as aforesaid,
shall become payable and the Security shall become enforceable  immediately upon
the occurrence or happening of any one of the following events provided that the
same has not been  remedied  within  fifteen  (15) days  after the date on which
notice has been given to the Debtor:

                                     - 7 -


      (a)   Failure of the Debtor to pay any installment of interest and/or
            principal and/or taxes due under this General Security Agreement
            within fifteen (15) days of the date upon which the sum becomes due;

      (b)   Failure of the Debtor or of a guarantor of the Debtor to observe or
            perform any condition or covenant herein or in the guarantee given
            by the said party or given pursuant to any other security given in
            connection with the Indebtedness hereby secured, which is not cured
            to the satisfaction of the Secured Party within fifteen (15) days of
            notice thereof sent by the Secured Party;

      (c)   Failure to keep any prior encumbrance on the Charged Property in
            good standing which is not cured to the satisfaction of the Secured
            Party within fifteen (15) days of notice thereof sent by the Secured
            Party;

      (d)   Default by the Debtor under the terms of the Lease;

      (e)   Without in any way limiting the prohibition contained in Article 2
            hereof, with respect to any or all of the Charged Property and in
            the event of default by virtue of the failure of the Debtor to
            observe or perform any condition or covenant herein:

            (i)   If there is registered a chattel mortgage, conditional sales
                  agreement or any security interest or encumbrance of any sort
                  against the components of the Charged Property without the
                  prior written consent of the Secured Party; or

            (ii)  If the Debtor creates or purports to create a mortgage,
                  charge, lien or encumbrance, security interest or financings,
                  whether prior or subordinate to the Secured Party's interest,
                  without the prior written consent of the Secured Party, not to
                  be unreasonably withheld, with respect to the Charged
                  Property;

      (f)   If there is a failure of the Debtor or any other party liable for
            the Indebtedness or any part or parts thereof, to observe or perform
            any condition or covenant as set out in this General Security
            Agreement, the Lease or in any other document given to secure the
            Indebtedness or any part or parts thereof, or if any representation
            or warranty herein given is discovered to be untrue or becomes
            untrue in a material manner;

      (g)   if an agreement is entered into to or an order is made for the
            dissolution of the Debtor, or if a petition is filed for the
            dissolution of the Debtor;

      (h)   if the Debtor becomes insolvent or makes a general authorized
            assignment for the benefit of its creditors or otherwise
            acknowledges its insolvency; or if the Debtor makes a bulk sale of
            its assets; or if a bankruptcy petition or receiving order is filed
            or presented against the Debtor;

                                     - 8 -


      (i)   if any execution, sequestration, extent or any other process of any
            court becomes enforceable against the Debtor or any of them or if a
            distress or analogous process is levied upon the property of the
            Debtor or any part thereof;

      (j)   if the Debtor ceases or threatens to cease to carry on its business
            or if the Debtor commits or threatens to commit any act of
            bankruptcy;

      (k)   if the Debtor makes default in payment of any indebtedness or
            liability to the Secured Party, whether secured hereby or not;

      (l)   if the Debtor permits any sum which has been admitted as due by the
            Debtor or is not disputed to be due by it and which forms or is
            capable of being made a charge upon any of the charged Property in
            priority to the charge created by this General Security Agreement to
            remain unpaid for fifteen (15) days after proceedings have been
            taken to enforce the same as such a prior charge.

5.02 The Secured Party may waive, expressly or by implication, any breach by the
Debtor of any of the provisions  contained in this General Security Agreement or
any default by the Debtor in the  observance or  performance  of any covenant or
condition  required to be observed or performed by the Debtor under the terms of
this General Security Agreement,  but no act or omission by the Secured Party in
the waiver of a particular  breach or default shall extend to or be taken in any
manner  whatsoever  to affect  any  subsequent  breach or  default or the rights
resulting therefrom.

6.    Enforcement

6.01 When the Security has become enforceable, the Secured Party may realize
upon the Security and enforce its rights by the following remedies:

      (a)   the Secured Party may enter into and take possession of all or any
            part of the Charged Property, with full power to manage such
            property and to borrow in the Debtor's name or in its own name or
            advance money at such rates of interest as it may deem reasonable
            for the purpose of such management, the maintenance and preservation
            of such property and replacement thereof, the sale or lease or
            concurrence in selling or leasing all or any part of the Charged
            Property whether by public auction or by private sale or lease in
            such manner as it may seem right (provided always that it shall not
            be incumbent on the Secured Party to sell, lease or dispose of the
            Charged Property but that it shall and may be lawful for the Secured
            Party peaceably and quietly to take, hold, use, occupy, possess and
            enjoy the Charged Property without molestation, eviction, hindrance
            or interruption of the Debtor or any other person or persons
            whomsoever and to convey, transfer and assign to a purchaser or
            purchasers to title to any undertaking, property and assets so
            sold). It shall also have full power to borrow or advance money for
            the payment of taxes, wages, current operating expenses and other
            charges and to receive the revenues, incomes and profits of the
            Charged Property and to pay therefrom all its expenses, charges and
            advances in carrying on such management;

                                     - 9 -


      (b)   the Secured Party may proceed in any court of competent jurisdiction
            for the appointment of a receiver (which term as used in this
            General Security Agreement includes a receiver and manager) over all
            or any part of the Charged Property;

      (c)   the Secured Party may proceed in any court of competent jurisdiction
            for sale of all or any part of the Charged Property;

      (d)   the Secured Party may file proofs of claim and other documents to
            establish its claim in any proceeding relative to the Debtor;

      (e)   the Secured Party may initiate and pursue any other remedy or
            proceeding authorized or permitted hereby or by law or equity.

            Such remedies may be exercised from time to time separately or in
combination and are in addition to and not in substitution for any other rights
of the Secured Party however created.

6.02 Whenever the security hereby constituted shall have become enforceable and
so long as it shall remain enforceable, the Secured Party may by instrument in
writing appoint any person to be a receiver (which term shall include a receiver
and manager) of the Charged Property including any rents and profits thereof and
may remove any receiver and appoint another in his stead, and such receiver so
appointed shall have power to take possession of the Charged Property and to
carry on or concur in carrying on the business of the Debtor and to sell or
concur in selling any or all of the Charged Property. The rights and powers
conferred by this paragraph are in supplement of and not in substitution for any
other rights of the Secured Party. Any such receiver may be vested with all or
any of the powers and discretions of the Secured Party. The receiver shall have
all of the powers of the Secured Party set out in paragraph 6.01 of this General
Security Agreement.

            In addition to the powers set out above, the receiver shall have the
following powers:

            (i)   to take possession of the Charged Property;

            (ii)  to carry on and to concur in carrying on the business of the
                  Debtor;

            (iii) with the consent of the Secured Party to borrow money in his
                  name or in the Debtor's name, for the purpose of carrying on
                  the business of the Debtor and for the preservation and
                  realization of the undertaking, property and assets of the
                  Debtor which shall include without limiting the generality of
                  the foregoing the right to make payments to persons having
                  prior mortgages, charges or encumbrances on properties on
                  which the Debtor may hold mortgages, charges or encumbrances;

                                     - 10 -


            (iv)  to issue certificates constituting the amount so borrowed and
                  any interest thereon to be a charge upon the Charged Property
                  in priority to the General Security Agreement:

            (v)   to sell or lease and to concur in selling or leasing all or
                  any part of the Charged Property and to convey, transfer and
                  assign to a purchaser or purchasers the title to any of the
                  undertaking, property or assets so sold.

            The receiver shall for all purposes be deemed to be the agent of the
Debtor and not of the Secured Party, and the Debtor shall be solely responsible
for his acts or defaults and for his remuneration. All monies from time to time
received by the receiver shall be applied as follows:

      (a)   firstly, in discharge of all operating expenses and other outgoings
            affecting the Charged Property;

      (b)   secondly, in keeping in good standing all charges and liens on the
            Charged Property having priority over the Security;

      (c)   thirdly, in payment of the remuneration and disbursements of the
            receiver:

      (d)   fourthly, in payment to the Secured Party of the monies payable
            hereunder; and

      (e)   the balance, if any, shall be paid to the Debtor.

            The Secured Party, in appointing or refraining from appointing such
receiver, shall not incur any liability to the receiver, the Debtor or
otherwise. In exercising the foregoing powers, any such receiver shall have the
power to borrow and create obligations and have security, whether by way of
receiver's certificate or otherwise, for any such borrowing or obligation upon
all or any part of the Charged Property in priority to the security hereby
constituted.

6.03 The Debtor agrees to pay to the Secured Party, forthwith on demand, all
costs. charges and expenses (including all legal fees) incurred by the Secured
Party in connection with the recovery or enforcement of payment of any monies
owing hereunder whether by realization or otherwise. All such sums, together
with interest thereon at the rate set forth for the principal sum herein, shall
be added to the Indebtedness secured by this General Security Agreement and
shall become part thereof and also be secured hereby.

6.04 Upon the Debtor receiving notice from the Secured Party of the taking of
possession of the Charged Property, all the powers, functions, rights and
privileges of each and every of the directors and officers of the Debtor with
respect to the business of the Debtor in relation to the Charged Property shall
cease unless specifically continued by the written consent of the Secured Party.

6.05 The Debtor hereby irrevocably appoints the Secured Party to be the attorney
of the Debtor for and in the name and on behalf of the Debtor to execute and do
any deeds,

                                     - 11 -


documents, transfers, demands, assignments, assurances, consents and things
which the Debtor ought to sign, execute and do hereunder and generally to use
the name of the Debtor in the exercise of all or any of the powers hereby
confirmed on the Secured Party and any receiver appointed with full powers of
substitution and revocation.

7.    General

7.01 No consent or waiver by the Secured Party of any breach by the Debtor of
any of the provisions contained in this General Security Agreement shall be
effective unless made in writing and signed by an authorized officer of the
Secured Party, provided that no such waiver or consent shall extend to or be
taken in any manner to affect any subsequent breach or failure or the rights
resulting therefrom.

7.02 Neither the taking of any judgment nor the exercise of any power of seizure
or sale shall operate to extinguish the liability of the Debtor to pay the
monies hereby secured nor shall the same operate as a merger of any covenant
herein contained or affect the right of the Secured Party to interest at the
rate specified due on the principal sum secured by the Mortgage.

7.03 The Security hereby constituted is in addition to any other security now or
hereafter held by the Secured Party. The taking of any action, or proceeding or
refraining from doing so, or any other dealings with any other security for the
money secured hereby, shall not release or affect the Security.

7.04 Any insurance moneys received by the Secured Party pursuant to this General
Security Agreement may, at the option of the Secured Party, be applied to
rebuilding or repairing the Charged Property or any part thereof, or be paid to
the Debtor, or any such moneys may be applied, in the sole discretion of the
Secured Party, in whole or in part, to the repayment of the sum secured hereby
or any part thereof, whether then due or not.

7.05 The Debtor hereby covenants and agrees with the Secured Party that they
will at all times do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged or delivered, all and every such further act, deeds,
mortgages, transfers and assurances in law as the Secured Party shall reasonably
require for the better assuring, mortgaging, assigning and conferring unto the
Secured Party all and singular the Charged Property or intended so to be or
which the Debtor may hereafter become bound to mortgage and charge in favour of
the Secured Party for the better accomplishing and effecting the intention of
this General Security Agreement.

7.06 Any notice required or permitted to be given hereunder shall be given
either by personal delivery or by registered mail, postage prepaid, addressed to
the Secured Party or to the Debtor at their respective addresses as follows:

                                     - 12 -


      If to the Secured Party, at:

                           6th Floor
                           8 Market Street
                           Toronto, Ontario
                           M5E 1M6

      If to the Debtor, at:

                           350 Steelcase Road West
                           Markham, Ontario

                           Attention:

or to such other address of which notice is given as herein provided. Any such
notice shall be deemed to have been received on the day of delivery (if
personally delivered) and at noon on the fifth business day following the day of
mailing (if mailed), or in the case of dispatch by telegraph, telex or similar
communication device, to have duly given eight hours after deposit for dispatch
in a public office for origination of such telecommunication or eight hours
after dispatch by means of a private telex or communication device.

7.07 This General Security Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the parties agree that
Ontario shall be the exclusive forum for the commencement and continuance of any
action in connection with this agreement.

7.08 This General Security Agreement shall enure to the benefit of the parties
hereto and their respective executors, administrators, beneficiaries, heirs,
successors and assigns.

            IN WITNESS WHEREOF the parties have hereunto affixed their corporate
seals and set their hands as of the day first above written.


                                         GEAC COMPUTER CORPORATION LIMITED

                                         by:   "S. Sadler"
                                             ----------------------------------


                                         GUARSEL PARTNERSHIP

                                         by:   "Guarsel Partnership"
                                             ----------------------------------

                                         by:
                                             ----------------------------------

                                  SCHEDULE "I"

                           GENERAL SECURITY AGREEMENT

            THIS AGREEMENT made as of the 28th day of February, 1989.

B E T W E E N:

            GEAC COMPUTER CORPORATION LIMITED
            (the "Debtor")

                                                        PARTY OF THE FIRST PART;

            - and -

            GUARSEL PARTNERSHIP
            (the "Secured Party")

                                                        PARTY OF THE THIRD PART.

            WHEREAS the Debtor is the Indemnifier of the obligations of GEAC
CANADA LIMITED pursuant to a lease dated February 28, 1989 between GEAC CANADA
LIMITED as Tenant, the Secured Party as Landlord and the Debtor as Indemnifier
(the "Lease"):

            AND WHEREAS to secure payment of all present and future indebtedness
and liability of the Debtor to the Secured Party, including without limitation
to secure the Debtor's liability to the Secured Party under the Indemnity made
by the Debtor pursuant to the Lease, the Debtor has agreed to grant to the
Secured Party a Security Interest in the Charged Property as hereinafter
defined.

            NOW THEREFORE IN CONSIDERATION of the premises and other good and
valuable consideration, the Debtor agrees to grant a security interest in the
charged Property to the Secured Party upon and subject to the terms hereinafter
contained:

1.    Definitions

1.01 In this agreement, the "Act" shall mean the Personal Property Security Act,
R.S.O. 1980, c. 375, as amended or re-enacted from time to time, and a "security
interest", "purchase-money security interest", "perfect" and "perfection" shall
have the same meanings as are given to such words and phrases respectively in
the Act.

2.    Security

2.01 As security for the due payment of the Indebtedness owing by the Debtor to
the Secured Party and as security for the performance by the Debtor of all of
its secured obligations hereunder, the Debtor hereby grants, assigns, pledges,
mortgages and charges in favour of the Secured Party:

      (a)   As and by way of a fixed and specific mortgage and charge, all
            property and assets, personal and moveable of whatsoever nature and
            kind, both present and future, including all machinery, equipment,
            vehicles, trade fixtures, furniture, equipment, inventory,
            stock-in-trade, supplies, accounts receivable and other tangible
            personal property now or hereafter owned or acquired by the Debtor.

      (b)   As and by way of a floating charge, to and in favour of the Secured
            Party, all the Debtor's undertaking, property and assets, both
            present and future, real and personal, moveable and immovable, legal
            and equitable, tangible and intangible, of every nature and kind and
            wherever situate (including, without limitation, its goodwill and
            licences).

                                     - 2 -


            In this General Security Agreement, the mortgage and charge hereby
constituted is called the "Security" and sometimes "Security Interest" and the
subject matter of the security is called the "`Charged Property"'.

            TO HAVE AND TO HOLD ALL AND SINGULAR the Charged Property and the
mortgage, pledge and charge thereof and all rights conferred herein unto the
Secured Party, its successors and assigns forever.

2.02 Until the security hereby constituted shall become enforceable, the Debtor
may without the consent of the Secured Party, sell or otherwise dispose of any
property, from time to time, forming part of the Charged Property (other than
the Lease and its rights thereunder); provided that there shall be substituted
therefor, subject to the Security Interest of this General Security Agreement,
property which the Debtor, acting reasonably, believes to be of equal value. Any
property sold or otherwise disposed of pursuant to this Section 2.02 shall upon
disposition be no longer subject to the Security Interest hereby created.
Nothing in this General Security Agreement shall prevent or in any way hinder
the Debtor, so long as the Security hereby constituted shall not have become
enforceable, from carrying on its business in the ordinary course including,
without consent of or release from the Secured Party, from validly and
effectively entering into, amending and terminating contracts, from time to
time, and satisfying in the ordinary course its liabilities and obligations.

2.03 The Debtor shall not (without the prior written consent of the Secured
Party) create, assume or have outstanding, except to the Secured Party, any
mortgage, charge, security interest or other encumbrance on all or any part of
the Charged Property, which would rank in priority to or pari passu with the
security constituted by this General Security Agreement other than:

      (a)   security interests, from time to time, granted in favour of The
            Toronto-Dominion Bank (or any successor in interest thereto by
            assignment or otherwise);

      (b)   any security interest to which any property acquired by the Debtor
            is subject at the time of acquisition or which is granted by the
            Debtor on the property so acquired to any person to secure the
            indebtedness for any unpaid portion of the purchase price or to
            secure indebtedness incurred to pay the purchase price or any
            portion thereof of such property so acquired (including the
            principal amount of, interest on and costs of collection relating to
            any such indebtedness) or which secures any extension, renewal,
            replacement or refunding of any such indebtedness (including,
            without limitation, any indebtedness secured by a security interest
            to which any such property so acquired was subject at the time of
            acquisition).

2.04 The Debtor shall not without the prior consent in writing of the Secured
Party, which consent shall not be unreasonably withheld, and other than in the
ordinary course of business, transfer or assign or suffer or permit any material
change in the ownership of the Charged Property.

2.05 Instantly and immediately upon the Security becoming enforceable hereunder,
the floating charge shall crystalize and exist and operate as a specific charge
on the Charged Property having priority over all claims, whether proprietary or
personal, of all creditors (whether secured or unsecured) and of all purchasers
(whether absolute or by way of security), save and except for such interests
that exist at the time the Security becomes enforceable.

2.06 The security shall not extend or apply:

      (a)   to create a Security Interest in any contractual right to any extent
            which, by its terms, is non-assignable or where the creation of the

                                     - 3 -


            Security Interest otherwise constituted hereby would constitute a
            breach thereof, but the Debtor shall stand possessed of its rights
            under any such contract in trust to, upon the Security hereby
            constituted becoming enforceable, and subject to any prior permitted
            dealing therewith, assign and dispose of same in trust as the
            Secured Party may direct; and

      (b)   to the last day of the term of any lease or any agreement to lease
            (whether now held or hereafter acquired by the Debtor) nor shall the
            last day of any such lease or agreement to lease form part of the
            Charged Property, but the Debtor shall stand possessed of such last
            day in trust to assign and dispose of the same as the Secured Party
            shall direct upon the Security hereby constituted becoming
            enforceable.

2.07 The Secured Party may at his discretion at all times release any part or
parts of the Charged Property or any other security or surety for the money
hereby secured either with or without any sufficient consideration therefor, and
without responsibility therefor, and without thereby releasing any other part of
the Charged Property or any person from this General Security Agreement or from
any of the covenants herein contained, it being especially agreed that every
part of the Charged Property into which the Charged Property is or may hereafter
be divided does and shall stand charged with the whole money hereby secured and
no person shall have the right to require the Indebtedness of the Debtor to be
apportioned among the Charged Property; and without being accountable to the
Debtor for value thereof, over any monies except those actually received by the
Secured Party.

2.08 The Debtor hereby covenants and agrees that it will at all times do,
execute, acknowledge and deliver all such further acts, deeds, transfers,
assignments and assurances as the Secured Party may reasonably require for the
better assuring, mortgaging, charging and confirming of the Charged Property to
the Secured Party.

2.09 The Debtor covenants with the Secured Party that:

            (i)   Subject to a charge in favour of the Toronto-Dominion Bank,
                  the Debtor has good title to the Charged Property free and
                  clear of any charges or encumbrances ranking in parity with or
                  prior to the specific mortgage and charge of this General
                  Security Agreement save and except as herein permitted, and
                  that it will defend the title of such property and any
                  property or rights hereafter acquired by it, for the benefit
                  of the Secured Party;

            (ii)  the Debtor has the right to convey the Charged Property to the
                  Secured Party;

            (iii) on default the Secured Party shall have quiet possession of
                  the Charged Property free from all encumbrances except those
                  encumbrances which are permitted hereunder;

            (iv)  the Debtor will execute such further assurances of the charged
                  Property as may be requisite;

            (v)   the Debtor has done no act to encumber the Charged Property
                  which has not been disclosed to the Secured Party in writing;

                                     - 4 -


            (vi)  the Debtor will insure the Charged Property to the amount of
                  not less than its full insurable value in lawful money of
                  Canada;

            (vii) the Debtor releases to the Secured Party all its claims upon
                  the Charged Property subject to their rights to redeem on
                  payment of all outstanding indebtedness to the Secured Party.

            (viii) until default of payment, the Debtor shall have quiet
                  possession of the Charged Property;

            (ix)  the provisos and covenants contained in this subparagraph
                  shall apply with the necessary changes to all the leasehold
                  interests of the Debtor included in the Charged Property.

2.10 The Secured Party hereby agrees to give any acknowledgement as may be
required, from time to time, by The Toronto-Dominion Bank to acknowledge the
priority of any security interest in favour of The Toronto-Dominion Bank over
the Security Interest hereby created.

2.11 Attachment. The Debtor and the Secured Party hereby agree that the Security
Interest in the Charged Property shall attach upon the obtaining of any interest
therein by the Debtor, and thereafter shall be a fixed and specific charge on
the Charged Property. If title to the Charged Property has not passed to the
Debtor on the date hereof, it is hereby acknowledged by the Debtor that this
General Security Agreement creates a purchase money security interest with
respect thereto.

3.    Representations and Warranties

3.01 The Debtor hereby represents and warrants to the Secured Party that, as of
the date hereof:

      (a)   it is duly constituted and validly subsisting and in good standing
            under the laws of Canada and has the power and authority to carry on
            the business now being conducted by it and is duly registered and
            licenced to carry on such business;

      (b)   the execution and delivery of this General Security Agreement:

            (i)   is within its power and has been duly authorized by all
                  necessary corporate action; and

            (ii)  will not contravene or constitute a breach of or a default
                  under any agreement, instrument or undertaking whatsoever to
                  which the Debtor is a party;

      (c)   there are no legal proceedings pending or to its knowledge
            threatened before any court or administrative agency which would
            materially and adversely affect the financial condition of the
            Debtor or its interest in the Charged Property.

4.    Covenants

4.01 Except for security interests permitted by Section 2.03 hereto, from and
after the date hereof and for so long as this General Security Agreement shall
remain outstanding, the Debtor covenants with the Secured Party that:

      (a)   it will maintain its existence in good standing, and will diligently
            carry on and conduct its business in a proper, efficient and

                                     - 5 -


            businesslike manner and in accordance with good business practice so
            as to preserve and protect the Charged Property and the earnings,
            income, rents, issues and profits thereof and will cause to be
            maintained and repaired and kept in repair and in good working order
            and condition its plant, machinery, equipment, goods and chattels
            and pay all rents and observe all covenants reserved by and
            contained in any leases under which the Debtor holds any property;

      (b)   the Debtor will duly and punctually observe and perform all of the
            covenants, conditions and agreements to be observed and performed on
            the part of the Debtor pursuant to any agreement now, hereafter or
            previously entered into between the Debtor and the Secured Party;

      (c)   the Debtor shall take out and keep in full force and effect, in the
            name of the Debtor, and the Secured Party (as their interests may
            appear), insurance in form and for insurance risks against which a
            prudent individual owning similar properties and carrying on a
            similar business and similar activities to that of the Debtor in
            would insure, to the full insurable value thereof and in amounts as
            required by the Secured Party. At the request of the Secured Party,
            the Debtor shall furnish to the Secured Party certificates of such
            insurance policies and the coverage affected thereby;

      (d)   the Debtor will not create, assume or suffer to exist or permit the
            creation, assumption or suffer to exist any liens, mortgages,
            charges, claims, security interest or other encumbrances against or
            with respect to all or any part of the Charged Property, except with
            the prior consent of the Secured Party not to unreasonably withheld
            and save as may otherwise be provided herein;

      (e)   Except as provided in Section 2.02 hereof, the Debtor shall not
            sell, lease or otherwise dispose of the charged Property or any part
            thereof, ;

      (f)   the Debtor will pay all applicable taxes, rates, duties and
            assessments levied, assessed or imposed upon them in relation to the
            Charged Property, or any part thereof, as and when the same become
            due and payable and will, if and when required by the Secured Party,
            furnish the Secured Party for inspection with receipts for any of
            such payments;

      (g)   the Debtor will comply with all laws, regulations and orders of all
            governmental authorities having jurisdiction over the Charged
            Property or the business and activities from time to time carried on
            by the Debtor;

      (h)   the Debtor will specifically mortgage and charge in favour of the
            Secured Party, the right, title and interest of the Debtor in all
            equipment, machinery, vehicles and other tangible personal property
            which the Debtor shall hereafter acquire, and shall execute all such
            conveyances, mortgages and transfers as may be reasonably required
            in connection therewith;

5.    Default

5.01 All monies hereby secured, together with interest thereon as aforesaid,
shall become payable and the Security shall become enforceable immediately upon
the occurrence or happening of any one of the following events

                                     - 6 -


provided that the same has not been remedied within fifteen (15) days after the
date on which notice has been given to the Debtor:

      (a)   Failure of the Debtor to pay any installment of interest and/or
            principal and/or taxes due under this General Security Agreement
            within fifteen (15) days of the date upon which the sum becomes due;

      (b)   Failure of the Debtor or of a guarantor of the Debtor to observe or
            perform any condition or covenant herein or in the guarantee given
            by the said party or given pursuant to any other security given in
            connection with the Indebtedness hereby secured, which is not cured
            to the satisfaction of the Secured Party within fifteen (15) days of
            notice thereof sent by the Secured Party;

      (c)   Failure to keep any prior encumbrance on the Charged Property in
            good standing which is not cured to the satisfaction of the Secured
            Party within fifteen (15) days of notice thereof sent by the Secured
            Party;

      (d)   Default by the Debtor under the terms of the Lease;

      (e)   Without in any way limiting the prohibition contained in Article 2
            hereof, with respect to any or all of the Charged Property and in
            the event of default by virtue of the failure of the Debtor to
            observe or perform any condition or covenant herein:

            (i)   If there is registered a chattel mortgage, conditional sales
                  agreement or any security interest or encumbrance of any sort
                  against the components of the Charged Property without the
                  prior written consent of the Secured Party; or

            (ii)  If the Debtor creates or purports to create a mortgage,
                  charge, lien or encumbrance, security interest or financings,
                  whether prior or subordinate to the Secured Party's interest,
                  without the prior written consent of the Secured Party, not to
                  be unreasonably withheld, with respect to the Charged
                  Property;

      (f)   If there is a failure of the Debtor or any other party liable for
            the Indebtedness or any part or parts thereof, to observe or perform
            any condition or covenant as set out in this General Security
            Agreement, the Lease or in any other document given to secure the
            Indebtedness or any part or parts thereof, or if any representation
            or warranty herein given is discovered to be untrue or becomes
            untrue in a material manner;

      (g)   if an agreement is entered into to or an order is made for the
            dissolution of the Debtor, or if a petition is filed for the
            dissolution of the Debtor;

      (h)   if the Debtor becomes insolvent or makes a general authorized
            assignment for the benefit of its creditors or otherwise
            acknowledges its insolvency; or if the Debtor makes a bulk sale of
            its assets; or if a bankruptcy petition or receiving order is filed
            or presented against the Debtor;

      (i)   if any execution, sequestration, extent or any other process of any
            court becomes enforceable against the Debtor or any of them or if a
            distress or analogous process is levied upon the property of the
            Debtor or any part thereof;

                                     - 7 -


      (j)   if the Debtor ceases or threatens to cease to carry on its business
            or if the Debtor commits or threatens to commit any act of
            bankruptcy:

      (k)   if the Debtor makes default in payment of any indebtedness or
            liability to the Secured Party, whether secured hereby or not:

      (l)   if the Debtor permits any sum which has been admitted as due by the
            Debtor or is not disputed to be due by it and which forms or is
            capable of being made a charge upon any of the Charged Property in
            priority to the charge created by this General Security Agreement to
            remain unpaid for fifteen (15) days after proceedings have been
            taken to enforce the same as such a prior charge.

5.02 The Secured Party may waive, expressly or by implication, any breach by the
Debtor of any of the provisions contained in this General Security Agreement or
any default by the Debtor in the observance or performance of any covenant or
condition required to be observed or performed by the Debtor under the terms of
this General Security Agreement, but no act or omission by the Secured Party in
the waiver of a particular breach or default shall extend to or be taken in any
manner whatsoever to affect any subsequent breach or default or the rights
resulting therefrom.

6.    Enforcement

6.01 When the Security has become enforceable, the Secured Party may realize
upon the Security and enforce its rights by the following remedies:

      (a)   the Secured Party may enter into and take possession of all or any
            part of the Charged Property, with full power to manage such
            property and to borrow in the Debtor's name or in its own name or
            advance money at such rates of interest as it may deem reasonable
            for the purpose of such management, the maintenance and preservation
            of such property and replacement thereof, the sale or lease or
            concurrence in selling or leasing all or any part of the Charged
            Property whether by public auction or by private sale or lease in
            such manner as it may seem right (provided always that it shall not
            be incumbent on the Secured Party to sell, lease or dispose of the
            Charged Property but that it shall and may be lawful for the Secured
            Party peaceably and quietly to take, hold, use, occupy, possess and
            enjoy the Charged Property without molestation, eviction, hindrance
            or interruption of the Debtor or any other person or persons
            whomsoever and to convey, transfer and assign to a purchaser or
            purchasers to title to any undertaking, property and assets so
            sold). It shall also have full power to borrow or advance money for
            the payment of taxes, wages, current operating expenses and other
            charges and to receive the revenues, incomes and profits of the
            Charged Property and to pay therefrom all its expenses, charges and
            advances in carrying on such management;

      (b)   the Secured Party may proceed in any court of competent jurisdiction
            for the appointment of a receiver (which term as used in this
            General Security Agreement includes a receiver and manager) over all
            or any part of the Charged Property;

      (c)   the Secured Party may proceed in any court of competent jurisdiction
            for sale of all or any part of the Charged Property;

      (d)   the Secured Party may file proofs of claim and other documents to
            establish its claim in any proceeding relative to the Debtor;

                                     - 8 -


      (e)   the Secured Party may initiate and pursue any other remedy or
            proceeding authorized or permitted hereby or by law or equity.

            Such remedies may be exercised from time to time separately or in
combination and are in addition to and not in substitution for any other rights
of the Secured Party however created.

6.02 Whenever the security hereby constituted shall have become enforceable and
so long as it shall remain enforceable, the Secured Party may by instrument in
writing appoint any person to be a receiver (which term shall include a receiver
and manager) of the Charged Property including any rents and profits thereof and
may remove any receiver and appoint another in his stead, and such receiver so
appointed shall have power to take possession of the Charged Property and to
carry on or concur in carrying on the business of the Debtor and to sell or
concur in selling any or all of the Charged Property. The rights and powers
conferred by this paragraph are in supplement of and not in substitution for any
other rights of the Secured Party. Any such receiver may be vested with all or
any of the powers and discretions of the Secured Party. The receiver shall have
all of the powers of the Secured Party set out in paragraph 6.01 of this General
Security Agreement.

            In addition to the powers set out above, the receiver shall have the
following powers:

            (i)   to take possession of the Charged Property;

            (ii)  to carry on and to concur in carrying on the business of the
                  Debtor;

            (iii) with the consent of the Secured Party to borrow money in his
                  name or in the Debtor's name, for the purpose of carrying on
                  the business of the Debtor and for the preservation and
                  realization of the undertaking, property and assets of the
                  Debtor which shall include without limiting the generality of
                  the foregoing the right to make payments to persons having
                  prior mortgages, charges or encumbrances on properties on
                  which the Debtor may hold mortgages, charges or encumbrances;

            (iv)  to issue certificates constituting the amount so borrowed and
                  any interest thereon to be a charge upon the Charged Property
                  in priority to the General Security Agreement:

            (v)   to sell or lease and to concur in selling or leasing all or
                  any part of the Charged Property and to convey, transfer and
                  assign to a purchaser or purchasers the title to any of the
                  undertaking, property or assets so sold.

            The receiver shall for all purposes be deemed to be the agent of the
Debtor and not of the Secured Party, and the Debtor shall be solely responsible
for his acts or defaults and for his remuneration. All monies from time to time
received by the receiver shall be applied as follows:

      (a)   firstly, in discharge of all operating expenses and other outgoings
            affecting the Charged Property;

      (b)   secondly, in keeping in good standing all charges and liens on the
            Charged Property having priority over the Security;

      (c)   thirdly, in payment of the remuneration and disbursements of the
            receiver;

                                     - 9 -


      (d)   fourthly, in payment to the Secured Party of the monies payable
            hereunder; and

      (e)   the balance, if any, shall be paid to the Debtor.

            The Secured Party, in appointing or refraining from appointing such
receiver, shall not incur any liability to the receiver, the Debtor or
otherwise. In exercising the foregoing powers, any such receiver shall have the
power to borrow and create obligations and have security, whether by way of
receiver's certificate or otherwise, for any such borrowing or obligation upon
all or any part of the Charged Property in priority to the security hereby
constituted.

6.03 The Debtor agrees to pay to the Secured Party, forthwith on demand, all
costs, charges and expenses (including all legal fees) incurred by the Secured
Party in connection with the recovery or enforcement of payment of any monies
owing hereunder whether by realization or otherwise. All such sums, together
with interest thereon at the rate set forth for the principal sum herein, shall
be added to the Indebtedness secured by this General Security Agreement and
shall become part thereof and also be secured hereby.

6.04 Upon the Debtor receiving notice from the Secured Party of the taking of
possession of the Charged Property, all the powers, functions, rights and
privileges of each and every of the directors and officers of the Debtor with
respect to the business of the Debtor in relation to the Charged Property shall
cease unless specifically continued by the written consent of the Secured Party.

6.05 The Debtor hereby irrevocably appoints the Secured Party to be the attorney
of the Debtor for and in the name and on behalf of the Debtor to execute and do
any deeds, documents, transfers, demands, assignments, assurances, consents and
things which the Debtor ought to sign, execute and do hereunder and generally to
use the name of the Debtor in the exercise of all or any of the powers hereby
confirmed on the Secured Party and any receiver appointed with full powers of
substitution and revocation.

7.    General

7.01 No consent or waiver by the Secured Party of any breach by the Debtor of
any of the provisions contained in this General Security Agreement shall be
effective unless made in writing and signed by an authorized officer of the
Secured Party, provided that no such waiver or consent shall extend to or be
taken in any manner to affect any subsequent breach or failure or the rights
resulting therefrom.

7.02 Neither the taking of any judgment nor the exercise of any power of seizure
or sale shall operate to extinguish the liability of the Debtor to pay the
monies hereby secured nor shall the same operate as a merger of any covenant
herein contained or affect the right of the Secured Party to interest at the
rate specified due on the principal sum secured by the Mortgage.

7.03 The Security hereby constituted is in addition to any other security now or
hereafter held by the Secured Party. The taking of any action, or proceeding or
refraining from doing so, or any other dealings with any other security for the
money secured hereby, shall not release or affect the Security.

7.04 Any insurance moneys received by the Secured Party pursuant to this General
Security Agreement may, at the option of the Secured Party, be applied to
rebuilding or repairing the Charged Property or any part thereof, or be paid to
the Debtor, or any such moneys may be applied, in the sole discretion of the
Secured Party, in whole or in part, to the repayment of the sum secured hereby
or any part thereof, whether then due or not.

                                     - 10 -


7.05 The Debtor hereby covenants and agrees with the Secured Party that they
will at all times do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged or delivered, all and every such further act, deeds,
mortgages, transfers and assurances in law as the Secured Party shall reasonably
require for the better assuring, mortgaging, assigning and conferring unto the
Secured Party all and singular the Charged Property or intended so to be or
which the Debtor may hereafter become bound to mortgage and charge in favour of
the Secured Party for the better accomplishing and effecting the intention of
this General Security Agreement.

7.06 Any notice required or permitted to be given hereunder shall be given
either by personal delivery or by registered mail, postage prepaid, addressed to
the Secured Party or to the Debtor at their respective addresses as follows:

            If to the Secured Party, at:

                              6th Floor
                              8 Market Street
                              Toronto, Ontario
                              M5E 1M6

            If to the Debtor, at:

                              350 Steelcase Road West
                              Markham, Ontario

                              Attention:

or to such other address of which notice is given as herein provided. Any such
notice shall be deemed to have been received on the day of delivery (if
personally delivered) and at noon on the fifth business day following the day of
mailing (if mailed), or in the case of dispatch by telegraph, telex or similar
communication device, to have duly given eight hours after deposit for dispatch
in a public office for origination of such telecommunication or eight hours
after dispatch by means of a private telex or communication device.

7.07 This General Security Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the parties agree that
Ontario shall be the exclusive forum for the commencement and continuance of any
action in connection with this agreement.

7.08 This General Security Agreement shall enure to the benefit of the parties
hereto and their respective executors, administrators, beneficiaries, heirs,
successors and assigns.

            IN WITNESS WHEREOF the parties have hereunto affixed their corporate
seals and set their hands as of the day first above written.


                                          GEAC COMPUTER CORPORATION LIMITED

                                          by:    "S. Sadler"
                                             ----------------------------------


                                          GUARSEL PARTNERSHIP

                                          by:    "Guarsel Partnership"
                                             ----------------------------------

                                          by:
                                             ----------------------------------

                                  APPENDIX "A"

                               INDEMNITY AGREEMENT



            THIS AGREEMENT is dated the 28th day of February, 1989.

BETWEEN:

            GUARSEL PARTNERSHIP

            (the "Landlord")

                                                              OF THE FIRST PART,

            - and -


            GEAC COMPUTER CORPORATION LIMITED

            (the "Indemnifier")

                                                             OF THE SECOND PART.

            In order to induce the Landlord to enter into the Lease (the
"Lease") dated the 28th day of February, 1989, and made between the Landlord and
GEAC CANADA LIMITED, as the Tenant, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the
Indemnifier hereby covenants and makes the following indemnity and agreement
(the "Indemnity") with and in favour of the Landlord:

1. The Indemnifier hereby agrees with the Landlord that at all times during the
Term of the Lease and any extension or renewal of the Lease, it will (a) make
the due and punctual payment of all Basic Rent, monies, charges and other
amounts of any kind whatsoever payable under the Lease by the Tenant whether to
the Landlord or otherwise and whether the Lease has been disaffirmed or
disclaimed; (b) effect prompt and complete performance of all and singular the
terms, covenants and conditions contained in the Lease on the part of the Tenant
to be kept, observed and performed; and (c) indemnify and save harmless the
Landlord from any loss, costs or damages arising out of any failure by the
Tenant to pay the aforesaid Rent, monies, charges and other amounts due under
the Lease or resulting from any failure by the Tenant to observe or perform any
of the terms, covenants and conditions contained in the Lease.

2. This Indemnity is absolute and unconditional and the obligations of the
Indemnifier shall not be released, discharged, mitigated, impaired or affected
by (a) any extension of time, indulgences or modifications which the Landlord
extends to or makes with the Tenant in respect of the performance of any of the
obligations of the Tenant under the Lease; (b) any waiver by or failure of the
Landlord to enforce any of the terms, covenants and conditions contained in the

                                     - 2 -


Lease; (c) any assignment of the Lease by the Tenant or by any trustee, receiver
or liquidator; (d) any consent which the Landlord gives to any such assignment
or subletting; (e) any amendment to the Lease or any waiver by the Tenant of any
of its rights under the Lease; or (f) the expiration of the Term.

3. The Indemnifier hereby expressly waives notice of the acceptance of this
Agreement and all notice of non-performance, non-payment or non-observance on
the part of the Tenant of the terms, covenants and conditions in the Lease.
Without limiting the generality of the foregoing, any notice which the Landlord
desires to give to the Indemnifier shall be sufficiently given if delivered in
person upon the Indemnifier, or if mailed by prepaid registered or certified
post addressed to the Indemnifier at the Leased Premises, and every such notice
is deemed to have been given upon the day it was delivered in person, or if
mailed, seventy-two (72) hours after the date it was mailed. The Indemnifier may
designate by notice in writing a substitute address for that set forth above and
thereafter notice shall be directed to such substitute address. If two or more
Persons are named as Indemnifier, such notice given hereunder or under the Lease
shall be sufficiently given if delivered or mailed in the foregoing manner to
any one of such Persons.

4. In the event of a default under the Lease or under this Indemnity, the
Indemnifier waives any right to require the Landlord to (a) proceed against the
Tenant or pursue any rights or remedies against the Tenant with respect to the
Lease; (b) proceed against or exhaust any security of the Tenant held by the
Landlord; or (c) pursue any other remedy whatsoever in the Landlord's power. The
Landlord has the right to enforce this Indemnity regardless of the acceptance of
additional security from the Tenant and regardless of any release or discharge
of the Tenant by the Landlord or by others or by operation of any law.

5. Without limiting the generality of the foregoing, the liability of the
Indemnifier under this Agreement is not and is not deemed to have been waived,
released, discharged, impaired or affected by reason of the release or discharge
of the Tenant in any receivership, bankruptcy, winding-up or other creditors'
proceedings or the rejection, disaffirmance or disclaimer of the Lease in any
proceeding and shall continue with respect to the periods prior thereto and
thereafter, for and with respect to the Term as if the Lease had not been
disaffirmed or disclaimed, and in furtherance hereof, the Indemnifier agrees,
upon any such disaffirmance or disclaimer, that the Indemnifier shall, at the
option of the Landlord, become the Tenant of the Landlord upon the same terms
and conditions as are contained in the Lease, applied mutatis mutandis. The
liability of the Indemnifier shall not be affected by any repossession of the
Leased Premises by the Landlord provided, however, that the net payments
received by the Landlord after deducting all costs and expenses of repossessing
and reletting the Leased Premises shall be credited from time to time by the
Landlord against the indebtedness of the Indemnifier hereunder and the
Indemnifier shall pay any balance owing to the Landlord from time to time
immediately upon demand.

6. No action or proceedings brought or instituted under this Indemnity and no
recovery in pursuance thereof shall be a bar or defence to any further action or
proceeding which may be brought under this Indemnity by reason of any further
default or default hereunder or in the performance and observance of the terms,
covenants and conditions contained in the Lease.

                                     - 3 -


7. No modification of this Indemnity shall be effective unless it is in writing
and is executed by both the Indemnifier and the Landlord.

8. The Indemnifier shall, without limiting the generality of the foregoing, be
bound by this Indemnity in the same manner as though the Indemnifier were the
Tenant named in the Lease.

9. If two or more individuals, corporations, partnerships or other business
associations (or any combination of two or more thereof) execute this Indemnity
as Indemnifier, the liability of each such individual, corporation, partnership
or other business association hereunder is joint and several. In like manner, if
the Indemnifier named in this Indemnity is a partnership or other business
association, the members of which are by virtue of statutory or general law,
subject to personal liability, the liability of each such member is joint and
several.

10. All of the terms, covenants and conditions of this Indemnity extend to and
are binding upon the Indemnifier, his or her heirs, executors, administrators,
successors and assigns, as the case may be, and enure to the benefit of and may
be enforced by the Landlord, its successors and assigns, as the case may be, and
any mortgagee, chargee, trustee under a deed of trust or other encumbrancer of
all or any part of the Shopping Centre referred to in the Lease.

11. The expressions "Landlord", "Tenant", "Basic Rent", "Term", and "Leased
Premises" and other terms or expressions where used in this Indemnity,
respectively, have the same meaning as in the Lease.

12. This Agreement shall be construed in accordance with the laws of the
Province of Ontario.

13. Wherever in this Indemnity reference is made to either the Landlord or the
Tenant, the reference is deemed to apply also to the respective heirs,
executors, administrators, successors and assigns, and permitted assigns
respectively of the Landlord and the Tenant, as the case may be, named in the
Lease. Any assignment by the Landlord of any of its interests in the Lease
operates automatically as an assignment to such assignee of the benefit of this
Indemnity.

      IN WITNESS WHEREOF Landlord and Indemnifier have signed and sealed this
Indemnity.

SIGNED, SEALED AND DELIVERED  )        GUARSEL PARTNERSHIP            (Landlord)
    in the presence of:       )
                              )
                              )        Per:   "Guarsel Partnership"
                              )            ------------------------------------
                              )
                              )                                        c/s
                              )
                              )        Per:
                              )            ------------------------------------
                              )
                              )

                                     - 4 -


                              )        GEAC COMPUTER CORPORATION
                              )        LIMITED                     (Indemnifier)
                              )
                              )
                              )        Per:   "S. Sadler"
                              )            ------------------------------------
                              )
                              )                                        c/s
                              )        Per:

                              ESTOPPEL CERTIFICATE


TO:         3170497 CANADA INC. (THE "PURCHASER")

FROM:       GEAC CANADA LIMITED (THE "TENANT")
            300 - 11 ALLSTATE PARKWAY

RE:         THE PURCHASER'S PURCHASE OF 11 ALLSTATE PARKWAY, MARKHAM, ONTARIO
            FROM THE PRUDENTIAL COMPANY OF ENGLAND (PROPERTIES) LTD. (THE
            "LANDLORD"), AND THE LEASE BETWEEN THE TENANT AND THE LANDLORD DATED
            FEBRUARY 28, 1989

On the understanding that the Purchaser will be relying on this Estoppel
Certificate in connection with the above purchase, the Tenant certifies and
warrants that as of the date hereof:

(a)   the lease regarding the office or store at the above location (the
      "Premises") was validly authorized, executed and delivered by Tenant and
      is in full force and effect and unmodified except for a Lease Amending
      Agreement dated September 15, 1989, a Lease Amending Agreement dated
      November 1, 1990 and an Extension Agreement dated May 20, 1993;

(b)   the Rentable area of the Premises is 25,200 square feet and the Basic Rent
      is currently $13.50 per square foot per annum payable in monthly
      instalments of $28,350 together with additional rent of $19,293.05 per
      month (such amount includes charges of $1,620.63 per month for 2 storage
      spaces and $280.00 per month for 7 underground parking spaces). A deposit
      of $50,000 has been paid and has been applied against rent in the amount
      of $50,000 leaving a balance of $Nil;

(c)   there are no other agreements between the Landlord and the Tenant
      regarding the Lease or the Premises except as contained in the Lease;

(d)   the Tenant is in possession of the Premises under the Lease and Basic Rent
      under the Lease commenced on the 1st day of September, 1989;

(e)   the Tenant has made no payment of rent or other money under or relative to
      the Lease save as disclosed by the Lease;

(f)   the Tenant is not aware of any existing default by either the Landlord or
      the Tenant under the terms of the Lease and the Lease is, to the Tenant's
      knowledge, in good standing;

(g)   to the best of the Tenant's knowledge, no litigation or governmental or
      municipal proceedings have been commenced or are pending or threatened by
      or against the Tenant with respect to the premises;

(h)   the Tenant has no claim or set-off, defence or counterclaim in respect of
      the payment of rent or the enforcement of the obligations to be performed
      by the Tenant under the Lease or any agreement abating or deferring the
      present or future rent;

                                     - 2 -


(i)   all improvements to be provided by the Landlord under the Lease (or under
      any antecedent agreement relating thereto) have been completed to the
      satisfaction of the Tenant and all allowances on account of the Tenant's
      improvements or any tenant's inducements in kind or monies worth,
      including rental abatements or concessions, have been fully paid by the
      Landlord.

DATED at Markham this 7th day of November, 1996.


                                      GEAC CANADA LIMITED



                                      Per: "Geac Canada Limited"            c/s
                                          -------------------------------------

                            CERTIFICATE OF INSURANCE

                                   Issued By:                           00-(G)F0

                              MARSH CANADA LIMITED
           Canada Trust Tower - BCE Place, 161 Bay Street, Suite 1400,
                            Toronto. Ontario M5J 2S4

      This is to certify that the policy(s) of insurance described herein have
      been issued to the Insured named herein for the policy period indicated.
      Notwithstanding any requirement, term or condition of any contract or
      other document with respect to which the Certificate may be issued or may
      pertain, the insurance afforded by the policy(s) described herein is
      subject to all the terms, conditions and exclusions of such policy(s).
      Limits shown may have been reduced by paid claims.


                                       
CERTIFICATE HOLDER:                       NAMED INSURED:
The Great-West Life Assurance Company     Geac Computer Corp. Ltd.
100 Osbourne Street North                 11 Allstate Parkway, Suite 300
Winnipeg, MB  R3C 3A5                     Markham, ON  L3R 9T8

                                          Division:

                                          Geac Premises Group





                                                            Policy          Policy
       Type of Insurance                Insurer             Number          Period                Limits of Liability
- --------------------------------------------------------------------------------------------------------------------------
                                                                             
Commercial General Liability        Chubb Insurance       3527-31-77    August 1, 2000   Combined Single Limit:
including:                         Company of Canada                          to         US $1,000,000 Bodily Injury and
Products and Completed                                                  August 1, 2001   Property Damage
Operations, Personal Injury,                                                             US $2,000,000 Aggregate Products/
Cross Liability, Blanket                                                                 Completed Operations
Contractual Liability,
Tenants' Legal Liability, Non
Owned Automobile
- --------------------------------------------------------------------------------------------------------------------------
Umbrella Liability                  Chubb Insurance       7927-80-72    August 1, 2000   US $1,000,000 Each Occurrence
                                   Company of Canada                          to         Products/ Completed Operations
                                                                        August 1, 2001   Aggregate
- --------------------------------------------------------------------------------------------------------------------------
"ALL RISKS" of Direct Physical      Chubb Insurance       3527-31-77    August 1, 2000   US $10,000,000 Loss Limit per
Loss or Damage                     Company of Canada                          to         Occurrence
- - including Waiver of                                                   August 1, 2001   -     Replacement Cost Valuation
Subrogation                                                                              -     Business Interruption
                                                                                         -     Boiler & Machinery Coverage
- --------------------------------------------------------------------------------------------------------------------------


DESCRIPTION OF OPERATIONS COVERED OR OTHER COMMENTS:

Leased Premises Located at 11 Allstate Parkway, Suite 300, Markham, ON (3043 1)

3170497 Canada Inc. and GWL Realty Advisors Inc. are added as Additional
Insureds, but only with respect to liability arising out of the operations of
the Named Insured.

CANCELLATION: Should any of the above described policies be cancelled before the
expiration date thereof, the Insurer(s) will endeavour to mail 30 days written
notice to the Certificate Holder, but failure to mail such notice shall impose
no obligation or liability of any kind upon either the Insurer(s) or Marsh
Canada Limited.

This Certificate is issued as a matter of information only and confers no rights
upon the Certificate Holder other than those provided by this policy. This
Certificate does not amend, extend or alter the coverage afforded by the
policies described herein.

Dated:   October 12, 2000

Broker:  March Canada Limited
         Canada Trust Tower-BCE Place
         161 Bay Street, Suite 1400
         Toronto, Ontario  M5J 2S4


                                                  M Wardermann
                                             -----------------------------------
                                                  Authorized Representative

                                  APPENDIX "B"

                             ARCHITECT'S CERTIFICATE


January 23, 1989

The Seltzer Organization
8 Market Street
Toronto, Ontario
M5E 1M6

Attention:  Ms. Kim Gilmer

Re:  11 Allstate Parkway, Markham
     Rentable Area of Leased Premises

Dear Ms. Gilmer:

We certify herein that the area of the tenant space noted is as follows:

Floor:   Third
Tenant:  GEAC (occupies total floor)

Useable Floor Area                      24,427.0 sq.ft.
Portion of Common Rentable Area            859.0 sq.ft.

               -------------------------------------------------

   Rentable Area:                       25,286.0 sq.ft.

The area calculations have been based on measurements from the inside face of
exterior glass to the suite face of corridor walls and measurements between the
centre line of demising partition walls where applicable. The principles of
measurement are as set forth in the standard ANSI Z65.1-1980 published by
Building Owners and Managers Association International (BOMA). The calculations
were made from field measurements taken at the site by Strong Associates
Architects.

The total areas for the Third Floor are as Follows:

gross rentable area         =       25,286.0 sq.ft.
total common rentable area  =          859.0 sq.ft.
gross useable area          =       24,427.0 sq.ft.

Yours sincerely,
STRONG ASSOCIATES, ARCHITECTS

"Timothy B. Gorley"

Timothy B. Gorley, B.Arch., M. Arch., MRAIC
8628-1D

EX-10.8

                                                                   EXHIBIT 10.8

                            LEASE AMENDING AGREEMENT

         THIS AGREEMENT is dated the 15th day of September, 1989.

BETWEEN:

                           GUARSEL PARTNERSHIP

                           (hereinafter called the "Landlord")

                                                              OF THE FIRST PART;
                           - and -

                           GEAC CANADA LIMITED

                           (hereinafter called the "Tenant")

                                                             OF THE SECOND PART.


     WHEREAS by a lease dated the 28th day of February, 1989 (the "Lease"), the
Landlord leased to the Tenant for and during a term (the "Term") of ten (10)
years commencing on the 1st day of May, 1989, certain premises, (the "Leased
Premises"), comprising a Rentable Area of twenty-five thousand two hundred and
eighty-six (25,286) square feet as more particularly described and delineated in
the Lease located in the building (the "Building") situate in Markham Corporate
Campus and municipally known as 11 Allstate Parkway, Markham, Ontario.

     AND WHEREAS the Landlord and the Tenant have agreed to amend the Lease in
accordance with the terms and conditions hereinafter set forth.

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of
TWO DOLLARS ($2.00) now paid by each of the parties to the other (the receipt
and sufficiency of which are hereby acknowledged), and other mutual covenants
and agreements, the parties do hereby agree as follows:

1.  The parties hereby acknowledge, confirm and agree that the foregoing
recitals are true in substance and in fact.

2.  The Tenant desires to use certain basement level storage area in the
Building and in this respect the Lease is amended as of the 1st day of July,
1989 (the "Effective Date"), as follows:

     (a)  New Section 1.01A is added to the Lease in the following form:

          "SECTION 1.01A    STORAGE AREA

          The use and occupation by the Tenant of the Leased Premises includes
          the use of certain storage area (the "Storage Area") in the basement
          level of the Building in an area designated by the Landlord comprising
          approximately Three Hundred and


                                      -2-


          Ninety-Three (393) square feet, for a period commencing on the 1st day
          of July, 1989, and expiring on the last day of the Term of this Lease
          including any renewals (the "Storage Term") in accordance with the
          provisions of Schedule "J" annexed to this lease and only for the
          purpose of storage of those items permitted under Schedule "J"."

     (b)  Schedule "J" attached to this Agreement is hereby attached to and
          forms part of the Lease as Schedule "J".

3.  It is understood and agreed that the Landlord's execution of this Agreement
is subject to the condition that any and all costs, including all legal and
administration costs, incurred by the Landlord with respect to this Agreement
shall be borne entirely by the Tenant and the Tenant hereby covenants to
promptly indemnify and save harmless the Landlord from and against any and all
costs so incurred.

4.  The parties confirm that in all other respects, the terms, covenants and
conditions of the Lease remain unchanged and in full force and effect, except as
modified by this Agreement. It is understood and agreed that all terms and
expressions when used in this Agreement, unless a contrary intention is
expressed herein, have the same meaning as they have in the Lease.

5.  This Agreement shall enure to the benefit of and be binding upon the Parties
hereto, the successors and assigns of the Landlord and the permitted successors
and permitted assigns of the Tenant.

     IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as
of the day and year first above written, by affixing their respective corporate
seals under the hands of their proper signing officers duly authorized in that
behalf or by setting their respective hands and seals in their personal
capacity, as the case may be.

                               )   GUARSEL PARTNERSHIP
                               )                       (Landlord)
                               )
                               )   Per:          "GUARSEL PARTNERSHIP"
                               )       -----------------------------------------
                               )
                               )
                               )   Per:
                               )       -----------------------------------------
                               )
                               )
                               )
                               )   GEAC CANADA LIMITED
                               )                      (Tenant)
                               )
                               )   Per:            "LINDA LONG"
                               )       -----------------------------------------
                               )
                               )
                               )   Per:
                                       -----------------------------------------




                                  SCHEDULE "J"

TENANT:        GEAC CANADA LIMITED

STORE NO:      SITE 220

DATE:          JULY 28, 1989

                                  STORAGE AREA

1.  The use and occupation by the Tenant of the Leased Premises includes (except
as qualified herein), a license to use certain storage area (the "Storage
Area"), for the period commencing on the lst day of July, 1989, and expiring on
the last day of the initial Term of this Lease including any renewals (the
"Storage Term"), containing approximately three hundred and ninety-three (393)
square feet in a location designated by the Landlord, solely for the purpose of
storage of those items permitted to be used in the Leased Premises pursuant to
this Lease. The Tenant covenants and agrees that the Storage Area is to be used
only for the purpose as aforesaid and in no event shall the Tenant suffer or
permit the storage of any perishable items or items that constitute a danger of
explosion, leakage or fire. The Landlord reserves the right to prohibit the
storage of any items at its sole discretion. It is understood and agreed that
the Storage Area does not form part of the Leased Premises, but the Storage Area
and the Tenant's use of the Storage Area are subject to such of the terms,
obligations and conditions contained in the Lease as the Landlord considers
applicable from time to time and without limitation, the provisions of the Lease
set out in Articles III, VI, VII, VIII, XI, XIII and XIV are applicable to the
Storage Area mutatis mutandis.

2.  Notwithstanding anything in Paragraph 1 hereof, the landlord has the right
on thirty (30) days' prior written notice to terminate the Tenant's right to the
use of the Storage Area if (i) the Lease is terminated, or (ii) the Tenant is in
default with respect to the provisions of this Schedule "J".

3.  The Tenant shall, throughout the Storage Term, pay to the Landlord from and
after July 1, 1989, at its head office or at such other place designated by the
Landlord, in Canadian funds, without demand and without deduction or set-off
whatsoever, for the use of the storage Area a fee of Two Thousand, Nine Hundred
and Forty-Seven Dollars and Fifty Cents ($2,947.50) per annum, payable in equal
consecutive monthly instalments of Two Hundred and Forty-Five Dollars and
Sixty-Two Cents ($245.62) each in advance on the first day of each calendar
month of each Rental Year, based upon an annual rate of Seven Dollars and Fifty
Cents ($7.50) per square foot, of the area of the Storage Area. The foregoing
fee will be prorated on a daily basis for any fractional month period at the
beginning or the end of the Storage Area Term.

4.  If the Landlord elects to have the area of the Storage Area measured or
calculated by the Architect, the Architect shall provide a certificate as to the
area of the Storage Area measured or calculated in accordance with Schedule "D"
of the Lease. Such certificate shall form part of the Lease and the area of the
Storage Area as so certified will pertain for all purposes instead of the area
indicated in Section 1.01A of the Lease and Paragraph 1 of this Schedule "J"
during and in respect of the period commencing on the first day of the month
following the date of the certificate and ending when the Tenant's right to use
the Storage Area terminates.

EX-10.9

                                                                   EXHIBIT 10.9

                            LEASE AMENDING AGREEMENT

This agreement ("Agreement") dated as of and effective from November 1, 1990,

BETWEEN:

                  THE PRUDENTIAL ASSURANCE COMPANY LIMITED,

                  ("Landlord")

                                                                    FIRST PARTY,

                                     - and -

                  GEAC CANADA LIMITED,
                  a company incorporated under the laws of Canada,

                  ("Tenant")

                                                                   SECOND PARTY,

                                     - and -

                  GEAC COMPUTER CORPORATION LIMITED,
                  a company incorporated under the laws of Canada,


                  ("Indemnifier")


                                                                    THIRD PARTY.

RECITALS:

A.  By a lease dated February 28, 1989, the Landlord's predecessor-in-interest,
Guarsel Partnership, leased to the Tenant certain office premises (the "Leased
Premises") having a Rentable Area of 25,286 square feet and a Useable Area of
24,427 square feet (which Rentable Area and Useable Area have been certified by
the Architect in accordance with Schedule "D" of the lease, and which
Architect's Certificate is dated January 23, 1989, and is attached to the lease
as Appendix "B") as shown outlined in red in the approximate location on the
plan attached to the lease as Schedule "B", for and during a term (the "Term")
of ten (10) years, commencing on May I, 1989 (the "Commencement Date"), and
expiring on April 30, 1999, and which Leased Premises comprise the total third
floor of the building (the "Building") having the present municipal address of
11 Allstate Parkway, Markham, Ontario;

B.  By a lease amending agreement dated September 15, 1989, the Tenant was given
a licence to use certain storage area (the "Storage Area") in the basement level
of the Building in an area designated by the Landlord comprising approximately
393 square feet, for a period commencing July 1, 1989, and expiring on the last
day of the term of the lease, including any renewals, in accordance with the
provisions of Schedule "J" annexed to the lease amending agreement, solely for
the purpose of storage of those items permitted under Schedule "J";



                                      -2-

C.  The lease and the lease amending agreement are, unless otherwise indicated
herein to the contrary, collectively referred to in this Agreement as the
"Lease"; and

D.  In connection with the use and occupation by the Tenant of the Leased
Premises, the Tenant has requested, and the Landlord has agreed to give the
Tenant, a licence to use certain additional basement storage area (the
"Additional Storage Area") containing an area of approximately Two Thousand Two
Hundred (2,200) square feet, in the approximate location shown crosshatched in
green on Schedule "Kl" attached to this Agreement, and the Parties have agreed
to amend the Term of the Lease.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of this Agreement,
the sum of One Dollar ($1.00), the receipt and sufficiency of which is hereby
acknowledged), and other good and valuable consideration, the Parties hereto do
hereby covenant and agree with each other as follows:

1.  The Parties hereby acknowledge, confirm and agree that the foregoing
recitals are true in substance and in fact, and form part of this Agreement.

2.  The Tenant desires to use certain additional basement level storage area in
the Building and in this respect the Lease is amended as of November 1, 1990, as
follows:

     (a) A new Section 1.01B is added to the Lease in the following form:

         "SECTION 1.01B            ADDITIONAL STORAGE AREA

         The use and occupation by the Tenant of the Leased Premises includes
         the use of certain additional storage area (the "Additional Storage
         Area") in the basement level of the Building, in the approximate
         location shown crosshatched in green on Schedule "K 1" attached
         hereto, comprising approximately Two Thousand Two Hundred (2,200)
         square feet, for a period commencing on November 1, 1990, and expiring
         on the last day of the Term of this Lease, including any renewals,
         (the "Additional Storage Area Term") in accordance with the provisions
         of Schedule "K" annexed to this Lease and only for the purpose of
         those items permitted under Schedule "K"."

     (b) Schedule "K" attached to this Agreement is hereby attached to and forms
         part of the Lease as Schedule "K".

3.  Retroactive to the Commencement Date, the word and figure "May 31" in lines
1 and 2 of Section 2.02(d) of the Lease are deleted and replaced with the word
and figure "April 30".

4.  The Parties confirm that in all other respects the terms, covenants and
conditions of the Lease remain unchanged and in full force and effect, except as
modified by this Agreement. It is understood and agreed that all terms and
expressions, when used in this Agreement, unless a contrary intention is
expressed herein, have the same meaning as they have in the Lease.



                                      -3-

5.  This Agreement shall enure to the benefit of and be binding upon the Parties
hereto, the successors and assigns of the Landlord and the permitted successors
and permitted assigns of the Tenant.

6.  Continuing Indemnity - For greater certainty, and acknowledging the
consideration aforesaid, the Indemnifier agrees to the terms of this Agreement
and confirms its continuing agreement to indemnify the Landlord with respect to
all undertakings, terms, covenants, conditions and provisions to be observed by
the Tenant pursuant to the Lease and this Agreement.

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of
the day and year first above written, by affixing their respective corporate
seals under the hands of their proper signing officers duly authorized in that
behalf.

SIGNED, SEALED AND DELIVERED            THE PRUDENTIAL ASSURANCE COMPANY LIMITED
In the presence of                      COMPANY LIMITED               (Landlord)

                                        Per:  "Peter Andrews"
                                            ------------------------------------
                                            Authorized Signing Officer

                                        Per:  "Howard A. Lee"
                                            ------------------------------------
                                            Authorized Signing Officer


                                        GEAC CANADA LIMITED             (Tenant)

                                        Per:  "Shelley R. Isenberg"
                                            ------------------------------------
                                            Authorized Signing Officer

                                        Per:
                                            ------------------------------------
                                            Authorized Signing Officer

                                        GEAC COMPUTER CORPORATION  (Indemnifier)
                                        LIMITED

                                        Per:  "Shelley R. Isenberg"
                                            ------------------------------------
                                            Authorized Signing Officer

                                        Per:
                                            ------------------------------------
                                            Authorized Signing Officer






                                      -4-

                                  SCHEDULE "K"

TENANT:     GEAC CANADA LIMITED

STORE NO.:  228

DATE:       AS OF AND EFFECTIVE FROM NOVEMBER 1, 1990

                             ADDITIONAL STORAGE AREA

1.  The use and occupation by the Tenant of the Leased Premises includes (except
as qualified herein), a licence to use certain additional storage area (the
"Additional Storage Area"), for the period commencing November 1, 1990, and
expiring on the last day of the initial Term of this Lease, including any
renewals (the `Additional Storage Area Term"), containing approximately Two
Thousand Two Hundred (2,200) square feet in the approximate location shown
crosshatched in green on Schedule "K1" attached hereto, solely for the purpose
of storage of those items permitted to be used in the Leased Premises pursuant
to this Lease. The Tenant covenants and agrees that the Additional Storage Area
is to be used only for the purpose as aforesaid and in no event shall the Tenant
suffer or permit in the Additional Storage Area the storage of any perishable
items or items that constitute a danger of explosion, leakage or fire. The
Landlord reserves the right to prohibit the storage of any items at its sole
discretion. It is understood and agreed that the Additional Storage Area does
not form part of the Leased Premises, but the Additional Storage Area and the
Tenant's use of the Additional Storage Area are subject to such of the terms,
obligations and conditions contained in this Lease as the Landlord considers
applicable from time to time, and without limitation, the provisions of this
Lease set out in Articles III, VI, VII, VIII, XI, XIII and XIV are applicable to
the Additional Storage Area mutatis mutandis.

2.  Notwithstanding anything in Paragraph 1 hereof, the Landlord has the right
on thirty (30) days' prior written notice to terminate the Tenant's right to the
use of the Additional Storage Area if (i) this Lease is terminated, or (ii) the
Tenant is in default with respect to the provisions of this Schedule "K".

3.  The Tenant shall, throughout the Additional Storage Area Term, pay to the
Landlord from and after November 1, 1990, at its head office or at such other
place designated by the Landlord, in Canadian funds, without demand and without
deduction or set-off whatsoever, for the use of the Additional Storage Area a
fee of Sixteen Thousand Five Hundred Dollars ($16,500.00) per annum, payable in
equal consecutive monthly instalments of One Thousand Three Hundred and
Seventy-Five Dollars ($1,375.00) each in advance on the first day of each
calendar month of each Rental Year, based upon an annual rate of Seven Dollars
and Fifty Cents ($7.50) per square foot, of the area of the Additional Storage
Area. The foregoing fee will be prorated on a daily basis for any fractional
month period at the beginning or the end of the Additional Storage Area Term.

EX-10.10

                                                                   Exhibit 10.10

                               [PRUDENTIAL LOGO]
                          PARAMET REAL ESTATE SERVICES
14 April 1993
                                            PARAMET REAL ESTATE SERVICES LIMITED
GEAC Canada Limited                         Suite 300, 141 Adelaide Street West
11 Allstate Parkway                         Toronto, Ontario  M5H 3L9
Suite 300                                   (416) 362-4441
Markham, Ontario
L3R 9T8

ATTENTION:  MR. S. SADLER
            PRESIDENT

Dear Mr. Sadler:

RE:  GEAC CANADA LIMITED - LEASE DATED FEBRUARY 28, 1989 (AS AMENDED BY LEASE
     AMENDING AGREEMENT DATED SEPTEMBER 15, 1989 AND AS FURTHER AMENDED BY LEASE
     AMENDING AGREEMENT DATED AS OF AND EFFECTIVE NOVEMBER 1, 1990 AND AS
     INDEMNIFIED BY GEAC COMPUTER CORPORATION LIMITED) SUITE 300, 11 ALLSTATE
     PARKWAY, MARKHAM

- --------------------------------------------------------------------------------

Subsequent to conversations with Mr. Bill Arnold of Colliers Macaulay Nicolls to
discuss your status in the above premises, herein is a proposal to amend and
extend the above lease to a 10 year term.

AMENDMENT AND EXTENSION OF LEASE FOR A 10 YEAR TERM (COMMENCING MAY 1, 1994 TO
AND INCLUDING APRIL 30, 2004)

     BASIC (NET) RENTAL RATE

          The annual Basic (Net) Rental Rate under Clause 2.02(d) of the Lease
          payable on the Rentable Area of the Premises will be amended from
          $18.00 per square foot per annum to $13.50 per square foot per annum
          and GEAC Canada Limited will exercise its option to extend the lease
          under Clause 1.06 for an additional 5 years commencing May 1, 1999 to
          and including April 30, 2004, immediately and rent under clause
          1.06(v) will be agreed now at $13.50 per square foot per annum.

     BASIC (NET) FREE RENT PERIOD

          Nothwithstanding the foregoing, the Landlord will grant the Tenant a
          six (6) months net rent free period commencing May 1, 1995 to and
          including October 31, 1995. During this period, the Tenant will not be
          obligated to pay any Basic Rent but will pay all Additional Rent for
          the Leased Premises. The Tenant shall only be entitled to such Basic
          (Net) Rent Free Period if the Tenant is not in default under this
          Lease.

     LEASEHOLD IMPROVEMENTS

          As an inducement to remain in the Leased Premises, the Landlord will
          grant to the Tenant a one time cash allowance in the amount of $8.50
          per square foot of usable area. This will be payable on May 1, 1994.

                               [PRUDENTIAL LOGO]
MR. S. SADLER                                                     APRIL 14, 1993
GEAC CANADA LIMITED                                                       PAGE 2
- --------------------------------------------------------------------------------


OPTION TO CANCEL

Section 14.18 shall be amended as follows:

The Tenant shall be entitled to cancel this lease as of and effective on April
30, 1999 with six (6) months prior written notice. The Notice must be given on
or before November 30, 1998 and will only be valid if accompanied by payment to
the Landlord of a postdated bank draft payable April 30, 1999 in the amount of
$20.00 per rentable square foot being the value of the then unamortized
inducement to enter into this lease. This clause is personal to GEAC Canada
Limited and conditional upon GEAC being in full occupancy of the premises.

All other terms and conditions of the existing Lease as amended shall remain in
full force and effect.

This Proposal is open for acceptance by the Tenant until April 16, 1993 at 5:00
p.m., in which event, if accepted, Clause 14.18 as it currently exists shall
become null and void and shall be replaced by the respective clause outlined
above, and if not accepted by the Tenant or extended by the Landlord, it shall
become null and void and of no further force and affect.

If the Terms and Conditions contained herein are satisfactory to you, please
execute this Proposal in duplicate and return it to the writer's attention where
upon we will prepare a formal agreement for execution.

We thank you for the opportunity to submit this Proposal and look forward to a
continued mutually beneficial relationship.

Yours truly,

PARAMET REAL ESTATE SERVICES LIMITED

"Dianne E. Oh"

Dianne E. Oh
Lease Administrator



/deo
encl.

cc:  Mr. P. J. Andrews, Senior Vice President
     Mr. J. Aziz, Vice President, Real Estate Operations, Eastern Canada
     Mr. W. Wiseman, Assistant Property Manager
     Mr. P. Mayer, Senior Property Manager, Eastern Canada

                               [PRUDENTIAL LOGO]
MR. S. SADLER                                                     APRIL 14, 1993
GEAC CANADA LIMITED                                                       PAGE 3
- --------------------------------------------------------------------------------


We hereby accept your proposal under the above terms.

DATED this 15th day of April, 1993.

GEAC CANADA LIMITED (TENANT)

         Per: [illegible signature]
             ----------------------------
             Authorized Signing Officer

         Per:
             ----------------------------
             Authorized Signing Officer


The Landlord hereby accepts this proposal to extend the Term this 15th day of
April, 1993.

THE PRUDENTIAL ASSURANCE COMPANY LIMITED (LANDLORD)

         Per: [illegible signature]
             ----------------------------
             Authorized Signing Officer

         Per: [illegible signature]
             ----------------------------
             Authorized Signing Officer

EX-10.11

                                                                   EXHIBIT 10.11

                               EXTENSION AGREEMENT

THIS AGREEMENT ("Agreement") dated this 20th day of May, 1993.

BETWEEN:

                   THE PRUDENTIAL ASSURANCE COMPANY LIMITED

                   (hereinafter called the "Landlord")

                                                                    FIRST PARTY,


                   -and-

                   GEAC CANADA LIMITED

                   (hereinafter called the "Tenant")

                                                                   SECOND PARTY.


WHEREAS by a lease dated February 28, 1989 (the "Existing Lease"), Guarsel
Partnership, as Landlord, leased to GEAC Canada Limited, as Tenant, for and
during a term (the "Term") of ten (10) years, from and including May 1, 1989
(the "Commencement Date"), to and including April 30, 1999, certain office
premises (the "Leased Premises") containing a Usable Area of 24,427 square feet
and a Rentable Area of 25,286 square feet on the 3rd floor of the building (the
"Building") presently known municipally as 11 Allstate Parkway, Markham,
Ontario, and which Leased Premises are (i) presently known as Suite 300; and
(ii) shown in the approximate location crosshatched in black on the plan
attached to the Existing Lease as Schedule "B";

AND WHEREAS The Prudential Assurance Company Limited has succeeded to the
interest of Guarsel Partnership as Landlord;

AND WHEREAS by a Lease Amending Agreement dated September 15, 1989, the Tenant
was given a licence to use certain storage area (the "Storage Area") in the
basement level of the Building, in an area designated by the Landlord,
comprising approximately 393 square feet, for a period commencing on July 1,
1989 and expiring on the last day of the Term of the Existing Lease, including
any renewals, in accordance with the provisions of Schedule "J" annexed to the
Agreement, solely for the purpose of storage of those items permitted under
Schedule "J";

AND WHEREAS by a Lease Amending Agreement dated November 1, 1990, the Tenant was
given a licence to use certain additional basement storage area (the "Additional
Storage Area"), in the approximate location shown crosshatched in green on
Schedule "K1" attached to the Agreement, containing an area of approximately
2,200 square feet, for a period commencing on November 1, 1990 and expiring on
the last day of the Term of the Existing Lease, including any renewals, (the
"Additional Storage Area Term"), in accordance with the provisions of Schedule
"K" annexed to the Agreement and only for the purpose of storage of those items
permitted under Schedule "K";

AND WHEREAS the Leased Premises were remeasured by Young & Wright Architects
Inc. by certificate dated January 1, 1993, by which certificate the Usable Area
of the Leased Premises was ascertained to be 24,276 square feet and the Rentable
Area of the Leased Premises was ascertained to be 25,200 square feet, and which
Leased Premises are shown outlined in red on the plan attached to this Agreement
as Schedule "A";

AND WHEREAS the Existing Lease, the Lease Amending Agreement dated September 15,
1989 and the Lease Amending Agreement dated November 1, 1990 will collectively
be known as and form the "Lease";

AND WHEREAS the Landlord and Tenant have agreed to (i) extend the Term by a
further five (5) years, from and including May 1, 1999, to and including April
30, 2004 (the "Extended Term"); (ii) revise the Basic Rent as of and effective
from May 1, 1994, to and including April 30, 2004; and (iii) further amend the
Lease, all as more fully set out in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of FIVE
DOLLARS ($5.00) of lawful money of Canada now paid by each of the parties hereto
to the other (the receipt whereof is hereby acknowledged), the parties hereto
agree as follows:

1.   EXTENSION OF TERM

     The Term of the Lease is hereby extended for the Extended Term (namely,
     from and including MAY 1, 1999, TO AND INCLUDING APRIL 30, 2004) upon the
     same terms and conditions as are contained in the Lease, except as modified
     by this Agreement.

2.   BASIC RENT

     The Basic Rent payable on the Rentable Area of the Leased Premises is
     hereby amended from EIGHTEEN DOLLARS ($18.00) per square foot per annum to
     THIRTEEN DOLLARS AND FIFTY CENTS ($13.50) per square foot per annum
     effective MAY 1, 1994 until the expiry of the Extended Term on APRIL 30,
     2004.


                                      -2-

3.   BASIC RENT FREE PERIOD

     Notwithstanding the foregoing, the Landlord hereby grants to the Tenant a
     six (6) month Basic Rent Free Period commencing on MAY 1, 1995, to and
     including OCTOBER 31, 1995. During this period, the Tenant will not be
     obligated to pay any Basic Rent but will pay all Additional Rent for the
     Leased Premises. The Tenant shall be entitled to such Basic Rent Free
     Period only if the Tenant is not in default under the Lease.

4.   LEASEHOLD IMPROVEMENTS

     The Landlord hereby grants to the Tenant a one-time cash allowance in the
     amount of EIGHT DOLLARS AND FIFTY CENTS ($8.50) per square foot of Usable
     Area. This will be payable on MAY 1, 1994.

5.   OPTION TO CANCEL

     Section 14.18 of the Lease is hereby amended as follows:

     "The Tenant shall be entitled to cancel this Lease as of and effective on
     APRIL 30, 1999 with SIX (6) MONTHS' prior written notice. The notice must
     be given on or before NOVEMBER 30, 1998 and will be valid only if
     accompanied by payment to the Landlord of a postdated bank draft payable on
     APRIL 30, 1999 in the amount of TWENTY DOLLARS ($20.00) per rentable square
     foot, the value of the then unamortized inducement to enter into this
     Lease. This clause is personal to GEAC Canada Limited and conditional upon
     GEAC Canada Limited being in full occupancy of the Leased Premises."

6.   INDEMNITY

     It is hereby understood and agreed that Third Party indemnification of the
     Landlord with respect to all undertakings, terms, covenants, conditions and
     provisions to be observed by the Tenant pursuant to the Lease and this
     Agreement will no longer be required as of and effective from May 1, 1994.

7.   CONFIRMATION

     The Parties confirm that in all other respects, the terms, covenants and
     conditions of the Lease remain unchanged and in full force and effect,
     except as modified by this Agreement. It is understood and agreed that all
     terms and expressions used in this Agreement shall, unless the contrary
     intention is expressed herein, have the same meanings as ascribed to them
     in the Lease.

     The Lease, as amended by this Agreement, is hereby ratified and confirmed.

     This Agreement shall enure to the benefit of and be binding upon the
     Landlord, its successors and assigns, and upon the Tenant and its permitted
     heirs, executors, administrators, successors and permitted assignees, as
     the case may be.



IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the day
and year first above written.

SIGNED, SEALED AND DELIVERED
in the presence of:               THE PRUDENTIAL ASSURANCE
                                  COMPANY LIMITED


                                  Per: "Peter J. Andrews"                    c/s
                                      ------------------------------------------
                                      Authorized Signing Officer

                                  Per:"Prudential Assurance Company Limited" c/s
                                      ------------------------------------------
                                      Authorized Signing Officer


                                  GEAC CANADA LIMITED


                                  Per: "Geac Canada Limited"                 c/s
                                      ------------------------------------------
                                      Authorized Signing Officer

                                  Per: "Geac Canada Limited"                 c/s
                                      ------------------------------------------
                                      Authorized Signing Officer

                                  SCHEDULE "A"



                        ARCHITECTURAL AREA CERTIFICATION*

Tenant Name:                            GEAC Computer Corp. Ltd.

Suite No., Municipal Address:           300, 11 Allstate Parkway

Building Owner:                         The Prudential Assurance Company Limited

Date:                                   January 1, 1993

This is to certify that the captioned tenancy area has been calculated utilizing
B.O.M.A. standards (1981), with plans and dimensional information supplied by
the Owner and verified on site by Young + Wright personnel.


                                           Imperial (S.F.)         Metric (S.M.)

B.O.M.A. Rentable Floor Area                    25,200                2,341.1

B.O.M.A. Usable Floor Area                      24,276                2,255.2

Tenant Usable Floor Area                        24,276                2,255.2

Rentable/Usable Floor Area Factor               1.0381

TENANT RENTABLE FLOOR AREA                      25,200                2,341.1


 "Drummond Hassan"

- ---------------------------
 Drummond Hassan
 Partner

* Please refer to the attached Key Plan, dated January 1, 1993

                                  SCHEDULE "A"



                            [GRAPHIC OF FLOOR PLAN]

EX-10.12

                                                                   EXHIBIT 10.12

675 Cochrane Drive                              GWL REALTY ADVISORS INC.
Suite 710
Markham, Ontario
L3R 0B8
Telephone:  (905) 475-1995
Fax:        (905) 475-0173

- --------------------------------------------------------------------------------

August 17, 2001



Mr. Robin DeMercado
Geac Canada Limited
11 Allstate Parkway
Suite 300
Markham, Ontario
L3R 9T8

RE: EXTENSION PROPOSAL BETWEEN GEAC CANADA LIMITED (THE "TENANT")
    AND 3170497 CANADA INC. (THE "LANDLORD") -11 ALLSTATE PARKWAY
    -------------------------------------------------------------

Dear Robin:

Further to your conversation with Mike Snell, we are pleased to outline the
business terms and conditions under which the Landlord would extend your Lease
for premises on the 3rd floor of 11 Allstate Parkway:

PREMISES:      Twenty-five thousand, two hundred and eighty-six (25,286) square
               feet of Rentable Area located on the 3rd floor of 11 Allstate
               Parkway.

TERM:          One (1) year, commencing May 1, 2004 (the "Commencement Date")
               and terminating on April 30, 2005 (the "Termination Date").

BASIC RENT:    The Basic Rent payable by the Tenant to the Landlord during the
               Term without any set-off, abatement or deduction shall be based
               on a rent factor of:

                   $16.50 net per square foot of the Rentable Area per annum.

STORAGE:       The Tenant shall retain its storage space of 2,593 sq.ft. at its
               current gross rental rate of $7.50 per square foot, per annum.



A subsidiary of The Great-West Life Assurance Company



                                       2

LANDLORD'S
CONDITIONS:    This Extension Proposal shall be conditional for five (5)
               business days from the date of acceptance of this Proposal by
               both parties, upon the Landlord being satisfied with the
               following:

               (a) approval of the Executive Committee of the Landlord.

               Should these conditions not be satisfied by the Landlord within
               the five (5) business day period, this Proposal shall be null and
               void.

IRREVOCABLE:   This Proposal is irrevocable by the Landlord until 4:00 p.m.,
               Wednesday, August 22, 2001, after which time it shall become null
               and void.

Should the above be satisfactory for your purposes, kindly execute all copies of
this Proposal and return them to our office in order that they may be executed
by the Landlord.

We would like to thank you for giving us the opportunity to submit our Proposal
to Geac Canada Limited and look forward to hearing from you in the near future.

Yours truly,
GWL REALTY ADVISORS INC.
On behalf of the Landlord


"GWL Realty Advisors Inc."

Per:  Glenn Way
Director, Leasing
Direct Dial (905) 475-4023

GW/lmp

Accepted in Markham, this 21st day of August, 2001.

GEAC CANADA LIMITED


Per: [illegible signature]
    --------------------------------------
    (Tenant)

EX-10.13

                                                                   EXHIBIT 10.13


Mr. Charles S. Jones
127 Broad Brook Road
Bedford Hills, NY 10507-2235
USA

Dear Charles:

This letter will confirm the terms of your continuing employment as an officer
of Geac Computer Corporation Limited ("Geac") in the capacity of Chairman. This
letter is effective as at December 4, 2001.

The Board recognizes the extraordinary efforts you have expended on behalf of
Geac as Chairman for nominal consideration. It is the desire of the Board that
you continue these efforts. In that vein, you shall continue to serve Geac
faithfully to the best of your ability and shall, subject to your continued
obligations as a member of the Board of Directors and Committees of the Board of
First Funding Corporation (and Chairman) and certain other corporations that you
have disclosed to Geac, and acting as an investor individually and in
partnerships, throughout the term of your employment devote your reasonable and
necessary working time and attention to the business and affairs of Geac and
shall use your best efforts to maintain and advance that business while
continuing to supervise the President and Chief Executive Officer as the Board's
representative between meetings of the Board.


REPORTING RELATIONSHIP

As Chairman, you will report to the Board of Directors. You acknowledge that
your powers as Chairman are those delegated to you from time to time by the
Board of Directors in accordance with Geac's By-Laws and that the By-Laws
provide that each officer shall hold office during the pleasure of the Board. It
is understood and agreed that you will provide corporate information to the
Board of Directors and the Chair of any Committee of the Board as requested or
as required on a reasonably timely basis.


TERM

Your employment is for an indefinite term, subject to the termination provisions
as outlined in this letter.

You agree that Geac may require you at any time during your employment to
perform your duties from various locations; but you shall not be required to
move your residence.






                                     - 2 -

DETAILS OF YOUR REMUNERATION

(i)      BASE SALARY

         Your base salary will be U.S.$250,000 per annum effective December 4,
         2001, subject to annual review. This will be paid in semi-monthly
         instalments subject to all proper withholding taxes and any deductions
         attributable to your required or elective contributions to the benefits
         provided by Geac, including the benefits referred to in Section 3 of
         this letter.

(ii)     BONUS

         You shall also be entitled to a bonus determined at the discretion of
         the Board based upon Geac's financial performance.

(iii)    STOCK OPTIONS

         You are hereby granted options (the "Options") to acquire 600,000 Geac
         common shares (the "Shares") with an exercise price per Share equal to
         the arithmetic average of the high and low board lot prices of the
         Shares on the Toronto Stock Exchange on the five trading days
         immediately preceding December 4, 2001, namely Cdn.$6.37. These Options
         are granted subject to, and shall be governed by, the terms and
         provisions of Geac's Stock Option Plan VI. The Options shall vest on
         December 4, 2002. The "Option Period" as defined in the Plan for the
         Options shall be ten years commencing December 4, 2001. For the
         avoidance of doubt, the stock appreciation rights for 200,000 units at
         an exercise price of Cdn.$4.20 discussed with you prior to the date
         hereof shall not be granted to you and do not form part of this
         agreement. In addition, the Board recognizes with gratitude your
         willingness to accept 600,000 options instead of the 1,000,000
         originally discussed in order to provide room under the Plan for
         options to be granted to others.

(iv)     GROUP BENEFITS

         You will be entitled to receive and participate in all of Geac's
         standard employee benefit plans, and to receive additional disability
         coverage at the discretion of the Board of Directors, subject to your
         qualification for such coverage. To the extent the value of all or any
         of these group benefits are included in your income for income tax
         purposes, your base salary shall be grossed up in order to compensate
         you for income tax payable in respect of such group benefits up to a
         maximum of US$50,000 per calendar year.

(v)      ADDITIONAL BENEFITS

         Geac shall pay your reasonable annual dues in a golf club.




                                     - 3 -

(vi)     AUTOMOBILE

         During the period of your employment an automobile shall be made
         available to you by Geac pursuant to a three-year closed end lease
         under which the monthly payments, payable by Geac, shall not exceed
         U.S.$800 plus taxes. Geac shall also pay all operating costs plus
         insurance for the automobile. Until such leased automobile is provided
         to you, Geac shall pay you U.S.$800 per month as a car allowance
         retroactive to December 4, 2001.

(vii)    VACATION

         During each year of your employment you will be entitled to 5 weeks
         paid vacation to be taken at mutually agreeable times.

(viii)   TAXES

         Provided that you do not become a resident of Canada for purposes of
         the Income Tax Act (Canada), Geac shall also pay to you such amounts as
         will cause the net tax cost to you of your Base Salary, Bonuses and
         Benefits to be no greater than the tax you would have paid as a
         resident of the state of New York, taking into account for this purpose
         any tax on amounts payable to you under this paragraph up to a maximum
         of U.S.$100,000 per calendar year.

For greater certainty, you acknowledge that during the term of this letter
agreement you will not be entitled to receive any additional retainers or
meeting fees as Chairman or Director of Geac.

VOLUNTARY RESIGNATION

You agree that you will not voluntarily resign without providing Geac with at
least 30 days written notice of your intention to resign. Upon the effective
date of your resignation, Geac shall pay you all unpaid salary, including a
credit for any vacation earned but not taken.

TERMINATION FOR JUST CAUSE

Geac shall have the right to terminate your employment at any time for just
cause. In the event your employment is terminated for just cause you will
receive on the date of termination a payment equal to all unpaid salary,
including credit for any vacation earned but not taken, and a reimbursement of
all legitimate expenses incurred up to the date of termination. You will not be
paid any bonus payment if you are terminated for just cause.


                                     - 4 -

TERMINATION WITHOUT JUST CAUSE

Geac shall have the right to terminate your employment at any time without just
cause. In the event you are terminated without just cause, you shall be entitled
to receive all unpaid salary to the date of termination, and termination or
severance pay which shall be calculated as follows (the "Termination Payment"):
during the first six months, one month severance for each complete month worked;
after six months, one year's severance, payment for any vacation earned but not
taken prior to the date of notice of termination, and maintenance of any
benefits in accordance with the Employment Standards Act 2000. You will also be
reimbursed for all reasonable expenses incurred up to the date of termination.
All unvested Options and SARs previously granted shall become fully vested and
remain exercisable for 30 days following receipt by you of notice of
termination. All payments and amounts will be subject to statutory and other
required deductions.

It is agreed that the payments and benefits described in this paragraph are in
full and final satisfaction of any claims associated with the termination of
your employment under the Employment Standards Act 2000, any other relevant
statute or at common law.

CHANGE IN CONTROL AND CHANGE AFFECTING YOUR EMPLOYMENT

1.       In the event of a Change in Control and a Change Affecting Your
         Employment within 12 months of a Change in Control, you may elect to
         resign from Geac within 120 days of the Change in Control and Change
         Affecting Your Employment. In the event of your resignation, you will
         be provided with the following:

(a)      On the effective date of your resignation, Geac will pay you the
         Termination Payment, calculated as though such effective date was the
         effective date of the termination of your employment by Geac for a
         reason other than cause; and

2.       In such event, you will also be paid, credited or reimbursed, as the
         case may be, for all unpaid salary (including credit for any vacation
         earned but not taken), all unpaid bonuses, all accrued bonuses (such
         bonuses to be determined on a proportionate basis having regards to the
         proportion of the fiscal year which has elapsed), expenses, benefits
         and other amounts payable to you or earned by you up to the date of
         resignation. Also, in such event, all unvested Options and SARs
         previously granted shall become fully vested and remain exercisable for
         30 days following your resignation as aforesaid.

3.       In no case will you be entitled to both a payment for termination for
         any reason other than cause and for a termination in the event of a
         Change in Control and Change Affecting Your Employment.

For the purposes of this Letter Agreement, "Change in Control" and "Change
Affecting Your Employment" are defined as set out in Schedule "C".



                                     - 5 -

PROPERTY OF GEAC

All equipment, material, written correspondence, memoranda, communication,
reports, or other documents pertaining to the business of Geac used or produced
by you in connection with your assignment, or in your possession or under your
control, shall at all times remain the property of Geac. You shall return all
property of Geac in your possession or under your control in good condition
within one week of a request by Geac, or within one week of being provided with
notice of the termination of your employment.


NON-DISCLOSURE AND OTHER CONDITIONS

You agree to be bound by the terms of the General Confidentiality Agreement
attached hereto as Schedule "A".

During the term of this agreement and for a period of one year following the
termination of employment, for any reason, you will not directly or indirectly,
unless specifically requested in writing in advance by the Company's Board of
Directors (and will not at any time assist or encourage others to):

- -    intentionally act in any manner that is detrimental to the relations
     between Geac, its customers, employees, subsidiaries or affiliates;

- -    other than for the purposes of the business of Geac or an affiliated
     company, solicit any of the officers, employees, customers or business of
     Geac or be connected with any person or firm or corporation, other than
     First Funding Corporation (and Chairman) and certain other corporations
     that you have disclosed to Geac, and acting as an investor individually and
     in partnerships soliciting or servicing any of the same;

- -    effect or seek, offer or propose (whether publicly or otherwise) to effect,
     or cause or participate in or in any way assist any other person to effect
     or seek, offer or propose (whether publicly or otherwise) to effect or
     participate in:

         (a)      any acquisition of any securities (or beneficial ownership
                  thereof) or assets of the Company or any of its subsidiaries;

         (b)      any take-over bid, tender or exchange offer, merger or other
                  business combination involving the Company or any of its
                  subsidiaries;

         (c)      any recapitalization, restructuring, liquidation, dissolution
                  or other extraordinary transaction with the Company or any of
                  its subsidiaries; or

         (d)      any solicitation of proxies or consents to vote any voting
                  securities of the Company;


                                     - 6 -

- -        enter into any discussions, negotiations, arrangements or
         understandings with any person with respect to any other matter
         described in the foregoing paragraphs; or

- -        take any action inconsistent with any of the foregoing subparagraphs.


RESIGNATION AS OFFICER AND DIRECTOR

You covenant and agree that, upon any notice of your resignation from Geac or
termination of your employment being given, you shall forthwith tender your
resignation from all offices and directorships then held by you at any of Geac's
subsidiaries and affiliates, such resignation to be effective upon the effective
date of your resignation or termination of your employment, or at such other
date as may be mutually agreed to by you and Geac, and you shall not be entitled
to receive any severance payment or compensation for loss of office or otherwise
by reason of the resignation, other than what has been provided elsewhere in
this Agreement. If you fail to resign as set out above, you will be deemed to
have resigned from all Geac offices and subsidiary directorships and Geac is
hereby authorized by you to appoint any person in your name and on your behalf
to sign any documents or do any things necessary or required to give effect to
such resignation. For the avoidance of doubt, you should not be required to
resign as a Director of Geac Computer Corporation Limited unless terminated for
cause.

Attached hereto as Schedule "B" is the form of resignation letter which you
agree to sign at the date of execution of this Agreement, which will be held in
escrow by Geac until you provide any notice of your resignation from Geac or
Geac terminates your employment for any reason.


CHOICE OF LAW

This Agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the Province of Ontario, Canada.


SUBMISSION TO ARBITRATION

It is hereby agreed that any dispute or controversy in connection with this
Agreement, including its interpretation, will be conclusively settled by
submission to arbitration (the "Arbitration") in accordance with the rules of
arbitration of the Arbitration Act (Ontario) as amended from time to time. The
Arbitration will be conducted before a single arbitrator mutually agreeable to
the parties (the "Arbitrator"). Each party will be responsible for their own
legal costs incurred at the Arbitration. The cost of the Arbitrator will be
shared subject to Geac's agreement to reimburse you for your share of the
Arbitrator's costs in the event you are largely successful at the Arbitration.




                                     - 7 -

NOTICES

Any notice required or permitted hereunder shall be deemed to be delivered on
the date of actual delivery, if delivered personally, or on the date four days
after mailing, if delivered by registered mail. In the case of postal
disruption, delivery shall be made by way of personal delivery.


ENTIRE AGREEMENT

This Agreement, together with Schedule "A" and Schedule "B" hereto, contains the
entire agreement between us with respect to the subject matter hereof. Any and
all other oral or written representations, agreements, arrangements or
understandings between us are hereby terminated.

We trust that the above will be acceptable to you and we ask that you indicate
your acceptance of this offer by signing the enclosed copy of this letter and
returning it to my attention.

Charles, we continue to look forward to your continued participation in the
growth of the Company.

Sincerely,

Geac Computer Corporation Limited


"Thomas I.A. Allen"

By:  Thomas I.A. Allen, Q.C.



ACCEPTED:


"Charles Jones"                                      25 Feb 2002
- ------------------------------------        ---------------------------
Charles Snowden Jones                                   Date



                                     - 8 -

                                  SCHEDULE "A"

     AGREEMENT RESPECTING CONFIDENTIALITY, EXCLUSIVITY AND NON-SOLICITATION


1.       CONFIDENTIAL INFORMATION

"Confidential Information" means information disclosed to me or acquired by me
as a result of my employment with Geac and includes but is not limited to
information relating to Geac's products or developments of new or improved
products, marketing strategy, sales or business plans, the names and information
about Geac's past, present and prospective customers (to whom Geac has made a
proposal to during the course of my employment) and clients, trade secrets and
any other information which is not in the public domain and which information
can be reasonably deemed as confidential information whether or not such
information is explicitly identified as being confidential.


2.       USE AND DISCLOSURE

While employed by Geac and following the termination of my employment, I shall
not, directly or indirectly, in any way use or disclose to any person any
Confidential Information. I agree and acknowledge that Confidential Information
of Geac is the exclusive property of Geac and I shall hold all such Confidential
Information in trust for Geac. I confirm and acknowledge my fiduciary duty to
use my best efforts to protect Confidential Information; not to misuse such
information; and to protect such Confidential Information from any misuse,
misappropriation, harm, or interference by others in any manner whatsoever.


3.       GEAC PROPERTY

All equipment, material, written correspondence, memoranda, communication,
reports, or other documents pertaining to the business of Geac used or produced
by you in connection with your assignment, or in your possession or under your
control, shall at all times remain the property of Geac. You shall return all
property of Geac in your possession or under your control in good condition
within one week of a request by Geac, or within one week of the termination of
your employment.


4.       EXCLUSIVITY AND DEDICATION

During the period of my employment with Geac and subject to my continued
obligations as a member of the Board of Directors and Committees of the Boards
of First Funding Corporation and certain other corporations that you have
disclosed to Geac, and acting as an investor individually and in partnerships:



                                     - 9 -

         (a)      I shall devote such working time necessary to satisfactorily
                  execute such duties as may be assigned to me by Geac. During
                  such time I shall faithfully and diligently serve and
                  endeavour to further the interests of Geac. Acting in good
                  faith, I advise the Board of Geac that my duties to these
                  aforementioned entities are not so onerous that they would
                  individually or collectively reasonably be expected to impede
                  my ability to continue to perform my role as Chairman of Geac
                  as I have in the past year ;

         (b)      I agree that I shall not engage in or become connected with:

                  (i)      any other business during my regular business hours
                           at Geac except as specified elsewhere in this
                           agreement; or

                  (ii)     any business which is in competition with Geac at
                           any time.


5.       CONFLICTS

Subject to my continued obligations as a member of the Board of Directors and
Committees of the Boards of First Funding Corporation and certain other
corporations that you have disclosed to Geac and acting as an investor
individually and in partnerships, my employment with Geac does not now and shall
not in the future conflict with any obligations or interests that I have with
any other person, business, organization or former employer. I agree to notify
Geac in writing immediately upon having any knowledge to the contrary of any
conflict or potential conflict.


6.       NON-SOLICITATION OF CUSTOMERS

I agree that during the term of this Agreement and for a period of 1 year
immediately following the termination of my employment with Geac, I shall not,
on my own behalf or on behalf of any person, firm, partnership, association,
corporation or business organization, entity or enterprise, directly or
indirectly, solicit, contact, call upon, communicate or attempt to communicate
with any customer or prospective customer of Geac or any representative of any
customer or prospective customer of Geac, with a view to the sale or provision
of any deliverable or service competitive or potentially competitive with any
deliverable or service sold or provided or under development by Geac during the
1 year immediately preceding the effective date of the termination of my
employment.


                                     - 10 -


7.       NON-SOLICITATION OF EMPLOYEES

I agree that while I am employed by Geac, and for a period of 1 year following
the termination of my employment with Geac, I shall not directly or indirectly,
solicit, induce or attempt to induce any Geac employee into leaving the
Company's employment, nor shall I directly or indirectly participate in any
organization's recruitment or hiring of Geac employees.


8.       TERM

This Agreement shall become effective when signed and shall terminate upon the
termination of my employment with Geac, except that paragraphs 1, 2, 3, 6 and 7
shall survive such termination.


9.       SEVERABILITY

I acknowledge that each paragraph of this Agreement is separate from each other
paragraph of this Agreement and if any one paragraph is found to be invalid, it
shall not invalidate the remainder of this Agreement.


10.      JURISDICTION

This Agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the Province of Ontario, Canada.


11.      INDEPENDENT LEGAL ADVICE

I acknowledge I have read and understood this Agreement and have had the
opportunity to obtain independent legal advice prior to the execution of this
Agreement. In the event that I did not obtain such advice, I shall not use the
absence of such advice in an attempt to obviate, alter, sever or otherwise
terminate this Agreement or any part thereof.




                                     - 11 -


12.      ENTIRE AGREEMENT

This Agreement shall supersede any previous confidentiality agreement or similar
understanding which I may have had with Geac. Any amendments to this Agreement
must be made in writing and signed by both Geac and me.


This Agreement is effective as at December 4, 2001.


"Charles Jones"                                      "Barbara J. Randi"
- -----------------------------------         --------------------------------
Charles Snowden Jones                                     Witness


Charles Snowden Jones                                Barbara J. Randi
- -----------------------------------         --------------------------------
(Print)                                     (Print)



                                     - 12 -

                                  SCHEDULE "B"


Geac Computer Corporation Limited


Dear Sirs:

Re:  Resignation from All Offices and Directorships

Resignation Letter as Chairman of Geac Computer Corporation Ltd. and
Officer/Director of any subsidiary.

I hereby tender my resignation to take effect immediately upon the effective
date of my resignation from or termination of my employment with Geac Computer
Corporation Limited as Chairman of the Board of Geac Computer Corporation
Limited. With effect on such date I hereby resign from all offices and
directorships at any subsidiaries or affiliates of Geac Computer Corporation
Limited. For the avoidance of doubt, this resignation does not include my
resignation as a Director of Geac Computer Corporation Limited.

Yours very truly,




Charles Snowden Jones



                                     - 13 -

                                  SCHEDULE "C"

"Change in Control" means the occurrence of one or more of the following events:

1.       The sale, lease or transfer, in one or a series of related
         transactions, of all or substantially all of Geac's assets considered
         on a consolidated basis to any person or company or combination of
         persons or companies;

2.       The adoption of a plan relating to the liquidation or dissolution of
         Geac;

3.       The acquisition by any person or company or combination of persons or
         companies acting jointly or in concert of a direct or indirect interest
         in more than 50 percent of the ownership of Geac or the voting power of
         the voting shares of Geac by way of a purchase, merger or consolidation
         or otherwise (other than a creation of a holding company that does not
         involve a change in the beneficial ownership of Geac as a result of
         such transaction);

4.       The amalgamation, merger or consolidation of Geac with or into another
         corporation or the amalgamation or merger of another corporation into
         Geac with the effect that immediately after such transaction the
         shareholders of Geac immediately prior to such transaction hold less
         than 50 percent of the total voting power of all securities generally
         entitled to vote in the election of directors, managers or trustees of
         the person surviving such amalgamation, merger or consolidation; or

5.       During any period of two consecutive years, individuals who at the
         beginning of such period constitute the entire Board of Directors of
         Geac shall cease for any reason to constitute a majority thereof unless
         the election, or the nomination for election by Geac's stockholders, of
         each new director was approved by a vote of at least two-thirds of the
         directors then still in office who were directors at the beginning of
         such period or who, themselves, were approved during such period by the
         requisite two-thirds vote specified above.


"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by you during the 90 day period immediately following the
date on which you become aware of such circumstances:

1.       Any change to your employment conditions with Geac which would
         significantly reduce the nature or status of your responsibilities;

2.       A reduction by Geac in your annual compensation as of the date of the
         Change in Control;

3.       The failure by Geac to continue in effect for your benefit any
         perquisites or



                                     - 14 -

         participation in any employee benefit plan to which other employees of
         Geac are entitled, to the same extent to which any other employees
         enjoy such benefits;

4.       Any other change which would constitute "constructive dismissal" under
         applicable law; or

5.       Any change in the location of the principal office of Geac which
         causes you to substantially increase your travel time or relocate.

EX-10.14

                                                                   EXHIBIT 10.14

GEAC
GEAC COMPUTER CORPORATION LIMITED
4100 YONGE STREET, SUITE 601
TORONTO, ONTARIO   M2P 2G2
TEL:  (416) 642-1960
FAX:  (416) 642-1961

July 9, 2001



Mr. Paul D. Birch
565 Westford Street
Carlisle, Massachusetts  01741

Dear Paul:

This letter will confirm the terms of your employment as President of GES
Enterprises ("GES") effective July 9, 2001.

You shall serve GES and its parent, Geac Computer Corporation Limed ("Geac"),
faithfully to the best of your ability and shall throughout the term of your
assignment devote your full working time and attention to the business and
affairs of GES and Geac and shall use your best efforts to maintain and advance
that business.


REPORTING OBLIGATION

As president, you will report to the Chief Executive Officer, or as directed by
the Board of Directors. It is understood and agreed that time is of the essence
in the delivery of corporate information to the Chief Executive Officer.


DETAILS OF YOUR REMUNERATION

1.       BASE SALARY:

Annual base salary of U.S.$250,000 per annum, subject to annual review. This
will be paid in semi-monthly instalments subject to all proper withholding taxes
and any deductions attributable to your required or elective contributions to
the benefits provided by GES, including the benefits referred to in Section 3 of
this letter.

2.       BONUS:

Commencing with the fiscal year ending April 30, 2002, you will be paid an
annual bonus of U.S.$225,000 subject to Geac achieving a 20 percent EBITDA
return on sales as defined in Schedule "A".


                                     - 2 -

3.       GROUP BENEFITS:

You will be entitled to receive and participate in all of GES's standard
employee benefit plans, and to receive additional disability coverage at the
discretion of the Board of Directors, subject to your qualification for such
coverage. To the extent the value of all or any of these group benefits are
included in your income for income tax purposes, your remuneration shall be
grossed up in order to compensate you for income tax payable in respect of such
group benefits and in respect of the amount of any gross hereunder. All such
benefits will be provided to you by a provider or providers in the United States
as well as GES's Canadian providers.

4.       VACATION:

During each year of your employment with GES and Geac you will be entitled to 4
weeks paid vacation to be taken at mutually agreeable times. This vacation
period covers your collective entitlement for both GES and Geac.

5.       ADDITIONAL BENEFITS:

(a)      GES shall pay the rent for a suitable furnished two-bedroom apartment
         chosen by you in the Atlanta area or a location mutually agreed to, and
         until you have been able to rent and occupy such apartment, shall
         reimburse you for the cost of suite-type hotel accommodations.

6.       AUTOMOBILE:

During the period of your employment an automobile shall be made available to
you pursuant to a two-year lease under which the monthly payments shall not
exceed U.S.$800 plus taxes. GES shall pay all operating costs plus insurance for
the automobile. Until such leased automobile is established you shall be paid
U.S.$800 per month as a car allowance.

7.       TAXES:

(a)      To the extent the value of all or any of the benefits described in
         Sections 5 and 6 are included in your income for income tax purposes,
         your remuneration shall be grossed up in order to compensate you for
         income tax payable in respect thereof and in respect of the amount of
         any gross up hereunder.


STOCK OPTIONS

You have been granted 850 thousand (850,000) Options with an exercise price
equal to the Closing Share Price on August 1, 2001. These Options are granted
subject to Geac's Executive Stock Option Plan VI. These Options will vest in
equal annual instalments over a 4-year period commencing on the fist anniversary
of the date of the grant and ending on the fourth anniversary of the date of the
grant.

The granting of additional Options shall be at the discretion of the Board of
Directors.



                                     - 3 -

VOLUNTARY RESIGNATION

If you wish to resign voluntarily you shall provide GES with at least 30 days
prior written notice, which shall set out a proposed date of resignation. GES
may elect to require you to remain in its employment for all or part of the
notice period, or may require that you resign immediately. Upon the date of your
resignation, GES shall pay you all unpaid salary and shall pay any unpaid bonus
provided that the conditions for payment of the bonus have been met. Upon the
date of your resignation the vesting of Options shall cease and you will have no
entitlement to pay or benefits beyond the date of resignation. This paragraph
shall be subject to, and shall not apply in the case of resignation following a
Change in Control described in the paragraphs hereafter set forth concerning a
Change in Control.


TERMINATION FOR CAUSE

If you are guilty of any conduct constituting just Cause (as hereinafter
defined) for dismissal, GES may terminate your employment by providing you with
written notice of termination and your employment and your rights under this
Agreement shall terminate on the day the notice is delivered to you. Upon
termination for Cause you shall be paid all unpaid salary owing to you and the
vesting of Options shall cease. You will have no entitlement to pay or benefits
beyond the date of termination.

As used in this Agreement, the term "Cause" shall mean (a) your material failure
to substantially perform your duties with GES (other than any such failure
resulting from your incapacity due to physical or mental illness) that continues
for more than 30 days after a written demand for substantial performance is
delivered to you by GES's Board of Directors, which demand specifically
identifies the manner in which the Board believes that you have not
substantially performed your duties, (b) the willful engaging by you in conduct
which is materially injurious to GES, monetarily or otherwise, (c) your
conviction of any crime, other than routine traffic violations or (d) your
engaging in any business which materially competes with any material business of
GES.


TERMINATION FOR ANY REASON OTHER THAN CAUSE

GES shall have the right to terminate your employment at any time for any reason
other than Cause. You shall be entitled to receive on the date of termination a
lump sum cash payment (the "Termination Payment") in an amount equal to (a) your
base salary received or receivable by you in respect of the immediately
preceding year plus (b) either (i) the average of the bonuses paid or payable to
you with respect to each of the three preceding years or (ii) if you have been
employed by GES for fewer than three years at the time of your termination, the
average of the bonuses paid or payable to you with respect to each of the years
in which you have worked for GES. Subject to the agreement of the carrier or
carriers, GES will also maintain all of your benefits of employment, except for
your automobile, apartment, and short and long-term disability benefits for a
period of 12 months from the date of termination. You will be paid, credited or
reimbursed, as the case may be, for all unpaid salary (including credit for any


                                     - 4 -


vacation earned but not taken), all unpaid bonuses, all accrued bonuses (such
bonuses to be determined on a proportionate basis having regard to the
proportion of the fiscal year which has elapsed), expenses, benefits and other
amounts payable to you or earned by you up to the termination date. For purposes
of this paragraph and payments to you following a Change of Control described
below, all amounts payable to you shall be increased to appropriately reflect
the tax payment and gross up provisions set forth above with respect to salary,
bonus and benefits.


CHANGE IN CONTROL AND CHANGE AFFECTING YOUR EMPLOYMENT

1.       In the event of a Change in Control and a Change Affecting Your
         Employment within 12 months of a Change in Control, you may elect to
         resign from Geac within 120 days of the Change in Control and Change
         Affecting Your Employment. In the event of your resignation, you will
         be provided with the following:

(a)      On the effective date of your resignation, Geac will pay you the
         Termination Payment, calculated as though such effective date was the
         effective date of the termination of your employment by Geac for a
         reason other than Cause; and

(b)      Subject to the agreement of the carrier or carriers, Geac will maintain
         all benefits of employment except for your automobile and apartment for
         a period of 12 months from the date of termination.

2.       In such event, you will also be paid, credited or reimbursed, as the
         case may be, for all unpaid salary (including credit for any vacation
         earned but not taken, all unpaid bonuses, all accrued bonuses (such
         bonuses to be determined on a proportionate basis having regards to the
         proportion of the fiscal year which has elapsed), expenses, benefits
         and other amounts payable to you or earned by you up to the date of
         resignation. Also, in such event, all unvested Stock Options previously
         granted shall become fully vested.

3.       In no case will you be entitled to both a payment for termination for
         any reason other than cause and for a termination in the event of a
         Change in Control and Change Affecting Your Employment.

For the purposes of this Letter Agreement, "Change in Control" and "Change
Affecting Your Employment" are defined as set out in Schedule "B".


PROPERTY OF GES

All equipment, material, written correspondence, memoranda, communication,
reports, or other documents pertaining to the business of GES used or produced
by you in connection with your employment, or in your possession or under your
control, shall at all times remain the property of GES. You shall return all
property of GES in your possession or under your control in good condition
within one week of a request by GES, or within one week of the termination of
your employment.


                                     - 5 -

NON-DISCLOSURE

You agree to be bound by the terms of the General Confidentiality Agreement
attached hereto as Schedule "C".


RESIGNATION AS OFFICER AND DIRECTOR

You covenant and agree that, upon any notice of your resignation from GES or
termination of your employment being given, you shall forthwith tender your
resignation from all offices and directorships then held by you at GES or any of
its subsidiaries and affiliates, such resignation to be effective immediately,
or at such other date as may be mutually agreed to by you and GES, and you shall
not be entitled to receive any severance payment or compensation for loss of
office or otherwise by reason of the resignation, other than what has been
provided elsewhere in this Agreement. If you fail to resign as set out above,
you will be deemed to have resigned from all offices and directorships, and GES
is hereby authorized by you to appoint any person in your name and on your
behalf to sign any documents or do any things necessary or required to give
effect to such resignation.


CHOICE OF LAW

This Agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the State of Massachusetts, U.S.A.


SUBMISSION TO ARBITRATION

It is hereby agreed that any dispute or controversy in connection with this
Agreement, including its interpretation, will be conclusively settled by
submission to arbitration (the "Arbitration") in accordance with the rules of
arbitration of the State of Massachusetts as amended from time to time. The
Arbitration will be conducted before a single arbitrator mutually agreeable to
the parties (the "Arbitrator"). Each party will be responsible for their own
legal costs incurred at the Arbitration. The cost of the Arbitrator will be
shared subject to GES's agreement to reimburse you for your share of the
Arbitrator's costs in the event you are largely successful at the Arbitration.


NOTICES

Any notice required or permitted hereunder shall be deemed to be delivered on
the date of actual delivery, if delivered personally, or on the date four days
after mailing, if delivered by registered mail. In the case of postal
disruption, delivery shall be made by way of personal delivery.



                                     - 6 -

LEGAL COSTS

GES shall pay, or at your option, shall reimburse you for, the reasonable legal
fees and disbursements incurred by you in connection with the drafting and
negotiation of this Agreement.


ENTIRE AGREEMENT

This Agreement contains the entire agreement between us with respect to the
subject matter hereof. Any and all other oral or written representations,
agreements, arrangements or understandings between us are hereby terminated.

We trust that the above will be acceptable to you and we ask that you indicate
your acceptance of this offer by signing the enclosed copy of this letter.


Paul, we look forward to welcoming you to the GES team.


Sincerely,

GES Enterprises

[illegible]

By:  Name and Title of Signatory



ACCEPTED:

"Paul Birch"

- --------------------------------------
Paul D. Birch                                 DATE:  August 2, 2001




                                     - 7 -


                                  SCHEDULE "A"


                                EBITDA Definition


With respect to Geac Computer Corporation and its subsidiaries for any fiscal
period, an amount equal to:

(a)      Consolidated Net Income for such period plus;

(b)      To the extent deducted in the calculation of Consolidated Net Income
         and without duplication;

             (i)     depreciation and amortization for such period,

             (ii)    other non-cash charges for such period,

             (iii)   income tax expense for such period,

             (iv)    Consolidated Total Interest Income/Expense for such period,

             (v)     the aggregate amount of one time non-recurring
                     expenses and/or charges or gains in the disposition
                     of businesses taken by Geac Computer Corporation and
                     its subsidiaries in the fiscal year ending April 30,
                     2002, all of the above relating to the restructuring
                     of the business.





                                     - 8 -


                                  SCHEDULE "B"

"Change in Control" means the occurrence of one or more of the following events:

1.       The sale, lease or transfer, in one or a series of related
         transactions, of all or substantially all of Geac's assets considered
         on a consolidated basis to any person or company or combination of
         persons or companies;

2.       The adoption of a plan relating to the liquidation or dissolution of
         Geac;

3.       The acquisition by any person or company or combination of persons or
         companies acting jointly or in concert of a direct or indirect interest
         in more than 50 percent of the ownership of Geac or the voting power of
         the voting shares of Geac by way of a purchase, merger or consolidation
         or otherwise (other than a creation of a holding company that does not
         involve a change in the beneficial ownership of Geac as a result of
         such transaction);

4.       The amalgamation, merger or consolidation of Geac with or into another
         corporation or the amalgamation or merger of another corporation into
         Geac with the effect that immediately after such transaction the
         shareholders of Geac immediately prior to such transaction hold less
         than 50 percent of the total voting power of all securities generally
         entitled to vote in the election of directors, managers or trustees of
         the person surviving such amalgamation, merger or consolidation; or

5.       During any period of two consecutive years, individuals who at the
         beginning of such period constitute the entire Board of Directors of
         Geac shall cease for any reason to constitute a majority thereof unless
         the election, or the nomination for election by Geac's stockholders, of
         each new director was approved by a vote of at least two-thirds of the
         directors then still in office who were directors at the beginning of
         such period or who, themselves, were approved during such period by the
         requisite two-thirds vote specified above.

"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by you during the 90-day period immediately following the
date on which you become aware of such circumstances:

1.       Any change to your employment conditions with Geac or GES which would
         significantly reduce the nature or status of your responsibilities;

2.       A reduction by Geac or GES in your annual compensation as of the date
         of the Change in Control;

3.       The failure by Geac or GES to continue in effect for your benefit any
         perquisites or participation in any employee benefit plan to which
         other employees of Geac or GES are entitled, to the same extent to
         which any other employees enjoy such benefits;



                                     - 9 -

4.       Any other change which would constitute "constructive dismissal" under
         applicable law; or

5.       Any change in the location of the principal  office of Geac or GES
         which causes you to substantially increase your travel time or
         relocate.




                                     - 10 -

                                  SCHEDULE "C"

     Agreement Respecting Confidentiality, Exclusivity and Non-Solicitation

1.       CONFIDENTIAL INFORMATION

"Confidential Information" means information disclosed to me or acquired by me
as a result of my employment with Geac and GES and includes but is not limited
to information relating to Geac and GES's products or developments of new or
improved products, marketing strategy, sales or business plans, the names and
information about Geac and GES's past, present and prospective customers (to
whom Geac and GES has made a proposal during the course of my employment) and
clients, trade secrets and any other information which is not in the public
domain and which information can be reasonably deemed confidential information
whether or not such information is explicitly identified as being confidential.
"Confidential Information" shall not include:

(a)      Information that was known by me at the time it was disclosed to me by
         Geac and GES or was acquired by me; or

(b)      Information that is or becomes publicly known or otherwise enters the
         public domain through no wrongful act of mine; or

(c)      Information that is received by me from a third party which has no
         obligation to maintain it in confidence; or

(d)      Information that is developed independently by me without use of any
         Confidential Information.

2.       USE AND DISCLOSURE

While employed by Geac and GES and following the termination of my employment, I
shall not, directly or indirectly, in any way use or disclose to any person any
Confidential Information. I agree and acknowledge that Confidential Information
of Geac and GES is the exclusive property of Geac and GES and I shall hold all
such Confidential Information in trust for Geac and GES. I confirm and
acknowledge my fiduciary duty to use my best efforts to protect Confidential
Information; not to misuse such information; and to protect such Confidential
Information from any misuse, misappropriation, harm, or interference by others
in any manner whatsoever.

3.       GEAC AND GES PROPERTY

Upon ceasing employment with Geac and GES, I will immediately turn over to Geac
and GES all property then in my possession or under my control belonging to Geac
and GES, or any past, present or prospective customer, client, supplier or
business partner of Geac and GES.

4.       EXCLUSIVITY AND DEDICATION

During the period of my employment with Geac and GES:



                                     - 11 -


(a)      I shall devote my entire working time during the regular business
         hours assigned to my position with attention to such duties as may be
         assigned to me by Geac and GES. During such time I shall faithfully and
         diligently serve and endeavour to further the interests of Geac and
         GES;

(b)      I agree that I shall not engage in or become connected with:

            (i)     any other business during my regular business hours at
                    Geac and GES; or

            (ii)    any business which is in competition with Geac and GES
                    at any time.

5.       CONFLICTS

My employment with Geac and GES does not now and shall not in the future
conflict with any obligations or interests that I have with any other person,
business, organization or former employer. I agree to notify Geac and GES in
writing immediately upon having any knowledge to the contrary of any conflict or
potential conflict.

6.       NON-SOLICITATION OF CUSTOMERS

I agree that during the term of this Agreement and for a period of 1 year
immediately following the termination of my employment with Geac and GES, I
shall not, on my own behalf or on behalf of any person, firm, partnership,
association, corporation or business organization, entity or enterprise,
directly or indirectly, solicit, contact, call upon, communicate or attempt to
communicate with any customer or prospective customer of Geac and GES or any
representative of any customer or prospective customer of Geac and GES, with a
view to the sale or provision of any deliverable or service competitive or
potentially competitive with any deliverable or service sold or provided or
under development by Geac and GES during the 1 year immediately preceding the
effective date of the termination of my employment.

7.       NON-SOLICITATION OF EMPLOYEES

I agree that while I am employed by Geac and GES, and for a period of 1 year
following the termination of my employment with Geac and GES, I shall not
directly or indirectly, solicit, induce or attempt to induce any Geac and GES
employee into leaving the Company's employment, nor shall I directly or
indirectly participate in any organization's recruitment or hiring of Geac and
GES employees.

8.       TERM

This Agreement shall become effective when signed and shall terminate upon the
termination of my employment with Geac and GES, except that paragraphs 1, 2, 3,
6 and 7 shall survive such termination.



                                     - 12 -

9.       SEVERABILITY

I acknowledge that each paragraph of this Agreement is separate from each other
paragraph of this Agreement and if any one paragraph is found to be invalid, it
shall not invalidate the remainder of this Agreement.

10.      JURISDICTION

This Agreement shall be interpreted in accordance with the laws of the
jurisdiction in which it is signed.

11.      INDEPENDENT LEGAL ADVICE

I acknowledge I have read and understood this Agreement and have had the
opportunity to obtain independent legal advice prior to the execution of this
Agreement. In the event that I did not obtain such advice, I shall not use the
absence of such advice in an attempt to obviate, alter, sever or otherwise
terminate this Agreement or any part thereof.

12.      ENTIRE AGREEMENT

This Agreement shall supersede any previous confidentiality agreement or similar
understanding which I may have had with Geac and GES. Any amendments to this
Agreement must be made in writing and signed by both Geac and GES and me.


DATED at   CARLISLE, this  2  day of AUGUST, 2001
           --------        -         ------



"Paul Birch"


- ------------------------------------      --------------------------------------
Paul D. Birch                             Witness


P. BIRCH
- ------------------------------------      --------------------------------------
(Print)                                   (Print)

EX-10.15

                                                                   EXHIBIT 10.15

Geac
Geac Computer Corporation Limited
4100 Yonge Street, Suite 601
Toronto, Ontario  M2P 2G2
Tel:     (416) 642-1960
Fax:     (416) 642-1961

July 9, 2001

Mr. Paul D. Birch
565 Westford Street
Carlisle, Massachusetts 01741

Dear Paul:

This letter will confirm the terms of your employment as Chief Operating Officer
and Chief Financial Officer of Geac Computer Corporation Limited ("Geac")
effective July 9, 2001.

You shall serve Geac and its subsidiary, GES Enterprises ("GES"), faithfully to
the best of your ability and shall throughout the term of your assignment devote
your full working time and attention to the business and affairs of Geac and GES
and shall use your best efforts to maintain and advance that business.

REPORTING OBLIGATION

As Chief Operating Officer and Chief Financial Officer, you will report to the
Chief Executive Officer, or as directed by the Board of Directors. It is
understood and agreed that time is of the essence in the delivery of corporate
information to the Chief Executive Officer.

DETAILS OF YOUR REMUNERATION

1.       BASE SALARY:

Annual base salary of U.S. $50,000 per annum, subject to annual review. This
will be paid in semi-monthly instalments subject to all proper withholding taxes
and any deductions attributable to your required or elective contributions to
the benefits provided by Geac, including the benefits referred to in Section 3
of this letter.

2.       BONUS:

Commencing with the fiscal year ending April 30, 2002, you will be paid an
annual bonus of U.S.$25,000 subject to Geac achieving a 20 percent EBITDA return
on sales as defined in Schedule "A".

3.       ADDITIONAL BENEFITS:

(a)      Promptly after request, Geac shall pay, or reimburse you for, the
         reasonable cost of preparation of your Canadian federal and provincial
         tax returns and for the reasonable



                                       2

         legal and accounting costs incurred by you in analyzing and addressing
         cross-border tax, legal, immigration and contractual issues related to
         your employment by Geac.

4.       VACATION:

During each year of your employment with Geac and GES you will be entitled to 4
weeks paid vacation to be taken at mutually agreeable times. This vacation
period covers your collective entitlement for both Geac and GES.

5.       TAXES:

(a)      Geac shall also pay to you such amounts as will cause the net tax cost
         to you of your salary, bonuses and benefits to be no greater than the
         tax you would have paid as a resident of Massachusetts, taking into
         account for this purpose any tax on amounts payable to you under this
         paragraph.

STOCK OPTIONS

You have been granted 150 thousand (150,000) Options with an exercise price
equal to the Closing Share Price on August 1, 2001. These Options are granted
subject to Geac's Executive Stock Option Plan VI. These Options will vest in
equal annual instalments over a 4-year period commencing on the first
anniversary of the date of the grant and ending on the fourth anniversary of the
date of the grant.

The granting of additional Options shall be at the discretion of the Board of
Directors.

VOLUNTARY RESIGNATION

If you wish to resign voluntarily you shall provide Geac with at least 30 days
prior written notice, which shall set out a proposed date of resignation. Geac
may elect to require you to remain in its employment for all or part of the
notice period, or may require that you resign immediately. Upon the date of your
resignation, Geac shall pay you all unpaid salary and shall pay any unpaid bonus
provided that the conditions for payment of the bonus have been met. Upon the
date of your resignation the vesting of Options shall cease and you will have no
entitlement to pay or benefits beyond the date of resignation. This paragraph
shall be subject to, and shall not apply in the case of resignation following a
Change in Control described in the paragraphs hereafter set forth concerning a
Change in Control.

TERMINATION FOR CAUSE

If you are guilty of any conduct constituting just Cause for dismissal, Geac may
terminate your employment by providing you with written notice of termination
and your employment and your rights under this Agreement shall terminate on the
day the notice is delivered to you. Upon termination for Cause you shall be paid
all unpaid salary owing to you and the vesting of Options shall cease. You will
have no entitlement to pay or benefits beyond the date of termination.


                                       3


TERMINATION FOR ANY REASON OTHER THAN CAUSE

Geac shall have the right to terminate your employment at any time for any
reason other than Cause. You shall be entitled to receive on the date of
termination a lump sum cash payment (the "Termination Payment") in an amount
equal to (a) your base salary received or receivable by you in respect of the
immediately preceding year plus (b) either (i) the average of the bonuses paid
or payable to you with respect to each of the three preceding years or, (ii) if
you have been employed by Geac for fewer than three years at the time of your
termination, the average of the bonuses paid or payable to you with respect to
each of the years in which you have worked for Geac. You will be paid, credited
or reimbursed, as the case may be, for all unpaid salary (including credit for
any vacation earned but not taken), all unpaid bonuses, all accrued bonuses
(such bonuses to be determined on a proportionate basis having regard to the
proportion of the fiscal year which has elapsed), expenses, benefits and other
amounts payable to you or earned by you up to the termination date. For purposes
of this paragraph and payments to you following a Change of Control described
below, all amounts payable to you shall be increased to appropriately reflect
the tax payment and gross up provisions set forth above with respect to salary,
bonus and benefits.

CHANGE IN CONTROL AND CHANGE AFFECTING YOUR EMPLOYMENT

1.       In the event of a Change in Control and a Change Affecting Your
         Employment within 12 months of a Change in Control, you may elect to
         resign from Geac within 120 days of the Change in Control and Change
         Affecting Your Employment. In the event of your resignation, you will
         be provided with the following:

(a)      On the effective date of your resignation Geac will pay you the
         Termination Payment, calculated as though such effective date was the
         effective date of the termination of your employment by Geac for a
         reason other than Cause; and

2.       In such event, you will also be paid, credited or reimbursed, as the
         case may be, for all unpaid salary (including credit for any vacation
         earned but not taken), all unpaid bonuses, all accrued bonuses (such
         bonuses to be determined on a proportionate basis having regards to the
         proportion of the fiscal year which has elapsed), expenses, benefits
         and other amounts payable to you or earned by you up to the date of
         resignation. Also, in such event, all unvested Stock options previously
         granted shall become fully vested.

3.       In no case will you be entitled to both a payment for termination for
         any reason other than cause and for a termination in the event of a
         Change in Control and Change Affecting Your Employment.

For the purposes of this Letter Agreement, "Change in Control" and "Change
Affecting Your Employment" are defined as set out in Schedule "B".


                                       4


PROPERTY OF GEAC

All equipment, material, written correspondence, memoranda, communication,
reports, or other documents pertaining to the business of Geac used or produced
by you in connection with your employment, or in your possession or under your
control, shall at all times remain the property of Geac. You shall return all
property of Geac in your possession or under your control in good condition
within one week of a request by Geac, or within one week of the termination of
your employment.

NON-DISCLOSURE

You agree to be bound by the terms of the General Confidentiality Agreement
attached hereto as Schedule "C".

RESIGNATION AS OFFICER AND DIRECTOR

You covenant and agree that, upon any notice of your resignation from Geac or
termination of your employment being given, you shall forthwith tender your
resignation from all offices and directorships then held by you at Geac or any
of its subsidiaries and affiliates, such resignation to be effective
immediately, or at such other date as may be mutually agreed to by you and Geac,
and you shall not be entitled to receive any severance payment or compensation
for loss of office or otherwise by reason of the resignation, other than what
has been provided elsewhere in this Agreement. If you fail to resign as set out
above, you will be deemed to have resigned from all offices and directorships,
and Geac is hereby authorized by you to appoint any person in your name and on
your behalf to sign any documents or do any things necessary or required to give
effect to such resignation.

CHOICE OF LAW

This Agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the Province of Ontario, Canada.

SUBMISSION TO ARBITRATION

It is hereby agreed that any dispute or controversy in connection with this
Agreement, including its interpretation, will be conclusively settled by
submission to arbitration (the "Arbitration") in accordance with the rules of
arbitration of the Arbitration Act (Ontario) as amended from time to time. The
Arbitration will be conducted before a single arbitrator mutually agreeable to
the parties (the "Arbitrator"). Each party will be responsible for their own
legal costs incurred at the Arbitration. The cost of the Arbitrator will be
shared subject to Geac's agreement to reimburse you for your share of the
Arbitrator's costs in the event you are largely successful at the Arbitration.


                                       5

NOTICES

Any notice requited or permitted hereunder shall be deemed to be delivered on
the date of actual delivery, if delivered personally, or on the date four days
after mailing, if delivered by registered mail. In the case of postal
disruption, delivery shall be made by way of personal delivery.

LEGAL COSTS

Geac shall pay, or at your option, shall reimburse you for, the reasonable legal
fees and disbursements incurred by you in connection with the drafting and
negotiation of this Agreement.

ENTIRE AGREEMENT

This Agreement contains the entire agreement between us with respect to the
subject matter hereof. Any and all other oral or written representations,
agreements, arrangements or understandings between us are hereby terminated.

We trust that the above will be acceptable to you and we ask that you indicate
your acceptance of this offer by signing the enclosed copy of this letter.

Paul, we look forward to welcoming you to the Geac team.

Sincerely,

GEAC COMPUTER CORPORATION LIMITED

         "Charles Jones"

By:
         -----------------------------------
         Charles S. Jones
         Chairman of the Board

ACCEPTED:

         "Paul Birch"
         -----------------------------------
         Paul D. Birch                            Date:  August 2, 2001





                                  SCHEDULE "A"

                                EBITDA Definition

With respect to Geac Computer Corporation and its subsidiaries for any fiscal
period, an amount equal to:

(a)      Consolidated Net Income for such period plus;

(b)      To the extent deducted in the calculation of Consolidated Net Income
         and without duplication;

         (i)      depreciation and amortization for such period,

         (ii)     other non-cash charges for such period,

         (iii)    income tax expense for such period,

         (iv)     Consolidated Total Interest Income/Expense for such period,

         (v)      the aggregate amount of one time non-recurring
                  expenses and/or charges or gains in the disposition
                  of businesses taken by Geac Computer Corporation and
                  its subsidiaries in the fiscal year ending April 30,
                  2002, all of the above relating to the restructuring
                  of the business.





                                  SCHEDULE "B"

"Change in Control" means the occurrence of one or more of the following events:

1.       The sale, lease or transfer, in one or a series of related
         transactions, of all or substantially all of Geac's assets considered
         on a consolidated basis to any person or company or combination of
         persons or companies;

2.       The adoption of a plan relating to the liquidation or dissolution of
         Geac;

3.       The acquisition by any person or company or combination of persons or
         companies acting jointly or in concert of a direct or indirect interest
         in more than 50 percent of the ownership of Geac or the voting power of
         the voting shares of Geac by way of a purchase, merger or consolidation
         or otherwise (other than a creation of a holding company that does not
         involve a change in the beneficial ownership of Geac as a result of
         such transaction);

4.       The amalgamation, merger or consolidation of Geac with or into another
         corporation or the amalgamation or merger of another corporation into
         Geac with the effect that immediately after such transaction the
         shareholders of Geac immediately prior to such transaction hold less
         than 50 percent of the total voting power of all securities generally
         entitled to vote in the election of directors, managers or trustees of
         the person surviving such amalgamation, merger or consolidation; or

5.       During any period of two consecutive years, individuals who at the
         beginning of such period constitute the entire Board of Directors of
         Geac shall cease for any reason to constitute a majority thereof unless
         the election, or the nomination for election by Geac's stockholders, of
         each new director was approved by a vote of at least two-thirds of the
         directors then still in office who were directors at the beginning of
         such period or who, themselves, were approved during such period by the
         requisite two thirds vote specified above.

"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by you during the 90-day period immediately following the
date on which you become aware of such circumstances:

1.       Any change to your employment conditions with Geac or GES which would
         significantly reduce the nature or status of your responsibilities;

2.       A reduction by Geac or GES in your annual compensation as of the date
         of the Change in Control;

3.       The failure by Geac or GES to continue in effect for your benefit any
         perquisites or participation in any employee benefit plan to which
         other employees of Geac or GES are entitled, to the same extent to
         which any other employees enjoy such benefits.

4.       Any other change which would constitute "constructive dismissal" under
         applicable law; or


                                       2

5.       Any change in the location of the principal office of Geac or GES
         which causes you to substantially increase your travel time or
         relocate.






                                  SCHEDULE "C"

     Agreement Respecting Confidentiality, Exclusivity and Non Solicitation

1.       CONFIDENTIAL INFORMATION

"Confidential Information" means information disclosed to me or acquired by me
as a result of my employment with Geac and GES and includes but is not limited
to information relating to Geac and GES's products or developments of new or
improved products, marketing strategy, sales or business plans, the names and
information about Geac and GES's past, present and prospective customers (to
whom Geac and GES has made a proposal during the course of my employment) and
clients, trade secrets and any other information which is not in the public
domain and which information can be reasonably deemed confidential information
whether or not such information is explicitly identified as being confidential.
"Confidential Information" shall not include:

         (a)      Information that was known by me at the time it was disclosed
                  to me by Geac and GES or was acquired by me; or

         (b)      Information that is or becomes publicly known or otherwise
                  entered the public domain through no wrongful act of mine; or

         (c)      Information that is received by me from a third party which
                  has no obligation to maintain it in confidence; or

         (d)      Information that is developed independently by me without use
                  of any Confidential Information.

2.       USE AND DISCLOSURE

While employed by Geac and GES and following the termination of my employment, I
shall not, directly or indirectly, in any way use or disclose to any person any
Confidential Information. I agree and acknowledge that Confidential Information
of Geac and GES is the exclusive property of Geac and GES and I shall hold all
such Confidential Information in trust for Geac and GES. I confirm and
acknowledge my fiduciary duty to use my best efforts to protect Confidential
Information; not to misuse such information; and to protect such Confidential
Information from any misuse, misappropriation, harm, or interference by others
in any manner whatsoever.

3.       GEAC AND GES  PROPERTY

Upon ceasing employment with Geac and GES, I will immediately turn over to Geac
and GES all property then in my possession or under my control belonging to Geac
and GES, or any past, present or prospective customer, client, supplier or
business partner of Geac and GES.

4.       EXCLUSIVITY AND DEDICATION

During the period of my employment with Geac and GES:


                                       2

         (a)      I shall devote my entire working time during the regular
                  business hours assigned to my position with attention to such
                  duties as may be assigned to me by Geac and GES. During such
                  time I shall faithfully and diligently serve and endeavour to
                  further the interests of Geac and GES;

         (b)      I agree that I shall not engage in or become connected with:

                  (i)      any other business during my regular business hours
                           at Geac and GES; or

                  (ii)     any business which is in competition with Geac and
                           GES at any time.

5.       CONFLICTS

My employment with Geac and GES does not now and shall not in the future
conflict with any obligations or interests that I have with any other person,
business, organization or former employer. I agree to notify Geac and GES in
writing immediately upon having any knowledge to the contrary of any conflict or
potential conflict.

6.       NON-SOLICITATION OF CUSTOMERS

I agree that during the term of this Agreement and for a period of 1 year
immediately following the termination of my employment with Geac and GES, I
shall not, on my own behalf or on behalf of any person, firm, partnership,
association, corporation or business organization, entity or enterprise,
directly or indirectly, solicit, contact, call upon, communicate or attempt to
communicate with any customer or prospective customer of Geac and GES or any
representative of any customer or prospective customer of Geac and GES, with a
view to the sale or provision of any deliverable or service competitive or
potentially competitive with any deliverable or service sold or provided or
under development by Geac and GES during the 1 year immediately preceding the
effective date of the termination of my employment.

7.       NON-SOLICITATION OF EMPLOYEES

I agree that while I am employed by Geac and GES, and for a period of 1 year
following the termination of my employment with Geac and GES, I shall not
directly or indirectly, solicit, induce or attempt to induce any Geac and GES
employee into leaving the Company's employment, nor shall I directly or
indirectly participate in any organization's recruitment or hiring of Geac and
GES employees.

8.       TERM

This Agreement shall become effective when signed and shall terminate upon the
termination of my employment with Geac and GES, except that paragraphs 1, 2, 3,
6 and 7 shall survive such termination.


                                       3

9.       SEVERABILITY

I acknowledge that each paragraph of this Agreement is separate from each other
paragraph of this Agreement and if any one paragraph is found to be invalid, it
shall not invalidate the remainder of this Agreement.

10.      JURISDICTION

This Agreement shall be interpreted in accordance with the laws of the
jurisdiction in which it is signed.

11.      INDEPENDENT LEGAL ADVICE

I acknowledge I have read and understood this Agreement and have had the
opportunity to obtain independent legal advice prior to the execution of this
Agreement. In the event that I did not obtain such advice, I shall not use the
absence of such advice in an attempt to obviate, alter, sever or otherwise
terminate this Agreement or any part thereof.

12.      ENTIRE AGREEMENT

This Agreement shall supersede any previous confidentiality agreement or similar
understanding which I may have had with Geac and GES. Any amendments to this
Agreement must be made in writing and signed by both Geac and GES and me.

DATED at Carlisle, this 2nd day of August, 2001.


"PAUL BIRCH"
- -----------------------------------      ---------------------------------------
Paul D. Birch                            Witness


P BIRCH
- -----------------------------------      ---------------------------------------
(Print)                                  (Print)

EX-10.16

                                                                   EXHIBIT 10.16


GEAC
Geac Computer Corporation Limited                                  July 10, 2001
4100 Yonge Street, Suite 601
Toronto, Ontario M2P 2G2
Tel:     (416) 642-1960
Fax:     (416) 642-1961

Mr. Paul D. Birch
565 Westford Street
Carlisle, Massachusetts 01741

                                           RE: AMENDMENT TO EMPLOYMENT AGREEMENT
                                           -------------------------------------
Dear Paul:

Reference is made to your employment agreements (the "Agreements") with Geac
Computer Corporation Limited ("GEAC") and Geac Computers Inc. ("GEC"), each
effective this day. Capitalized terms used, but not otherwise defined, herein
have the meanings give them in the Agreements. This letter will amend the
Agreements, and GEAC and GEC agree with you, as follows:

If, within the first twelve months of your employment with GEAC and GEC, there
is a Change in Control which is not approved by vote of the Board of Directors
of GEAC in which a Continuing Majority (as hereinafter defined) has joined and
concurred, then you shall automatically be entitled to all rights, payments and
benefits described in the sections of the Agreements entitled "Change of Control
and Change Affecting Your Employment" even though no Change Affecting Your
Employment has occurred or shall occur. As used herein, the term "Continuing
Majority will mean a majority of (a) the current directors of GEAC and (b) new
directors of GEAC who have been approved by two-thirds of such current directors
and persons who themselves received the requisite two-thirds vote described in
this sentence.

In all other respects, the Agreements shall hereafter remain in full force and
effect in accordance with their respective terms.

If this letter accurately sets forth your agreement with GEAC and GEC, please
sign a counterpart of this letter and return it to the undersigned. Upon your
signature, this letter will be a binding agreement under seal between you and
GEAC and GEC, enforceable in accordance with its terms.

                                         Sincerely,

                                         Geac Computer Corporation Limited

                                             "Charles Jones"
                                         By: ______________________________
                                             Charles S. Jones, Chairman of GEAC

ACCEPTED AND AGREED TO:                  Geac Computers Inc.

"Paul Birch"                                 [illegible]
______________________________           By: ______________________________
Paul D. Birch

EX-10.17

                                                                   Exhibit 10.17


GEAC


Geac Computer Corporation Limited
4100 Yonge Street, Suite 601
Toronto, Ontario
M2P 2G2
Tel: (416) 642-1960
Fax: (416) 642-1961


April 27, 2001

Arthur Gitajn
69 Woodycrest Avenue
Toronto, Ontario
M4J 3A8

Dear Arthur:

This confirms your appointment to the position of Vice President, Controller,
Geac Computer Corporation Limited, effective May 22, 2001. Set out below are the
terms of your employment.

You shall serve Geac faithfully to the best of your ability and shall,
throughout the term of your employment devote your full working time and
attention to the business and affairs of Geac and shall use your best efforts to
maintain and advance that business.

DETAILS OF YOUR REMUNERATION

COMPENSATION:

1.   BASE SALARY:        Your annual base salary will be $225,000, which will be
                         paid semi-monthly by direct bank deposit. Your
                         performance will be reviewed annually in accordance
                         with Geac's company wide Annual Review Policy.

2.   INCENTIVE:          You will be eligible for a target annual bonus of 35%
                         of base salary based on performance.

3.   CAR ALLOWANCE:      $640.00 per month

BENEFITS:

1.   VACATION:           You will be entitled to four (4) weeks vacation each
                         fiscal year. Your vacation is to be taken in accordance
                         with Geac's Vacation Policy.

                                      -2-


2.   OTHER BENEFITS:     You will continue to be eligible to enrol in all of
                         Geac's standard employee benefit plans.


STOCK OPTIONS

You will be eligible for stock option awards in accordance with Geac's Stock
Option Plan. The amount and timing of such awards will be based upon your
performance and expected contribution, subject to the approval of the Board of
Directors.

PROPERTY OF GEAC

All equipment, material, written correspondence, memoranda, communication,
reports, or other document pertaining to the business of Geac used or produced
by you in connection with your employment, or in your possession or under your
control, shall at all times remain the property of Geac. You shall return all
property of Geac in your possession or under your control, in good condition and
within one week of a demand by Geac, or within one week of the termination of
your employment.

NON-DISCLOSURE

You shall not, at any time after the date of this Agreement, divulge or
communicate to any person any confidential information concerning the business
and affairs of Geac acquired in the course of your employment, except if
required to do so by your duties, Geac, or the process of law. Your obligation
not to disclose confidential information shall survive the termination of your
employment.

TERMINATION

If you are guilty of any conduct constituting just cause for dismissal, Geac may
terminate your employment by providing you with written notice of termination
and your employment and your rights under this Agreement shall terminate on the
day the notice is delivered to you.

Geac may terminate your employment for any reason other than cause at any time
by providing you with written notice of termination, specifying the date of
termination ("Termination Date"). If terminated without cause during the three
years of employment following the date of this letter, Geac shall continue to
pay you your salary for a period ending of the earlier of nine (9) months after
the termination date or the date you commence other employment. Stock options
will vest if the vesting date falls prior to the termination date or during the
period deemed to be continuation of employment as calculated by the duration of
continuation of salary.

If Geac should terminate your employment before 30 August 2002 for any reason
other than cause, you will be reimbursed for reasonable relocation expenses in
accordance with Company policy for you and your family to return to the United
States.

                                      -3-



In the event of a Change in Control and either a Change Affecting Your
Employment within 12 months of a Change in Control or the termination of your
employment for reasons other than cause with 12 months of a Change in Control,
you will immediately receive a lump sum payment equal to 125% of your aggregate
annual compensation (measured by reference to then current annual salary, the
current annual car allowance payments and bonus, which shall be the greater of
the actual bonus amount paid to you for the immediately preceding fiscal year or
the amount of the targeted bonus for the current fiscal year). You will also be
paid, credited or reimbursed as the case may be for all unpaid salary (including
credit for any vacation earned but not taken), all unpaid bonuses and expenses
incurred up to the date of termination. You will also be provided with company
medical and dental benefits for the 15 month period following the date of
termination or until such time as you find alternative employment. For the
purposes of this paragraph, "Change of Control" and "Change Affecting Your
Employment" are defined as set out in Schedule A.

If you resign or leave Geac's employ, all vesting of shares ceases and there
would be no bonus or severance.

NOTICES

Any notice required or permitted hereunder shall be deemed to be delivered on
the date of actual delivery, if delivered personally, or on the date four days
after mailing, if delivered by registered mail. In the case of postal
disruption, delivery shall be made by way of personal delivery.

This Agreement contains the entire understanding between us. Any and all other
oral or written representations, agreements, arrangements or understandings
between us are hereby terminated.

Please indicate your acceptance of this offer by signing the enclosed copy of
this letter and returning it to my attention.

Sincerely,

"John E. Caldwell"

John E. Caldwell
President and Chief Executive Officer

ACCEPTED:


"Arthur Gitajn"                                         27 April 2001
- ---------------------------                       ----------------------------
Arthur Gitajn                                     Date



                                  SCHEDULE "A"


"Change in Control" means the occurrence of one or more of the following events:

1.   The sale, lease or transfer, in one or a series of related transactions, of
     all or substantially all of the Company's assets to any person or company
     or combination of persons or companies other than to a wholly owned
     subsidiary of Geac;

2.   The adoption of a plan relating to the liquidation or dissolution of Geac;

3.   The acquisition by any person or company or combination of persons or
     companies acting jointly or in concert of a direct or indirect interest in
     more than 50 percent of the ownership of Geac or the voting power of the
     voting shares of Geac by way of a purchase, merger or consolidation or
     otherwise (other than a creation of a holding company that does not involve
     a change in the beneficial ownership of Geac as a result of such
     transaction); or

4.   The amalgamation, merger or consolidation of Geac with or into another
     corporation or the amalgamation or merger of another corporation into Geac
     with the effect that immediately after such transaction the shareholders of
     Geac immediately prior to such transaction hold less than 50 percent of the
     total voting power of all securities generally entitled to vote in the
     election of directors, managers or trustees of the person surviving such
     amalgamation, merger or consolidation.

"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by the Executive during the 90 day period immediately
following the date on which the Executive becomes aware of such circumstances:

1.   Any change to the Executive's employment conditions which would
     significantly reduce the nature or status of the Executive's
     responsibilities;

2.   A reduction by the Company in the Executive's annual compensation as of the
     date of the Change in Control;

3.   The failure by the Company to continue in effect for the Executive's
     benefit any perquisites or participation in any employee benefit plan to
     which other employees of the Company are entitled, to the same extent to
     which any other employees enjoy such benefits; or

4.   Any other change which would constitute "constructive dismissal" under
     applicable law.

EX-10.18

                                                                  Exhibit 10.18


      AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN GEAC AND ARTHUR GITAJN

                                                                 January 3, 2002

Paul,

As a follow up to our telephone conversation on December 20, this is my
understanding of the agreed upon terms of my comp plan. Please review at your
earliest convenience and reply OK to confirm. Thanks.

- -    BASE SALARY: US$91,667 and CA$137,500 from 01-Nov-01 to 30-Apr-01 and
     US$100,000 and CA$150,000 effective 01-May-02.

- -    BONUS.

     -    On plan bonus for the first half of FY 2002, if consolidated EBITDA
          of CA$240,000 times 6/12. If consolidated EBITDA is 90% of budgeted
          EBITDA, then a bonus equal to 50% of the on plan bonus will be paid,
          with graduated bonus pay outs for EBITDA performance between 90% and
          100% of budgeted EBITDA (i.e., at 91% of budgeted EBITDA, 55% of on
          plan bonus; at 92%, 60%; etc.). If consolidated EBITDA is 115% or
          more of budgeted EBITDA, then a bonus equal to 250% of the on plan
          bonus will be paid with graduated bonus pay outs for EBITDA
          performance between 100% and 115% of budgeted EBITDA (i.e., at 101%
          of budgeted EBITDA, 110% of on plan bonus;   at 102%, 120%; at 105%,
          150%; at 110%, 200%; and so forth).

     -    On plan bonus for the second half of FY 2002, if consolidated
          EBITDA for the year ending 30-Apr-02 equals budgeted EBITDA, equal to
          the sum of 80% of US$91,667 times 6/12 and 80% of CA$137,500 times
          6/12. If consolidated EBITDA is 90% of budgeted EBITDA, then a bonus
          equal to 50% of the on plan bonus will be paid, with graduated bonus
          pay outs for EBITDA performance between 90% and 100% of budgeted
          EBITDA as above. If consolidated EBITDA is 115% or more of budgeted
          EBITDA, then a bonus equal to 250% of the on plan bonus will be paid
          with graduated bonus pay outs for EBITDA performance between 100% and
          115% of budgeted EBITDA.

- -    CAR ALLOWANCE: CA$640 per month as per current agreement.

- -    VACATION. Four weeks per year as per current agreement, increasing in
     accordance with Geac policy.

- -    TAX AND FINANCIAL PLANNING REIMBURSEMENT. Reimbursement of up to CA$5,000
     in any 12-month period.

- -    STOCK OPTIONS. 100,000 options, with the first 25,000 vesting 01-Nov-02,
     the second 25,000 vesting 01-Nov-03, the third 25,000 vesting 01-Nov-04,
     and the fourth 25,000 vesting 01-Nov-05, subject to comp committee
     approval.

- -    SEVERANCE.

     -    In the event of a "change in control" or "change affecting your
          employment" within 12 months of a change in control, lump sum equal to
          125% of aggregate annual


                                       2


          compensation (then current annual salary, car allowance, and greater
          of actual or target bonus) as per current agreement. (Include also
          current agreement language re unused vacation and medical and dental
          benefits for 15 months.)

     -    For any reason other than cause or change of control, lump sum equal
          to 100% of aggregate annual compensation (then current annual salary,
          car allowance, and greater of actual or target bonus). Medical and
          dental benefits for 12 months. [Subject to getting board approval.]

     -    In addition, if terminated before 30-Aug-03 for any reason other than
          cause, reimbursement for relocation to the U.S. in accordance with
          Company policy (one year extension on current agreement).





                                                                         OK "PB"
                                                                         -------

EX-10.19

                                                                   Exhibit 10.19

                                                   Geac Enterprise Solutions
                                                   66 Perimeter Center East
GEAC                                               Atlanta, GA 30346-1805 USA
                                                   Tel: 404.239.2000
  ENTERPRISE SOLUTIONS                             www.geac.com

October 25, 2002

Mr. Jim McDevitt
10295 Groomsbridge Road
Alpharetta, GA  30022

Dear Jim:

Geac Computers, Inc. is pleased to confirm your offer for the position of Vice
President and General Manager of the Industry Specific Application Division.
This responsibility will include five business units: Interealty, Property
Management (AMSI), Construction (AEC), Public Safety, and Restaurants. This
position will report to SVP, President of Geac Americas, and will be effective
on or before December 16, 2002. This letter outlines the terms and conditions of
your employment

1. Annual Salary:          $240,000 per annum, which will be paid semi-monthly
                           by direct bank deposit. Your performance will be
                           reviewed in accordance with Geac's Company Wide
                           Annual Review Policy, which shall not result in any
                           decrease in Annual Salary.

2. Incentive               You will be eligible to participate in the Geac FY03
   Compensation:           Bonus Plan. Your FY03 bonus target amount will be
                           $120,000. For the remainder of FY03, you will be
                           eligible for a prorated bonus calculated from your
                           first day of employment. DETAILS OF YOUR BONUS PLAN
                           WILL BE PROVIDED UNDER SEPARATE COVER.

3. Benefits:               Your standard benefits plan will begin the first day
                           of the month following your date of hire.

4. Vacation:               You will be entitled to three (3) weeks paid vacation
                           each year increasing according to Geac's Vacation
                           Policy.

5. Stock Options:          Upon Board approval, Geac Computer Corporation
                           Limited ("GCCL") shall grant you 100,000 options of
                           common shares of GCCL at the time of employment.
                           These Options are granted subject to GCCL's Stock
                           Option Plan VI. Options will vest over a four (4)
                           year period. Strike price will be set by the Board of
                           Directors after your employment begins.

                                      -2-

6. Voluntary               If you wish to resign voluntarily you shall provide
   Resignation:            Geac with at least 30 days prior written notice,
                           which shall set out a proposed date of resignation.
                           Geac may elect to require you to remain in its
                           employment for all or part of the notice period, or
                           may require that you resign immediately. Upon the
                           date of your resignation, Geac shall pay you all
                           unpaid salary and shall pay any unpaid bonus provided
                           that the conditions for payment of the bonus have
                           been met. Upon the date of your resignation the
                           vesting of options shall cease and you will have no
                           entitlement to pay or benefits beyond the date of
                           resignation.

7. Termination for         If you are guilty of any conduct constituting cause
   Cause:                  for dismissal, Geac may terminate your employment by
                           providing you with written notice of termination and
                           your employment and your rights under this Agreement
                           shall terminate on the day the notice is delivered to
                           you. Upon termination for Cause you shall be paid all
                           unpaid salary owing to you and the vesting of Options
                           shall cease. You will have no entitlement to pay or
                           benefits beyond the date of termination.

                           As used herein, the term "cause" shall mean (a) your
                           material failure to substantially perform your duties
                           with Geac (other than any such failure resulting from
                           your incapacity due to physical or mental illness, or
                           your death) that continues for more than 30 days
                           after a written demand for substantial performance is
                           delivered to you by your manager, which demand
                           specifically identifies the manner in which your
                           manager believes that you have not substantially
                           performed your duties, (b) the willful engaging by
                           you in conduct which is materially injurious to Geac,
                           monetarily or otherwise, (c) your conviction of any
                           crime, other than routine traffic violations, or (d)
                           your engaging in any business which materially
                           competes with any material business of Geac.

8. Termination for Other   Geac shall have the right to terminate your
   Than Cause:             employment at any time for any reason other than
                           cause. In such event, you shall be entitled to
                           receive severance in accordance with Geac's
                           then-current policy, subject to a minimum of six
                           month's salary continuation (subject to standard
                           deductions).

The financial terms set forth above, like any compensation related matters, are
confidential and should only be discussed with your manager or with a
representative of the Human Resources Department.

                                      -3-

To ensure complete understanding before employment, and the best relationship
during employment, we would like to point out that this letter constitutes our
entire offer of employment, and that there are no promises nor conditions
implied or expressed that are not contained within this letter. We wish to
further advise you that any statements of earnings in this letter do not
guarantee, nor should be construed to guarantee employment, or any period of
employment.

We trust that the above will be acceptable to you and ask that you indicate your
acceptance by returning the original copy of this letter by October 31, 2002 to
the following address:

                              Geac Computers, Inc.
                              66 Perimeter Center East
                              Atlanta, GA 30346
                              Attn: Cindy Davis

This offer is conditional upon you signing a copy of the enclosed
Confidentiality Agreement (appendix "A") and providing satisfactory proof of
eligibility for employment in the United States.

Jim, if you need further assistance please feel free to contact Cindy Davis,
Vice President Human Resources, at 404-239-3241. We look forward to welcoming
you to the Geac team and working with you during your employment with us.

Sincerely,

"James M. Travers"

James M. Travers
SVP, President Geac Americas

ACCEPTED:

"Jim McDevitt"                            11/19/02
- ---------------------------               ---------------------------
Jim McDevitt                              Date

                                    EXHIBIT A

                       EMPLOYEE CONFIDENTIALITY AGREEMENT

                                  Jim McDevitt

         AS Geac Computer Corporation Limited, or a subsidiary or affiliate,
desires to retain my services as set out in a letter of employment; and

         FURTHERMORE, as Geac in the nature of its business desires to protect
aspects of its business containing confidential information or trade secrets;

         NOW, in consideration of my employment by Geac I agree as follows:

1.       DEFINITIONS

(a)      "CONFIDENTIAL INFORMATION" means information disclosed to me or
acquired by me as a result of my employment with Geac and includes but is not
limited to proprietary rights, information relating to Geac's products or
developments of new or improved products, marketing strategy, sales or business
plans, the names and information about Geac's past, present and prospective
customers (to whom Geac has made a proposal to during the course of my
employment) and clients trade secrets and any other information which is not in
the public domain and which information can be reasonably deemed as confidential
information whether or not such information is explicitly identified as being
confidential.

(b)      "PROPRIETARY RIGHTS" means the computer programs, system documentation,
drawings, schematics, hardware and other such materials developed by Geac or
made available to Geac by the licensors in accordance with the proprietary
rights of such licensors. For the purposes of this Agreement, proprietary
information of Geac shall include proprietary or confidential information of
Geac, or its customers, partners, joint venturers, licensors or other business
associates including, but not limited to information relating to inventions,
apparatus, processes, procedures, products, prices, research, costs, business
affairs, future plans, ideas, technical data and raw data from field or
laboratory tests or evaluation thereof.

2.       USE AND DISCLOSURE

While employed by Geac and for a period of five (5) years thereafter (the
"Confidentiality Period"), I shall not, directly or indirectly, in any way use
or disclosure to any person any Confidential Information, except where
authorized and required to do so for the performance of my employment; provided
that for any such Confidential Information constituting a trade secret, the
Confidentiality Period shall extend for so long as the particular Confidential
Information remains a trade secret under applicable law. I agree and acknowledge
that Confidential Information of Geac is the exclusive property of Geac and I
shall hold all such Confidential Information in trust for Geac. I confirm and
acknowledge my fiduciary duty to use my best efforts to protect Confidential
Information; not to misuse such Information; and to protect such Confidential
Information from any misuse, misappropriation, harm, or interference by others
in any manner whatsoever.

3.       EXCLUSIVITY AND DEDICATION

During the period of my employment with Geac, I shall devote my entire working
time during the regular business hours assigned to my position with attention to
such duties as may be assigned to me by Geac.

                                      -2-



During such time I shall faithfully and diligently serve and endeavour to
further the interests of Geac. I agree that I shall not engage in or become
connected with: (i) any other business during my regular business hours at Geac;
or (ii) any business which is in competition with Geac at any time.

4.       INVENTIONS BELONGING TO GEAC

Geac is actively engaged in research and development, and I may be requested to
make inventions and/or enhancements to products owned by Geac. I recognize that
Geac has a proprietary interest in any inventions or enhancements that I may
make during my employment, whether made during or after regular business hours,
and whether made with Geac's, my own or anyone else's materials and/or
equipment, if such inventions or enhancements may reasonably be regarded as:

(a) relating directly to the business of Geac (to the extent that I may
reasonably be aware of same) at the time the development of the invention of
enhancement; or (b) derived from confidential or proprietary information of Geac
obtained by me in the course of my employment. Such inventions or enhancements
are referred to herein as "Geac Inventions".

5.       ASSIGNMENT OF INTEREST IN INVENTIONS

I hereby irrevocably assign and agree to assign, all my interest, if any,
together with all moral rights, if any, in all Geac Inventions to Geac or its
nominee. This obligation shall continue beyond the termination of my employment
and shall continue to be binding upon my heirs, assigns, executors,
administrators and/or other legal representatives.

6.       REGISTRATION OF OWNERSHIP RIGHTS

Promptly upon making any Geac Inventions, I shall fully disclose it to Geac and
shall, if requested, assist Geac in preparing any copyright registration, patent
application or design registration application which Geac may choose to file.
Upon request, I agree to execute without further consideration such further
documents as may reasonably be required to obtain letter patent or design
registrations in any country for any Geac Inventions and vest the same in Geac.

7.       ASSISTANCE TO PROTECT GEAC'S PROPRIETARY RIGHTS

Both during and subsequent to my employment by Geac and where reasonably
practicable I agree to generally do everything reasonably necessary or desirable
to assist Geac in obtaining and enforcing proper protection of the Geac
inventions.

8.       CONFLICTS

My employment with Geac and my execution of this Agreement is not in conflict
with any obligations that I have at present with any other person, business,
organization or former employer. I agree to notify Geac in writing upon having
knowledge of, or before performing or causing to be performed any work for or on
behalf of Geac which appears to or may potentially be in conflict with (a)
rights claimed by me in any invention or idea conceived by me prior to my
employment; or (b) rights of others arising out of obligations incurred by me
prior to entering into this Agreement.

In the event that I should fail to give Geac notice of any such conflict of
which I am aware, I agree that Geac may deem that no such conflict exists. By
such inaction I will thereby waive any claim which I may have against Geac with
respect to the use of any such invention or idea.

                                      -3-


9.       RETURN OF PROPERTY

Upon ceasing employment with Geac, or earlier if required by Geac, I agree to
promptly deliver to Geac all property, including but not limited to,
correspondence, blueprints, letters, drawings, schematics, manuals, notes,
notebooks, reports, flowcharts, progress reports, proposals, records, data,
sketches, drawings, memorandum, models, samples, equipment, customer lists,
price lists, product specifications, laboratory or field test results or any
other property pertaining to my employment by Geac and belonging to Geac, its
customers, partners, joint ventures, suppliers, or other business associates.

10.      REIMBURSMENT

All pre-approved costs and expenses incurred by me in fulfilling paragraphs 5,
6, and 7 during my employment by Geac shall be reimbursed to me by Geac. If
after my termination of employment with Geac, it requests my assistance with
regard to the issues referred to in such paragraphs, Geac will pay all
pre-approved costs and expenses as well as reasonable compensation for my time
expended in the performance of these obligations.

11.      PRESENTATIONS AND PUBLICATIONS

I am required to obtain the written consent of an officer of Geac in advance of
presentation or publication of any speech, paper or article authored by me,
either alone or jointly with others, which in any way refers to my employment
with Geac in any manner or relates to any confidential or proprietary matter
related thereto, unless such presentation or publication was at the direction or
request of Geac.

12.      NON-SOLICITATION OF CUSTOMERS

I agree that during the term of this Agreement and for a period of one (1) year
immediately following the termination of my employment with Geac, I shall not,
on my own behalf or on behalf of any person, firm, partnership, association,
corporation or business organization, entity or enterprise, directly or
indirectly, solicit, contact, call upon, communicate or attempt to communicate
with any customer or prospective customer of Geac or any representative of any
customer or prospective Customer of Geac, with a view to the sale or provision
of any deliverable or service competitive or potentially competitive with any
deliverable or service sold or provided or under development by Geac during the
one (1) year immediate preceding the effect date of the termination of my
employment; provided, however, that this restriction shall apply only to
customers or prospective customers of Geac for whom I have performed, or
proposed to perform, the same or similar kinds of deliverables or services on
behalf of Geac during such one (1) year period.

13.      NON-SOLICITATION OF EMPLOYEES

I agree that while I am employed by Geac, and for a period of one (1) year
following the termination of my employment with Geac, I shall not directly or
indirectly, solicit, induce or attempt to induce any Geac employee into leaving
the Company's employment, nor shall I directly or indirectly participate in any
employer's or agencies recruitment or hiring of Geac employees.

14.      TERM

This agreement shall become effective when signed and shall terminate upon the
termination of my employment with Geac, except that paragraphs 2, 4, 5, 6, 7,
10, 12 and 13 shall survive such termination.

                                      -4-

15.      SEVERABILITY

I acknowledge that each paragraph of this Agreement is separate from each other
paragraph of this Agreement and if any one paragraph is found to be invalid, it
shall not invalidate the remainder of this Agreement.

16.      JURISDICTION

This Agreement shall be interpreted in accordance with the laws of the
jurisdiction in which it is signed.

17.      INDEPENDENT LEGAL ADVICE

I acknowledge I have read and understood this Agreement and have had the
opportunity to obtain independent legal advice prior to the execution of this
Agreement. In the event that I did not obtain such advice, it shall not be used
by me in an attempt to obviate, alter, sever or otherwise terminate this
Agreement or any part thereof.

18.      ENTIRE AGREEMENT

This Agreement shall supersede any previous confidentiality agreement or similar
understanding which I may have had with Geac. Any amendments to this Agreement
must be made in writing and signed by both Geac and me.

DATED AT  /GEAC-ATLANTA/ this /16th/ day of  /December/, 20/02/
          --------------      ------         ----------    ----


/s/ Jim McDevitt
- --------------------------------------

Jim McDevitt
- --------------------------------------
(Print)

EX-10.20

                                                                   EXHIBIT 10.20

November 25, 2002

Mr. Timothy Wright
55B Handcock Street
Lexington, MA  02173

Dear Timothy:

This letter will confirm the terms of your employment by Geac Computers, Inc.
("GEC") and your work as Sr. VP and Chief Technology Officer of Geac Computer
Corporation Limited ("Geac") effective January 2, 2003.

You shall serve faithfully to the best of your ability and shall throughout the
term of your assignment devote your full working time and attention to the
business and affairs of GEC and Geac and shall use your best efforts to maintain
and advance that business.

It is understood that you are not being offered employment for a definite period
of time and that either you or GEC may terminate the employment relationship at
any time and for any reason without prior notice and, except in the
circumstances and to the extent expressly set forth below, without additional
compensation to you.

REPORTING OBLIGATION

As Chief Technology Officer, you will report to the President and Chief
Executive Officer of Geac.

DETAILS OF YOUR REMUNERATION

1.       BASE SALARY:

Annual base salary of US$250,000 per annum, subject to annual review. This will
be paid in semi-monthly installments subject to all proper withholding taxes and
any deductions attributable to your required or elective contributions to the
benefits provided by GEC, including the benefits referred to in Section 3 of
this letter.

2.       BONUS:

You will be eligible to participate in the Geac FY03 Bonus Plan. Your FY03 bonus
target amount will be US$150,000, split 50% to company performance and 50% to
the achievement of functional objectives or MBO's. Both company performance,
including revenue and EBIT performance, and functional objectives are tied to
the Geac approved Board of Directors plan. "EBIT" is defined in Schedule "A".

For the remainder of FY03 (based upon your start date of January 2, 2003), you
will be eligible for a prorated bonus in the amount of US$50,000. Bonus target
amounts for FY04 and beyond

                                       2

will be reviewed and set at least annually, but the bonus target amount will not
decrease below US$150,000.

3.       GROUP BENEFITS:

You will be entitled to receive and participate in all of Geac's U.S. standard
employee benefit plans. All such benefits will be provided to you by a provider
or providers in the United States.

4.       VACATION:

During each year of your employment with GEC you will be entitled to 4 weeks
paid vacation to be taken at mutually agreeable times.

STOCK OPTIONS

On January 2, 2003, you have been granted options ("Options") to purchase 300
thousand (300,000) common shares of Geac with an exercise price that will be set
on January 2, 2003. These Options are granted subject to Geac's Stock Option
Plan VI (the "Plan"). Upon receipt of regulatory approval, Geac may transfer all
or some of the Options out of the Plan and list the common shares underlying
such transferred Options. In such event, transferred Options will continue to be
governed by the terms of the Plan. The options shall have an "Option Period" for
purposes of the Plan of ten years from the date of grant. Options will vest
equally over a four year period, commencing December 1, 2003.

VOLUNTARY RESIGNATION

If you wish to resign voluntarily you shall provide GEC and Geac with at least
30 days prior written notice, which shall set out a proposed date of
resignation. GEC may elect to require you to remain in its employment for all or
part of the notice period, or may require that you resign immediately. Upon the
date of your resignation, GEC shall pay you all unpaid salary and shall pay any
unpaid bonus provided that the conditions for payment of the bonus have been
met. Upon the date of your resignation the vesting of Options shall cease and
you will have no entitlement to pay or benefits beyond the date of resignation.
This paragraph shall be subject to, and shall not apply in the case of
resignation following a Change in Control described in the paragraphs hereafter
set forth concerning a Change in Control.

TERMINATION FOR CAUSE

If you have engaged in any conduct constituting Just Cause (as hereinafter
defined) for dismissal, GEC may terminate your employment by providing you with
written notice of termination and your employment and your rights under this
Agreement shall terminate on the day the notice is delivered to you. Upon
termination for Just Cause you shall be paid all unpaid salary owing to you, the
vesting of Options shall cease and the Options shall terminate forthwith. You
will have no entitlement to pay or benefits beyond the date of termination.

As used in this Agreement, the term "Just Cause" shall mean (a) your material
failure to substantially perform your duties with GEC or Geac (other than any
such failure resulting from

                                       3

your incapacity due to physical or mental illness) that continues for more than
30 days after a written demand for substantial performance is delivered to you
by the Chief Executive Officer of GEC or Geac, which demand specifically
identifies the manner in which GEC or Geac believes that you have not
substantially performed your duties, (b) the willful engaging by you in conduct
which is materially injurious to GEC, Geac or any of their respective
affiliates, monetarily or otherwise, (c) your conviction of any crime, other
than routine traffic violations and other minor misdemeanors, or (d) your
engaging in any business which materially competes with any material business of
GEC, Geac or any of their respective affiliates.

TERMINATION FOR ANY REASON OTHER THAN JUST CAUSE

GEC shall have the right to terminate your employment at any time for any reason
other than Just Cause. You shall be entitled to receive on the date of such
termination a lump sum cash payment (the "Termination Payment") in an amount
equal, at your option, to (i) your base salary received or receivable by you in
respect of the immediately preceding year in the normal payroll cycle or (ii)
your base salary for the calendar month preceding the date of termination
multiplied by 12. Subject to the agreement of the carrier or carriers, GEC will
also maintain all of your benefits of employment for a period of 12 months from
the date of termination. In the event that one or more carriers does not agree
to such an extension of coverage, GEC agrees to pay you an amount equal to the
cost of your obtaining substantially equivalent benefit coverage. You will be
paid, credited or reimbursed, as the case may be, for all unpaid salary
(including credit for any vacation earned but not taken), expenses, benefits and
other amounts payable to you or earned by you up to the termination date. The
vesting of Options shall cease on the date of termination and you shall have the
right to exercise Options vested prior to that date for a period of 30 days from
the date of termination (provided that in no event shall the period during which
you may exercise Options exceed the Option Period of ten years).

CHANGE IN CONTROL AND CHANGE AFFECTING YOUR EMPLOYMENT

1.       In the event that there shall occur both a Change of Control and a
         Change Affecting Your Employment within 12 months of a Change in
         Control, you may elect to resign from GEC within 120 days of the Change
         in Control and Change Affecting Your Employment. In the event of your
         resignation, you will be provided with the following:

(a)      On the effective date of your resignation, GEC will pay you the
         Termination Payment, calculated as though such effective date was the
         effective date of the termination of your employment by GEC for a
         reason other than Just Cause; and

(b)      Subject to the agreement of the carrier or carriers, GEC will maintain
         all benefits of employment for a period of 12 months from the date of
         termination. In the event that one or more carriers does not agree to
         such an extension of coverage, GEC agrees to pay you an amount equal to
         the cost of your obtaining substantially equivalent benefit coverage.

(c)      In such event, you will also be paid, credited or reimbursed, as the
         case may be, for all unpaid salary (including credit for any vacation
         earned but not taken), expenses, benefits and other amounts payable to
         you or earned by you up to the date of resignation. Also, in

                                       4

         such event, all unvested Stock Options previously granted shall become
         fully vested and you shall have the right to exercise those Options for
         a period of 12 months from the date of resignation (provided that in no
         event shall the period during which you may exercise Options exceed the
         Option Period of ten years).

2.       In no case will you be entitled to both a payment for termination for
         any reason other than cause and for a termination in the event of a
         Change in Control and Change Affecting Your Employment.

For the purposes of this Letter Agreement, "Change in Control" and "Change
Affecting Your Employment" are defined as set out in Schedule "B".

PROPERTY OF GEC, GEAC AND THEIR AFFILIATES

All equipment, material, written correspondence, memoranda, communication,
reports, or other documents pertaining to the business of GEC, Geac or any of
their respective affiliates used or produced by you in connection with your
employment, or in your possession or under your control, shall at all times
remain the property of GEC, Geac and their respective affiliates. You shall
return all property of GEC, Geac and such affiliates in your possession or under
your control in good condition within one week of a request by GEC or Geac, or
within one week of the termination of your employment.

NON-DISCLOSURE

You agree to be bound by the terms of the General Confidentiality Agreement
attached hereto as Schedule "C".

RESIGNATION AS OFFICER AND DIRECTOR

You covenant and agree that, upon any notice of your resignation from GEC or
termination of your employment being given, you shall forthwith tender your
resignation from all offices and directorships then held by you at GEC, Geac or
any of their respective subsidiaries and affiliates, such resignation to be
effective immediately, or at such other date as may be mutually agreed to by you
and GEC, and you shall not be entitled to receive any severance payment or
compensation for loss of office or otherwise by reason of the resignation, other
than what has been provided elsewhere in this Agreement. If you fail to resign
as set out above, you will be deemed to have resigned from all offices and
directorships, and GEC and Geac are each hereby authorized by you to appoint any
person in your name and on your behalf to sign any documents or do any things
necessary or required to give effect to such resignation.

CHOICE OF LAW

This Agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the Commonwealth of Massachusetts, U.S.A.

                                       5

SUBMISSION TO ARBITRATION

It is hereby agreed that any dispute or controversy in connection with this
Agreement, including its interpretation, will be conclusively settled by
submission to arbitration (the "Arbitration") in accordance with the employment
rules of arbitration of American Arbitration Association as amended from time to
time. The Arbitration will be conducted before a single arbitrator mutually
agreeable to the parties (the "Arbitrator") and shall take place in Suffolk
County, Massachusetts. Each party will be responsible for its own legal costs
incurred at the Arbitration. The cost of the Arbitrator will be shared subject
to GEC's agreement to reimburse you for your share of the Arbitrator's costs in
the event you are successful at the Arbitration. The Arbitrator shall not have
authority to award exemplary, punitive, multiple or similar damages.
Notwithstanding any other provision hereof, GEC, Geac and any of their
respective affiliates shall have the right to seek injunctive or other
appropriate equitable relief from a court of competent jurisdiction at any time
in aid of the Arbitration or to protect and enforce any of its rights.

NOTICES

Any notice required or permitted hereunder shall be deemed to be delivered on
the date of actual delivery, if delivered personally, or on the date four days
after mailing, if delivered by registered mail. In the case of postal
disruption, delivery shall be made by way of personal delivery.

LEGAL COSTS

GEC shall pay, or at your option, shall reimburse you for, the reasonable legal
fees up to US$2,000 and disbursements incurred by you in connection with the
drafting and negotiation of this Agreement.

ENTIRE AGREEMENT

This Agreement contains the entire agreement between us with respect to the
subject matter hereof. Any and all other oral or written representations,
agreements, arrangements or understandings between us are hereby terminated.

                                    * * * * *

We trust that the above terms are acceptable to you and we ask that you indicate
your acceptance of these terms by signing the enclosed copy of this letter and
returning it to my attention by November 2002. This offer becomes null and void
should the signed acceptance not be returned to me by that time.

                                       6

Timothy, we look forward to welcoming you to the Geac team.

Sincerely,

Geac Computers, Inc.

By:    "Paul D. Birch"
       -----------------------------
       Paul D. Birch, President

Geac Computer Corporation Limited

By:    "Paul D. Birch"
       -----------------------------
       Paul D. Birch, President and
              Chief Executive Officer

ACCEPTED:

"Timothy Wright"                                     11/25/02
- ------------------------------------                 --------------------------
Timothy Wright                                       Date

                                       7

                                  Schedule "A"

                                 EBIT Definition

     With respect to Geac and its subsidiaries for any fiscal period, an amount
     equal to:

(a)      Consolidated Net Income for such period plus;

(b)      To the extent deducted in the calculation of Consolidated Net Income
         and without duplication;

         (i)      income tax expense for such period,

         (ii)     Consolidated Total Interest Income/Expense for such period,

         (iii)    the aggregate amount of one time non-recurring expenses and/or
                  charges or gains in the disposition of businesses taken by
                  Geac and its subsidiaries in the fiscal year ending April 30,
                  2003, all of the above relating to the restructuring of the
                  business.

                                       8

                                  Schedule "B"

"Change in Control" means the occurrence of one or more of the following events:

1.       The sale, lease or transfer, in one or a series of related
         transactions, of all or substantially all of Geac's assets considered
         on a consolidated basis to any person or company or combination of
         persons or companies;

2.       The adoption of a plan relating to the liquidation or dissolution of
         Geac;

3.       The acquisition by any person or company or combination of persons or
         companies acting jointly or in concert of a direct or indirect interest
         in more than 50 percent of the ownership of Geac or the voting power of
         the voting shares of Geac by way of a purchase, merger or consolidation
         or otherwise (other than a creation of a holding company that does not
         involve a change in the beneficial ownership of Geac as a result of
         such transaction);

4.       The amalgamation, merger or consolidation of Geac with or into another
         corporation or the amalgamation or merger of another corporation into
         Geac with the effect that immediately after such transaction the
         shareholders of Geac immediately prior to such transaction hold less
         than 50 percent of the total voting power of all securities generally
         entitled to vote in the election of directors, managers or trustees of
         the person surviving such amalgamation, merger or consolidation; or

5.       During any period of two consecutive years, individuals who at the
         beginning of such period constitute the entire Board of Directors of
         Geac shall cease for any reason to constitute a majority thereof unless
         the election, or the nomination for election by Geac's stockholders, of
         each new director was approved by a vote of at least two-thirds of the
         directors then still in office who were directors at the beginning of
         such period or who, themselves, were approved during such period by the
         requisite two-thirds vote specified above.

"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by you during the 90-day period immediately following the
date on which you become aware of such circumstances:

1.       Any change to your employment conditions with GEC which would
         significantly reduce the nature or status of your responsibilities;

2.       A reduction by GEC in your annual compensation as of the date of the
         Change in Control;

                                       9

3.       The failure by GEC to continue in effect for your benefit any
         perquisites or participation in any employee benefit plan to which
         other employees of GEC are entitled, to the same extent to which any
         other employees enjoy such benefits;

4.       Any other change which would constitute "constructive dismissal" under
         applicable law; or

5.       Any change in the location of the principal office of GEC, which is
         located in Southborough, MA, which causes you to substantially increase
         your travel time or relocate.

                                       10

                                  Schedule "C"

     Agreement Respecting Confidentiality, Exclusivity and Non-Solicitation

1.       Confidential Information

"Confidential Information" means information disclosed to me or acquired by me
as a result of my employment with Geac Computers, Inc. ("GEC") or my work with
Geac Computer Corporation Limited ("Geac") or their respective affiliates and
includes but is not limited to information relating to GEC, Geac and such
affiliates' products or developments of new or improved products, marketing
strategy, sales or business plans, the names and information about GEC, Geac and
such affiliates' past, present and prospective customers (to whom GEC, Geac or
an affiliate has made a proposal during the course of my employment) and
clients, trade secrets and any other information which is not in the public
domain and which information can be reasonably deemed confidential information
whether or not such information is explicitly identified as being confidential.
"Confidential Information" shall not include:

         (a)      Information that was known by me at the time it was disclosed
                  to me by GEC, Geac or an affiliate of either; or

         (b)      Information that is or becomes publicly known or otherwise
                  enters the public domain through no wrongful act of mine; or

         (c)      Information that is received by me from a third party which
                  has no obligation to maintain it in confidence; or

         (d)      Information that is developed independently by me without use
                  of any Confidential Information.

2.       Use and Disclosure

While employed by GEC and for a period of five (5) years following the
termination of my employment (the "Confidentiality Period"), I shall not,
directly or indirectly, in any way use or disclose to any person any
Confidential Information, except where authorized or required to do so for the
performance of my employment; provided that for any such Confidential
Information constituting a trade secret, the Confidentiality Period shall extend
for so long as the particular Confidential Information remains a trade secret
under applicable law. I agree and acknowledge that Confidential Information of
GEC, Geac and their respective affiliates is the exclusive property of GEC, Geac
and such affiliates and I shall hold all such Confidential Information in trust
for GEC, Geac and such affiliates. I confirm and acknowledge my fiduciary duty
to use my best efforts to protect Confidential Information; not to misuse such
information; and to protect such Confidential Information from any misuse,
misappropriation, harm, or interference by others in any manner whatsoever.

                                       11

3.       Geac Property

I agree that all other discoveries, developments, inventions, ideas, concepts,
research and other information, processes, products, methods and improvements or
parts thereof (including, without limitation, all computer programs, algorithms,
subroutines, software, source codes, object codes, flow charts, schematics,
designs, specifications, drawings, web page designs, graphic designs, product
plans or definitions, research data or results and media design) written,
conceived, developed, reduced to practice or otherwise made by me, alone or
jointly with others and in any way (a) relating to the present or proposed
products, programs or services of GEC, Geac or their respective affiliates or
(b) relating to tasks assigned to me during the course of my employment or (c)
derived from the Confidential Information obtained by me in the course of my
employment, whether or not patentable or subject to copyright protection or
other forms of proprietary protection, and whether or not reduced to tangible
form, memorialized or reduced to practice, during the period of my employment
with GEC or my work with Geac, or during the twelve month period next succeeding
the termination of my employment with GEC, whether or not made during my regular
working hours, and whether or not made on the premises of GEC, Geac or any
affiliate of either of them, and whether or not disclosed by me to GEC, Geac or
their respective affiliates (hereinafter collectively referred to as
"Developments") shall be the sole property of Geac.

I agree that all of the Developments, including, without limitation, all parts
thereof, and any memorialization thereof by electronic or manual storage,
transcription, or recording, and any display, performance or modification
thereof or derivative work based thereon, is work made for hire under the
copyright laws of the United States especially ordered and commissioned by Geac.
Geac shall be deemed the sole author, creator and inventor, as the case may be,
of the Developments.

I agree to, and hereby do, assign, to Geac all my right, title and interest
throughout the world in all Developments and to anything tangible which
contains, represents, evidences, records, performs, displays, embodies or
constitutes any such Development. I hereby assign and, to the extent any such
assignment cannot be made at present, I hereby agree to assign to Geac all
copyrights, patents, trademarks and other proprietary rights I may have in any
such Development, together with the right to file for or own wholly without
restriction United States and foreign copyrights, patents, trademarks and other
proprietary rights with respect thereto. I agree to waive, and hereby waive, all
moral rights which I may have in or to any Developments and, to the extent that
such rights may not be waived, I agree not to assert such rights against Geac or
its licensees.

I specifically agree and acknowledge that the foregoing assignment covers all
results, outputs and products of my work for GEC, Geac or any of their
respective affiliates prior to the date hereof, whether as an employee or as a
consultant, and all related copyrights, patents, trademarks or other proprietary
rights, and that all such results, output and products shall be Developments
hereunder and the sole property of Geac.

                                       12

Any reference to "proprietary protection" or "proprietary rights" in this
Agreement shall mean all forms and types of proprietary protection or
proprietary rights, as the case may be, however denominated.

I am subject to no contractual or other restriction or obligation which will in
any way limit my activities on behalf of GEC, Geac or any of their respective
affiliates. I hereby represent and warrant to GEC and Geac that I have no
continuing obligations to any previous employer (a) with respect to any
Development or (b) which require me not to disclose information to GEC or Geac
which in any way relates to the present business of GEC or Geac or any of their
respective affiliates. I further represent and warrant that I do not claim
rights in, or otherwise exclude from this Agreement, any Development, except the
following (the "Excluded Material"):

                                     "NONE"

         (If none, please write "None".)

If during the period of my employment with GEC or my work with Geac or during
the twelve month period next succeeding the termination of my employment with
GEC, I incorporate into any Developments any Excluded Material or any other
proprietary information owned by me or in which I have an interest, I hereby
grant, and to the extent any such grant cannot be made at the present, I agree
to grant to each of GEC and Geac a non-exclusive, royalty-free, irrevocable,
perpetual, transferable worldwide license, with the right to sublicense, to
make, use, refrain from using, sell, offer for sale, import, modify, delete, add
to, reproduce, create derivative works based upon, distribute, perform, display
or exploit in any way, such Excluded Material and such other proprietary
information, in whole or in part, by any means, now known or later developed, in
all languages, as part of or in connection with any such Developments.

I shall make and maintain adequate and current written records of all
Confidential Information and Developments which by virtue of this Agreement are
the sole property of Geac and shall disclose same promptly, fully and in writing
to Geac's Board of Directors or its duly authorized officer, irrespective of
whether such Confidential Information and Developments are conceived, developed
or made after the termination of my employment with GEC and my work with Geac.

If requested to do so by GEC or Geac, I agree to sign a Termination Certificate
in which I confirm that I have complied with the requirements of this Agreement
and that I am aware that certain restrictions imposed upon me by this Agreement
continue after termination of my employment. I understand, however, that my
obligations under this Agreement will continue even if I do not sign a
Termination Certificate.

During and after the term of my employment by GEC and my work with Geac, I shall
execute, acknowledge, seal and deliver all documents, including, without
limitation, all instruments of assignment, patent and copyright applications and
supporting documentation, and perform all acts, which GEC or Geac may request to
secure its rights hereunder and to carry out the intent of this Agreement. In
furtherance of my undertaking in the immediately preceding sentence, I
specifically agree to assist Geac, at Geac's expense, in every proper way to
obtain for its sole

                                       13

benefit, in any and all countries, patents, copyrights, trademarks or other
forms of proprietary protection for all Developments which by virtue of this
Agreement are the sole property of Geac and for publications pertaining to any
of them. In no circumstances shall I be entitled to any further compensation for
any action taken under this Section.

Upon ceasing employment with GEC or my work with Geac I will immediately turn
over to GEC, Geac and their respective affiliates all property then in my
possession or under my control belonging to GEC, Geac or such affiliates, or any
past, present or prospective customer, client, supplier or business partner of
GEC, Geac or an affiliate.

4.       Exclusivity and Dedication

During the period of my employment with GEC and my work with Geac:

(a)      I shall devote my entire working time during the regular business hours
         assigned to my position with attention to such duties as may be
         assigned to me by GEC or Geac. During such time I shall faithfully and
         diligently serve and endeavour to further the interests of GEC, Geac
         and their respective affiliates;

(b)      I agree that I shall not engage in or become connected with:

         (i)      any other business during my regular business hours at GEC or
                  Geac; or

         (ii)     any business which is in competition with GEC, Geac or any of
                  their respective affiliates at any time.

(c)      Geac acknowledges and agrees that I may serve on and I understand that
         these provisions will also apply in the event that I desire to serve on
         the board of directors of an outside organization. In addition, I
         understand that I must comply with the provisions of Geac's Business
         Conduct Policy.

5.       Conflicts

My employment with GEC and my work with Geac does not now and shall not in the
future conflict with any obligations or interests that I have with any other
person, business, organization or former employer. I agree to notify GEC and
Geac in writing immediately upon having any knowledge to the contrary of any
conflict or potential conflict.

6.       Non-Solicitation of Customers

I agree that during the term of this Agreement and for a period of 1 year
immediately following the termination of my employment with GEC and my work with
Geac, I shall not, on my own behalf or on behalf of any person, firm,
partnership, association, corporation or business organization, entity or
enterprise, directly or indirectly, solicit, contact, call upon, communicate or
attempt to communicate with any customer or prospective customer of GEC, Geac or
any of

                                       14

their respective affiliates or any representative of any customer or
prospective customer of GEC, Geac or any of their respective affiliates, with a
view to the sale or provision of any deliverable or service competitive or
potentially competitive with any deliverable or service sold or provided or
under development by GEC, Geac or any of their respective affiliates during the
1 year immediately preceding the effective date of the termination of my
employment.

7.       Non-Solicitation of Employees

I agree that while I am employed by GEC and during my work with Geac, and for a
period of 1 year following the termination of my employment with GEC and my work
with Geac, I shall not directly or indirectly, solicit, induce or attempt to
induce any employee of GEC, Geac or any of their respective affiliates into
leaving the employment of GEC, Geac or any such affiliate, nor shall I directly
or indirectly participate in any organization's recruitment or hiring of
employees of GEC, Geac or any of their respective affiliates.

8.       Term

This Agreement shall become effective when signed and shall terminate upon the
termination of my employment with GEC, except that paragraphs 1, 2, 3, 6 and 7
and this paragraph 8 shall survive such termination.

9.       Severability

I acknowledge that each paragraph of this Agreement is separate from each other
paragraph of this Agreement and if any one paragraph is found to be invalid, it
shall not invalidate the remainder of this Agreement. Any paragraph found to be
unenforceable shall be construed to be reformed to extend as far as is
enforceable.

10.      Jurisdiction

This Agreement shall be governed by, and construed and enforced in accordance
with, the substantive laws of The Commonwealth of Massachusetts without regard
to its principles of conflicts of laws.

11.      Independent Legal Advice

I acknowledge I have read and understood this Agreement and have had the
opportunity to obtain independent legal advice prior to the execution of this
Agreement. In the event that I did not obtain such advice, I shall not use the
absence of such advice in an attempt to obviate, alter, sever or otherwise
terminate this Agreement or any part thereof.

                                       15

12.      Entire Agreement

This Agreement shall supersede any previous confidentiality agreement or similar
understanding which I may have had with GEC, Geac or any of their respective
affiliates. Any amendments to this Agreement must be made in writing and signed
by all of GEC, Geac and me.

DATED at BOSTON, this 25th day of NOVEMBER, 2002.

"Timothy Wright"                         "P. D. Birch"
- -----------------------                  --------------------
Timothy Wright                           Witness

Timothy Wright                           P. D. Birch
- -----------------------                  --------------------
(Print)                                  (Print)

EX-10.21

                                                                   EXHIBIT 10.21


September 6, 2000

Mr. Bertrand Sciard

Dear Bertrand:

As we have discussed, the Board of Directors of Geac Computer Corporation
Limited ("Geac") has decided to initiate a process whereby more shareholder
value may be achieved through potentially a divestiture of the Company or some
other such means. As such, the Board has agreed to provide you with the
following arrangements in consideration of your value towards this process
during this period.

You will be provided with the following arrangements:

1.       Geac has granted to you, subject to regulatory approval, effective as
         of August 4, 2000 options to purchase common shares of the Company in
         an amount equal to the total number of options you held currently
         outstanding as at August 4, 2000, with such options to vest 25 percent
         upon the execution of this agreement, with the balance to vest 25
         percent per year on the anniversary date of the date of grant. In the
         event of a Change in Control as defined In Schedule "A", all unvested
         options shall vest.

2.       Upon a Change in Control and a Change Affecting Your Employment (as
         defined in Schedule "A") with the Company, you will immediately receive
         a lump sum payment equal to your annual salary and your annual target
         bonus.

3.       Upon termination from the Company without cause, you will immediately
         receive a lump sum payment for severance equal to your annual salary
         and your annual target bonus, or the severance provided for in your
         employment agreement, whichever is greater.

4.       In order for you to obtain independent legal advice with respect to
         this agreement, Geac Computer Corporation Limited will honor the
         reasonable account of a lawyer of your choice who specializes in
         employment law.

The payments described in this agreement are in full and final satisfaction of
any and all claims or possible claims, including claims pursuant to your
existing employment agreement.






Mr. Bertrand Sciard

September 8, 2000

Page 2


Bertrand, please be advised that in our view the above provides for you and
creates an incentive for you to remain with Geac through the upcoming period
focused on increasing shareholder value. If, after reviewing same and obtaining
independent legal advice you agree, please sign a copy of this letter signifying
your acceptance and return it to me.

Yours truly,

"William Nelson"

William Nelson
Chairman
Geac Computer Corporation Limited



I have considered the above proposal and confirm that I am accepting same this
15th day of September, 2000.



                                                   "BERTRAND SCIARD"
                                                   -----------------------------
                                                   Bertrand Sciard




                                  SCHEDULE "A"

"Change in Control" means the occurrence of one or more of the following events:

1.       The sale, lease or transfer, in one or a series of related
         transactions, of all or substantially all of the Company's assets to
         any person or company or combination of persons or companies other
         than to a wholly owned subsidiary of Geac;

2.       The adoption of a plan. relating to the liquidation or dissolution of
         Geac;

3.       The acquisition by any person or company or combination of persons or
         companies acting jointly or in concert of a direct or indirect interest
         in more than 50 percent of the ownership of Geac or the voting power of
         the voting shares of Geac by way of a purchase, merger or consolidation
         or otherwise (other than a creation of a holding Company that does not
         involve a change in the beneficial ownership of Geac as a result of
         such transaction); or

4.       The amalgamation, merger or consolidation of Geac with or into another
         corporation or the amalgamation or merger of another corporation into
         Geac with the effect that immediately after such transaction the
         shareholders of Geac immediately prior to such transaction hold less
         than 50 percent of the total voting power of all securities generally
         entitled to vote in the election of directors, managers or trustees of
         the person surviving such amalgamation, merger or consolidation.

"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by the Executive during the 90 day period immediately
following the date on which the Executive becomes aware of such circumstances:

1.       Any change to the Executive's employment conditions which would
         significantly reduce the nature or status of the Executive's
         responsibilities;

2.       A reduction by the Company in the Executive's annual compensation as
         of the date of the Change in Control;

3.       The failure by the Company to continue in effect for the Executive's
         benefit any perquisites or participation in any employee benefit plan
         to which other employees of the Company are entitled, to the same
         extent to which any other employees enjoy such benefits; or

4.       Any other Change which would constitute "constructive dismissal"
         under applicable law.

EX-10.22

                                                                   EXHIBIT 10.22

                               EMPLOYMENT CONTRACT

Between:

GEAC Computer Corporation, whose registered offices is located at 11, All State
Parkway suite 300, Markham, ONTARIO L3R 9T8 CDN

Represented by Mr. Doug BERGERON

Acting as President and Chief Executive Officer                 "Doug Bergeron"

PARTY OF THE FIRST PART

and

Mr. Bertrand SCIARD

Residing 15 avenue Sainte-Foy - 92000 NEUILLY-SUR-SEINE (FRANCE)

PARTY OF THE SECOND PART                                      "Bertrand Sciard"

It has been agreed as follows:




                                     - 2 -

WHEREAS

As a result of the acquisition of JBA by GEAC Computer Corporation Group the
legal situation of Mr. SCIARD is modified but his management positions remain
unchanged.

His functions are carried out in direct liaison with the parent company.

This is the reason why the Parties have decided to establish a direct
contractual relation between themselves under the conditions and with the
obligations described below in the present contract.

It has the been agreed as follows:

ARTICLE 1 - PURPOSE OF THE CONTRACT

The present contract is an employment contract governed by French law. It is
intended to fix the reciprocal rights and obligations of the two parties.

ARTICLE 2 - DURATION OF THE CONTRACT

The present contract is concluded for an indefinite length of time.

Unless there is serious misconduct or infractions by Mr. SCIARD making it
impossible to continue the contract, it may end at any moment upon the
initiative of one or the other Parties provided that there is a reciprocal
notice of three months.

ARTICLE 3 - SENIORITY AND TRIAL PERIOD

It is expressly agreed that the seniority acquired by Mr. SCIARD since his
starting with PRESYS SA, that is since October 1, 1994, be taken over in full in
the framework of the present contract.

Consequently, Mr. SCIARD is not subject to any trial period.

ARTICLE 4 - LAW APPLICABLE TO CONTRACT

In accordance with Article 3 of the Treaty of Rome dated June 19, 1980, the
Parties have decided to subject the present contract to the French law.

ARTICLE 5 - FUNCTIONS AND ROLE

Mr. SCIARD is responsible for the European subsidiaries and is a member of the
management board of GEAC Computer Corporation. As part of his functions, Mr.
SCIARD is called upon to be the corporate representative of the various
subsidiaries of the Group.

Mr. SCIARD is in charge of the executive management of the subsidiaries of GEAC
Computer Limited in Europe. To this effect, he will be in charge and will
execute the duties corresponding to the function and corporate mandates that he
will be entrusted with by the subsidiaries which he will control in order to
carry out the management tasks which fall within his functions.


                                     - 3 -

ARTICLE 6 - COMPENSATION

ARTICLE 6.1 - Global compensation

For all these functions and missions, Mr. SCIARD shall receive a global gross
yearly compensation of FF1,520,000 paid in 12 instalments as well as a an annual
bonus of FF1,000,000 whose terms and conditions will be mutually defined between
the parties at the beginning of each year.

This compensation is guaranteed by GEAC Computer and will be split, if need be,
between the different companies of the Group.

The compensation will be reviewed each year in May.

Considering the level of Mr. SCIARD responsibilities, it is expressly agreed
that this global compensation is fixed, independent of the effective duration of
working time and including compensation for paid vacation. Mr. SCIARD will be
considered as an executive manager, as provided by article L 212-15-1 of the
French Labour Code.

ARTICLE 6.2 - Imputation of compensation paid by Group companies

The compensation paid by the GEAC Group companies of which Mr. SCIARD is a
corporate representative shall be imputed on the global compensation fixed in
Article 6.1.

In fact, Mr. SCIARD compensation will be split as follows:

FF800,000 for his UK activities,
FF720,000 for his French activity and Group activity paid in France Bonus will
be paid 50% in the UK and 50% in France.

ARTICLE 7 -PROFESSIONAL OBLIGATIONS

ARTICLE 7.1 - Instructions and reporting

Mr. SCIARD will carry out his functions in accordance with the instructions of
the chief executive officer (or its delegates) of GEAC Computer Corporation
Limited who is his hierarchical boss.

He undertakes to keep him (them) informed in a regular and continuous manner of
his activities and to submit to his (them) authorization any important action
which he would consider appropriate or necessary to take.

ARTICLE 7.2 - Corporate ethics

Mr. SCIARD undertakes to carry out his functions in accordance with the legal
regulations applicable to the functions and corporate duties which he will be
entrusted with by the


                                     - 4 -

subsidiaries which he will control as well as their by-laws internal rules which
they could apply and more generally with the rules and customs which and applied
thereof.

ARTICLE 7.3 - Professional secrecy

Mr. SCIARD commits himself to respecting absolute professional secrecy as
regards third parties and employees concerning all confidential information
concerning the Group which he may gain knowledge of because of his functions,
unless transmission of this information falls with the framework of his
professional obligations.

ARTICLE 7.4 - Loyalty and non-competition

During the duration of the contract Mr. SCIARD commits himself to the greatest
loyalty vis-a-vis the GEAC and never to act either personally or professionally
against the interests of the Group. He commits himself to consecrate all of his
business activity for the benefit of the GEAC Group. He shall not directly or
indirectly interest himself or take part in any activities likely to compete
with the activities of the GEAC Group.

ARTICLE 8 - BUSINESS EXPENSES

ARTICLE 8.1 -Company Car

Mr. SCIARD shall benefit from a company car, with a car allowance of FF15,000
per month for the lease and the maintenance.

GEAC will assume all the costs connected with the use of this car.

ARTICLE 8.2 -

All of the business expenses that Mr. SCIARD may incur as part of his functions
shall be reimbursed to him upon furnishing vouchers for the expenses.

Such benefits will be declared as "advantage en nature" and duly subject as such
to French social security contributions.

ARTICLE 9 -SOCIAL SECURITY AND WELFARE COVERAGE

ARTICLE 9.1 - Social Security

As a French resident, Mr. SCIARD shall be submitted to the French social
security.

Because of the fact that GEAC has no permanent representation office in France,
Mr. SCIARD is personally in charge of paying his social security contributions
assessed on the remuneration due for his professional activities in France, as
provided by article R 243-4 paragraph 2 of the French social security code.


                                     - 5 -


An independent payroll company will be employed to handle the declaration and
payments of social contributions due on Mr SCIARD's business activity for GEAC.
The cost of processing Mr SCIARD's payroll will be borne by the.

ARTICLE 9.2 - Unemployment insurance

As President Directeur General of JBA PRESYS and Geac France, Mr. SCIARD shall
be insured against the risk of loss of job under the appropriate unemployment
insurance fund.

ARTICLE 9.3 - Supplemental benefits

Mr. SCIARD shall benefit, from the retirement, provident and supplemental
medical regimes in force in the Group in France.

ARTICLE 10 - PAID VACATION

Mr. SCIARD benefits from five weeks of paid vacation. Mr. SCIARD organizes his
vacation periods with reference to his work and the interests of the enterprise.

ARTICLE 11 - POACHING OF STAFF CLAUSE

Mr SCIARD undertakes, both during the term of the present contract and for 12
months after its termination, unless expressly agreed otherwise by the Company,
not to recruit, solicit or even contact, directly or indirectly, on his own
behalf or on behalf of third parties or through a company, a list of present or
future employees of the Company or any other person working for or involved in
the business of a company in the GEAC Group. ( the company will provide to Mr
SCIARD a list of these employees and or business contacts on termination of his
contract)

ARTICLE 12 - EXCLUSIVITY

a) During his employment under this contract, Mr SCIARD undertakes to work
solely and exclusively for the Company.

b) He also undertakes not to accept any remuneration, bonus, incentive,
commission, trip, gift or more generally any material advantage or benefit in
the form of services from persons or businesses other than the Company, unless
authorized in writing by the management of the Company.

ARTICLE 13 -WORKING DOCUMENTATION

All documents, records, books, price lists, samples, designs, forms,
correspondence, invoices, notices and other goods concerning the working
operations remain the property of the Company.

Mr SCIARD shall return them to the Company at its request and in any case.

Upon termination or suspension of the present contract, documents and working
materials provided to Mr SCIARD during the course of his employment shall be
surrendered to the


                                     - 6 -

Company on the date of termination of his contract of employment or on the date
of his effective departure from the Company.



ARTICLE 14 - FINAL PROVISIONS

The contract is effective as of January 1, 2000.

It substitutes in all of its provisions the employment contract which bound Mr.
SCIARD to JBA HOLDINGS Plc.

                                       Executed in
                                                   -----------------------------

                                       on
                                         ---------------------------------------






                      ADDENDUM 1 TO THE EMPLOYMENT CONTRACT

Between:

GEAC Computer Corporation, whose registered offices is located at 11, All State
Parkway, suite 300, Markham, ONTARIO L3R 9T8 CDN

Represented by Mr. Doug BERGERON

Acting as President and Chief Executive Officer

                         "Doug Bergeron"

                                                         PARTY OF THE FIRST PART

and

Mr. Bertrand SCIARD

Residing 15 avenue Sainte-Foy - 92000 NEUILLY-SUR-SEINE (FRANCE)

                        "Bertrand Sciard"

                                                        PARTY OF THE SECOND PART



It has been agreed as follows:



                                     - 2 -

WHEREAS

Mr. SCIARD has been hired by GEAC Computer Corporation, under an employment
contract signed the

To take in account the circumstances of the task and responsibilities Mr. SCIARD
is in charge of, both parties agreed to complete the employment contract with
this current addendum.

IT HAS BEEN AGREED AS FOLLOWS:

THE ARTICLE 2  DURATION of CONTRACT  is completed as follows:

In case of termination at the initiative of GEAC Computer Corporation, unless
there is serious misconduct or infractions by Mr. SCIARD making it impossible to
continue the contract, the enterprise shall pay Mr. SCIARD a termination
indemnity of eighteen months of global gross salary as at the date of the ending
of relations, increased by a sum equal to the bonus paid for the preceding
calendar year.

This indemnity includes all legal or conventional indemnity.

In case where the legal or conventional indemnity would be higher, it would
substitute to the contractual indemnity agreed above.

All other clauses of the employment contract between Mr. SCIARD and GEAC
Computer Corporation stay unchanged.

                                      Executed in
                                                  ------------------------------

                                      on
                                        ----------------------------------------

EX-10.23

                                                                   EXHIBIT 10.23

GEAC

February 19, 2002

John L. Sherry, III
18 Pine Needle Road
Wayland, MA  01778

Dear Jay:

Geac Computers, Inc. is pleased to confirm your offer for the position of Senior
Vice President, Marketing & Strategic Alliances. This position will report to
the CEO, Paul Birch, and will be effective on February 22, 2002. This letter
outlines the terms and conditions of your employment.

DETAILS OF YOUR REMUNERATION:

1.         ANNUAL SALARY:              $220,000.00, which will be paid semi-
                                       monthly by direct bank deposit. Your
                                       performance will be reviewed in
                                       accordance with Geac's Company Wide
                                       Annual Review Policy, which shall not
                                       result in any decrease in Annual
                                       Salary.

2.         INCENTIVE COMPENSATION:     You will be eligible to participate in
                                       Geac's FY03 Bonus Plan. Your FY03 bonus
                                       target amount will be $100,000.00. Bonus
                                       target amounts for FY04 and beyond will
                                       reviewed and set at least annually, but
                                       the bonus target amount will not decrease
                                       below $100,000 per annum.For the last
                                       quarter of FY02, you will be eligible
                                       for a prorated bonus of $25,000.

                                       DETAILS OF YOUR BONUS PLAN WILL
                                       BE PROVIDED UNDER SEPARATE COVER.

3.         BENEFITS:                   Your standard benefits plan will begin
                                       the first day of the month following your
                                       date of hire. (March 1, 2002)

4.         VACATION:                   You will be entitled to four (4) weeks
                                       paid vacation each year increasing
                                       according to Geac's Vacation Policy.

4.1        WORK LOCATION:              Southborough, MA. Any change in your work
                                       location outside the Boston metropolitan
                                       area will, at your option, be treated as
                                       a Termination for Reason Other Than
                                       Cause as set forth in paragraph 8.

5.       STOCK OPTIONS: Geac Computer Corporation Limited shall grant you,
         within 60 days of your employment date, a ten-year option (subject to
         the conditions specified in the Geac Computer Corporation Limited Stock
         Option Plan VI, including limitation Section 3.05,




February 19, 2002
J. Sherry
Page 2


         3.06, 3.08, 3.09 and 3.10 of said plan) to purchase 150,000
         common shares ("Option Shares") of Geac Computer Corporation Limited's
         capital stock at the average price on the prior five trading days
         before they are approved by the Board of Directors, as required by the
         Toronto Stock Exchange. Options will vest over a four (4) year period
         as follows:

                                    Year 1 - 37,500 shares
                                    Year 2 - 37,500 shares
                                    Year 3 - 37,500 shares
                                    Year 4 - 37,500 shares

         I understand that you have been provided the specific details of this
         plan, the Geac Computer Corporation Limited Stock Option Plan VI, as
         revised November 2001. However, you acknowledge that the granting of
         the option and the exercise of the option are subject to compliance
         with applicable securities laws and receipt of necessary regulatory
         approvals, including without limitation acceptance of the plan by The
         Toronto Stock Exchange and the fulfillment of any conditions imposed by
         the Exchange and Geac's Business Conduct Policies.

6.       VOLUNTARY RESIGNATION. If you wish to resign voluntarily you
         shall provide Geac with at least 30 days prior written notice, which
         shall set out a proposed date of resignation. Geac may elect to
         require you to remain in its employment for all or part of the notice
         period, or may require that you resign immediately. Upon the date of
         your resignation, Geac shall pay you all unpaid salary and shall pay
         any unpaid bonus provided that the conditions for payment of the bonus
         have been met. Upon the date of your resignation, the vesting of
         Options shall cease and you will have no entitlement to pay or
         benefits beyond the date of resignation. This paragraph shall be
         subject to, and shall not apply in the case of resignation following a
         Change in Control described in the paragraphs hereafter set forth
         concerning a Change in Control.

7.       TERMINATION FOR CAUSE. If you are guilty of any conduct constituting
         just Cause for dismissal, Geac may terminate your employment by
         providing you with written notice of termination and your employment
         and your rights under this Agreement shall terminate on the day the
         notice is delivered to you. Upon termination for Cause you shall be
         paid all unpaid salary owing to you and the vesting of Options shall
         cease. You will have no entitlement to pay or benefits beyond the date
         of termination.

         As used herein, the term "Cause" shall mean (a) your material failure
         to substantially perform your duties with Geac (other than any such
         failure resulting from your incapacity due to physical or mental
         illness, or your death) that continues for more than 30 days after a
         written demand for substantial performance is delivered to you by your
         manager, which demand specifically identifies the manner in which your
         manager believes that you have not substantially performed your duties,
         (b) the willful engaging by you in conduct which is materially
         injurious to Geac, monetarily or otherwise, (c) your conviction of any
         crime, other than routine traffic violations, or (d) your engaging in
         any business which materially competes with any material business of
         Geac.


February 19, 2002
J. Sherry
Page 3


8.       TERMINATION FOR ANY REASON OTHER THAN CAUSE. Geac shall have the right
         to terminate your employment at any time for any reason other than
         Cause. In such event, you shall be entitled to receive severance in
         accordance with Geac's then-current policy, subject to a minimum of six
         month's salary continuation (subject to standard deductions), and a
         continuation of standard benefits during the salary continuation
         period.

9.       CHANGE IN CONTROL AND CHANGE AFFECTING YOUR EMPLOYMENT

         a. In the event of a Change in Control and a Change Affecting Your
         Employment within 12 months of a Change in Control, you may elect to
         resign from Geac within 120 days of the Change in Control and Change
         Affecting Your Employment. In the event of your resignation, you will
         be provided with the following:

                  i. Geac will pay you the termination payments, calculated as
                  your monthly base salary, for a period of 12 months from the
                  effective date of the termination of your employment; subject
                  to standard deductions, and

                  ii. Subject to the agreement of the carrier or carriers, Geac
                  will maintain all benefits of employment for a period of 12
                  months from the date of termination.

         b. In such event, you will also be paid, credited or reimbursed, as the
         case may be, for all unpaid salary (including credit for any vacation
         earned but not taken), all unpaid bonuses, all accrued bonuses (such
         bonuses to be determined on a proportionate basis having regards to the
         proportion of the fiscal year which has elapsed), expenses, benefits
         and other amounts payable to you or earned by you up to the date of
         resignation. Also, in such event, all unvested Stock Options previously
         granted shall become fully vested.

         c. In no case will you be entitled to both a payment for termination
         for any reason other than Cause and for a termination in the event of a
         Change in Control and Change Affecting Your Employment.

         d. For the purposes of this Paragraph 9, "Change in Control" and
         "Change Affecting Your Employment" are defined as set out in Schedule 1
         attached hereto.

The financial terms set forth above, like any compensation related matters, are
confidential and should only be discussed with your manager or with a
representative of the Human Resources Department.

To ensure complete understanding before employment, and the best relationship
during employment, we would like to point out that this letter constitutes our
entire offer of employment, and that there are no promises nor conditions
implied or expressed that are not contained within this letter. We wish to
further advise you that any statements of earnings in this letter do not
guarantee, nor should be construed to guarantee employment, or any period of
employment.


February 19, 2002
J. Sherry
Page 4


We trust that the above will be acceptable to you and ask that you indicate your
acceptance by returning the original copy of this letter by February 22, 2002 to
the following address:

                              Geac Computers, Inc.
                            66 Perimeter Center East
                                Atlanta, GA 30346
                                Attn: Cindy Davis

This offer is conditional upon you signing a copy of the enclosed
Confidentiality Agreement (appendix "A") and providing satisfactory proof of
eligibility for employment in the United States.

Jay, if you need further assistance please feel free to contact me at
404-239-3241. We look forward to welcoming you to the Geac team and working with
you during your employment with us.

Sincerely,

"Cynthia E. Davis"

Cynthia E. Davis
Director - Human Resources

AGREED AND ACKNOWLEDGED:

GEAC COMPUTER CORPORATION LIMITED


 "Paul Birch"                               2/20/2002
- ------------------------------------        ------------------------------------
PAUL BIRCH                                  DATE
CHIEF EXECUTIVE OFFICER



ACCEPTED:


 "John L. Sherry, III"                      FEBRUARY 22, 2002
- ------------------------------------        ------------------------------------
JOHN L. SHERRY, III                         DATE






                                   SCHEDULE 1

"Change in Control" means the occurrence of one or more of the following events:

1.       The sale, lease or transfer, in one or a series of related
         transactions, of all or substantially all of assets of Geac Computer
         Corporation Limited ("GCCL") considered on a consolidated basis to any
         person or company or combination of persons or companies;

2.       The adoption of a plan relating to the liquidation or dissolution of
         GCCL;

3.       The acquisition by any person or company or combination of persons or
         companies acting jointly or in concert of a direct or indirect interest
         in more than 50 percent of the ownership of GCCL or the voting power of
         the voting shares of GCCL by way of a purchase, merger or consolidation
         or otherwise (other than a creation of a holding company that does not
         involve a change in the beneficial ownership of Geac as a result of
         such transaction);

4.       The amalgamation, merger or consolidation of GCCL with or into another
         corporation or the amalgamation or merger of another corporation into
         GCCL with the effect that immediately after such transaction the
         shareholders of GCCL immediately prior to such transaction hold less
         than 50 percent of the total voting power of all securities generally
         entitled to vote in the election of directors, managers or trustees of
         the person surviving such amalgamation, merger or consolidation; or

5.       During any period of two consecutive years, individuals who at the
         beginning of such period constitute the entire Board of Directors of
         GCCL shall cease for any reason to constitute a majority thereof unless
         the election, or the nomination for election by GCCL's stockholders, of
         each new director was approved by a vote of at least two-thirds of the
         directors then still in office who were directors at the beginning of
         such period or who, themselves, were approved during such period by the
         requisite two-thirds vote specified above.

"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by you during the 120-day period immediately following
the date on which you become aware of such circumstances:

1.       Any change to your employment conditions with Geac which would
         significantly reduce the nature or status of your responsibilities;

2.       A reduction by Geac in your annual compensation as of the date of the
         Change in Control;

3.       The failure by Geac to continue in effect for your benefit any
         perquisites or participation in any employee benefit plan to which
         other employees of Geac are entitled, to the same extent to which any
         other employees enjoy such benefits; or

4.       Any other change which would constitute "constructive dismissal" under
         applicable law.

5.       Any change in work location outside the metropolitan Boston area.






           TO:    JOHN L. SHERRY, III

           In consideration of your agreeing to act as an officer of subsidiary
           companies (each a "Company") of Geac Computer Corporation Limited
           (the "Parent") with full power and authority to grant an indemnity
           valid and binding upon and enforceable against you and the Company,
           the Parent on the terms hereinafter contained, hereby agree as
           follows:

           1.       The Parent shall indemnify and hold you harmless
                    against any and all liability, loss, damage, cost or expense
                    whatsoever which you may incur, suffer or be required to
                    pay, pursuant to any civil, criminal or administrative
                    claim, action, suit, application, litigation, charge,
                    complaint, prosecution, assessment, reassessment,
                    investigation or other proceeding of any nature or kind
                    whatsoever (collectively, a "Claim") that may be made or
                    asserted against or affecting you, if it relates to, arises
                    from or is based upon (1) your status as an officer of the
                    Company or (2) any act or omission by you in your capacity
                    as an officer of the Company or (3) any act or omission by
                    the Company for which officers of a corporation may be
                    vicariously responsible, in whole or in part, provided that
                    you acted honestly and in good faith with a view to the best
                    interests of the Company and, in the case of a criminal or
                    administrative action or proceeding that is enforced by a
                    monetary penalty, you had reasonable grounds for believing
                    that your conduct was lawful.

           2.       Regardless of the merits of any Claim, if any Claim is
                    made or brought against you in your capacity as an officer
                    or former officer of the Company in connection with any of
                    the matters against which you would be indemnified pursuant
                    to this indemnity, upon written notice thereof being
                    received by the Parent from the Company or from you, the
                    Parent shall at its expense and in a timely manner contest
                    and defend against any such Claim and take all such steps as
                    may be necessary or proper therein to prevent the resolution
                    thereof in a manner adverse to you, including the taking of
                    such appeals as counsel to the Parent may advise are likely
                    to succeed in the circumstances. If the Parent does not in a
                    timely manner undertake the contestation or defence in
                    respect to such written notice then you may do so at the
                    expense and risk of the Parent.

           3.       This indemnity extends only to liability, loss, damage,
                    cost or expense that exceeds amounts otherwise recoverable
                    by you under any policy of insurance or other indemnity
                    applicable in respect of a Claim, and is to be regarded
                    specifically as excess to any such amounts. In the event any
                    indemnity or insurer against whom you may have such a claim
                    shall decline to pay, deny liability or otherwise contest
                    your claim or the due amount thereof, the Parent shall pay
                    such claim to you on your behalf and be subrogated to your



                    rights in relation to any such indemnity or policy of
                    insurance, and at the request of the Parent you agree to
                    co-operate with and assist the Parent in pursuing such claim
                    in such manner and to the extent that counsel to the Parent
                    may recommend or advise in the circumstances.

           4.       This indemnity and the benefit of the obligations of the
                    undersigned hereunder shall enure to the benefit of your
                    heirs, executors and administrators and shall be binding
                    upon the Parent's successors and assigns.

           5.       This indemnity supersedes and replaces all prior indemnities
                    entered into between the Parent and you.

           6.       The courts of the Province of Ontario, Canada shall have
                    exclusive jurisdiction with respect to all matters dealing
                    with the enforcement of or otherwise arising out of or in
                    connection with this indemnity, and by accepting and relying
                    heron you expressly and irrevocably submit and attorn to the
                    exclusive jurisdiction of, and irrevocably agree to be bound
                    by a judgement of, any such court relating to all such
                    matters.

           7.       This indemnity shall in all respects be governed by and
                    construed in accordance with the laws of the Province of
                    Ontario, Canada, and all disputes, claims or matters arising
                    out of or under it shall be governed by such laws.

           DATED this         day of                  2002.

                                    GEAC COMPUTER CORPORATION LIMITED



                                    "Paul D. Birch"
                                    --------------------------------------------
                                    Name:  Paul D. Birch
                                    Title: President and Chief Executive Officer





                       EMPLOYEE CONFIDENTIALITY AGREEMENT

                               JOHN L. SHERRY, III
                                   (EMPLOYEE)




         AS Geac Computer Corporation Limited, or a subsidiary or affiliate,
desires to retain my services as set out in a letter of employment; and

         FURTHERMORE, AS Geac in the nature of its business desires to protect
aspects of its business containing confidential information or trade secrets;

         NOW, in consideration of my employment by Geac I agree as follows:

1.       DEFINITIONS

(a) "CONFIDENTIAL INFORMATION" means non-public information disclosed to me or
acquired by me as a result of my employment with Geac and includes but is not
limited to proprietary rights, information relating to Geac's products or
developments or new or improved products, marketing strategy, sales or business
plans, the names and information about Geac's past, present and prospective
customers (to whom Geac has made a proposal to during the course of my
employment) and clients, trade secrets and any other information which is not in
the public domain and which information can be reasonably deemed as confidential
information whether or not such information is explicitly identified as being
confidential.

(b) "PROPRIETARY RIGHTS" means the computer programs, system documentation,
drawings, schematics, hardware and other such materials developed by Geac or
made available to Geac by the licensors in accordance with the proprietary
rights of such licensors. For the purposes of this Agreement, proprietary
information of Geac shall include proprietary or confidential information of
Geac, or its customers, partners, joint venturers, licensors or other business
associates including, but not limited to information relating to inventions,
apparatus, processes, procedures, products, prices, research, costs, business
affairs, future plans, ideas, technical data and raw data from field or
laboratory tests or evaluation thereof.

2.       USE AND DISCLOSURE

While employed by Geac and for a period of five (5) years thereafter (the
"Confidentiality Period"), I shall not, directly or indirectly, in any way use
or disclosure to any person any Confidential Information, except where
authorized and required to do so for the performance of my employment; provided
that for any such Confidential Information constituting a trade secret, the
Confidentiality Period shall extend for so long as the particular Confidential
Information remains a trade secret under applicable law. I agree and acknowledge
that Confidential Information of Geac is the exclusive property of Geac and I
shall hold all such Confidential Information in trust for Geac. I confirm and
acknowledge my fiduciary duty to use my best efforts to protect Confidential
Information and not to misuse such Information.

3.       EXCLUSIVITY AND DEDICATION

During the period of my employment with Geac, I shall devote my entire working
time during the regular business hours assigned to my position with attention to
such duties as may be reasonably assigned to me by Geac. During such time I
shall faithfully and diligently serve and endeavour to further the interests of
Geac. I agree that I shall not engage in or become connected with: (i) any other
business during my regular business hours at Geac; or (ii) any business which is
in competition with Geac at any time during my employment with Geac.

4.       INVENTIONS BELONGING TO GEAC

Geac is actively engaged in research and development, and I may be requested to
make inventions and/or enhancements to products owned by Geac. I recognize that
Geac has a proprietary interest in any inventions or enhancements that I may
make during my employment, whether made during or after regular business hours,
and whether made with Geac's, my own or anyone else's materials and/or
equipment, if such inventions or enhancements may reasonably be regarded as:
(a) relating directly to the business of Geac (to the extent that I may
reasonably be aware of same) at the time the development of the invention of
enhancement; or (b) derived from confidential or proprietary information of Geac
obtained by me in the course of my employment. Such inventions or enhancements
are referred to herein as "Geac Inventions".




5.       ASSIGNMENT OF INTEREST IN INVENTIONS

I hereby irrevocably assign and agree to assign, all my interest, if any,
together with all moral rights, if any, in all Geac Inventions to Geac or its
nominee. This obligation shall continue beyond the termination of my employment
and shall continue to be binding upon my heirs, assigns, executors,
administrators and/or other legal representatives.

6.       REGISTRATION OF OWNERSHIP RIGHTS

Promptly upon making any Geac Inventions, I shall fully disclose it to Geac and
shall, if requested, assist Geac in preparing my copyright registration, patent
application or design registration application which Geac may choose to file.
Upon request, I agree to execute without further consideration such further
documents as may reasonably be required to obtain letter patent or design
registrations in any country for any Geac Inventions and vest the same in Geac.

7.       ASSISTANCE TO PROTECT GEAC'S PROPRIETARY RIGHTS

Both during and subsequent to my employment by Geac and where reasonably
practicable I agree to generally do everything reasonably necessary or desirable
to assist Geac in obtaining and enforcing proper protection of the Geac
inventions.

8.       CONFLICTS

My employment with Geac and my execution of this Agreement is not in conflict
with any obligations that I have at present with any other person, business,
organization or former employer. I agree to notify Geac in writing upon having
knowledge of, or before performing or causing to be performed any work for or on
behalf of Geac which appears to or may potentially be in conflict with (a)
rights claimed by me in any invention or idea conceived by me prior to my
employment; or (b) rights of others arising out of obligations incurred by me
prior to entering into this Agreement.
In the event that I should fail to give Geac notice of any such conflict of
which I am aware, I agree that Geac may deem that no such conflict exists. By
such inaction I will thereby waive any claim which I may have against Geac with
respect to the use of any such invention or idea.

9.       RETURN OF PROPERTY

Upon ceasing employment with Geac, or earlier if required by Geac, I agree to
promptly deliver to Geac all property, including but not limited to,
correspondence, blueprints, letters, drawings, schematics, manuals, notes,
notebooks, reports, flowcharts, progress reports, proposals, records, data,
sketches, drawings, memorandum, models, samples, equipment, customer lists,
price lists, product specifications, laboratory or field test results or any
other property pertaining to my employment by Geac and belonging to Geac, its
customers, partners, joint venturers, suppliers or other business associates.

10.      REIMBURSEMENT

All pre-approved costs and expenses incurred by me in fulfilling paragraphs 5,
6, and 7 during my employment by Geac shall be re-imbursed to me by Geac. If
after my termination of employment with Geac, it requests my assistance with
regard to the issues referred to in such paragraphs, Geac will pay all
pre-approved costs and expenses as well as reasonable compensation for my time
expended in the performance of these obligations.

11.      PRESENTATIONS AND PUBLICATIONS

I am required to obtain the written consent of an officer of Geac in advance of
presentation or publication of any speech, paper or article authored by me,
either alone or jointly with others, which in any way refers to my employment
with Geac in any manner or relates to any confidential or proprietary matter
related thereto, unless such presentation or publication was at the direction or
request of Geac.






12.      NON-SOLICITATION OF CUSTOMERS

I agree that during the terms of this Agreement and for a period of one (1) year
immediately following the termination of my employment with Geac. I shall not,
on my own behalf or on behalf of any person, firm, partnership, association,
corporation or business organization, entity or enterprise, directly or
indirectly, solicit, contact, call upon, communicate or attempt to communicate
with any customer or prospective customer of Geac or any representative of any
customer or prospective Customer of Geac, with a view to the sale or provision
of any deliverable or service competitive or potentially competitive with any
deliverable or service sold or provided or under development by Geac during the
one (1) year immediate preceding the effect date of the termination of my
employment; provided, however, that this restriction shall apply only to
customers or prospective customers of Geac for whom I have performed, or
proposed to perform, the same or similar kinds of deliverables or services on
behalf of Geac during such one (1) year period.

13.      NON-SOLICITATION OF EMPLOYEES

I agree that while I am employed by Geac, and for a period of one (1) year
following the termination of my employment with Geac, I shall not directly or
indirectly, solicit, induce or attempt to induce any Geac employee into leaving
the Company's employment, nor shall I directly or indirectly participate in any
employer's or agencies recruitment or hiring of Geac employees.

14.      TERM

This agreement shall become effective when signed and shall terminate upon the
termination of my employment with Geac, except that paragraphs 2, 4, 5, 6, 7,
10, 12 and 13 shall survive such termination.

15.      SEVERABILITY

Except for paragraph 10 regarding Reimbursement, I acknowledge that each
paragraph of this Agreement is separate from each other paragraph of this
Agreement and if any one paragraph is found to be invalid, it shall not
invalidate the remainder of this Agreement.

16.      JURISDICTION

This Agreement shall be interpreted in accordance with the laws of the
jurisdiction in which it is signed.

17.      INDEPENDENT LEGAL ADVICE

I acknowledge I have read and understood this Agreement and have had the
opportunity to obtain independent legal advice prior to the execution of this
Agreement. In the event that I did not obtain such advice, it shall not be used
by me in an attempt to obviate, alter, sever or otherwise terminate this
Agreement or any part thereof.

18.      ENTIRE AGREEMENT

This Agreement shall supersede any previous confidentiality agreement or similar
understanding which I may have had with Geac. Any amendments to this Agreement
must be made in writing and signed by both Geac and me.

DATED AT   SOUTHBOROUGH   this   22ND   day of    FEBRUARY   , 20 02
         ----------------      --------        --------------    ----


"John  L. Sherry,  III"                   "Linda Travis"
- -----------------------------------       --------------------------------------
Employee (Signature)                      Witness (Signature)

John L. Sherry, III                       Linda Travis
                                          --------------------------------------
                                          (Print)

EX-10.24

                                                                   EXHIBIT 10.24



                                   [GEAC LOGO]


GEAC COMPUTER CORPORATION LIMITED
4100 Yonge Street, Suite 601
Toronto, Ontario  M2P 2G2
Tel: (416) 642-1960
Fax: (416) 642-1961

                                                              September 29, 2000

Ms Hema Anganu
1154 Wilson Ave. Apt. 1214
Downsview, ON  M3M 1J6

Dear Hema:

As you are aware Geac Computer Corporation Limited ("Geac") has initiated a
process whereby various strategic options for the Company are being considered.
As such, the Company has agreed to provide you with the following arrangements
in consideration of your value towards this process during this period.

You will be provided with the following arrangements:

1.       (a) Subject to any necessary regulatory approval, Geac has granted to
         you effective as of September 25, 2000 (the "Effective Date") options
         to purchase 35,000 common shares of the Company (the "New Options")
         pursuant to Stock Option Plan VI with such New Options to vest as
         follows:

DATE OF GRANT              TOTAL OPTIONS             OPTION PRICE
- -------------              -------------             ------------

- --------------------------------------------------------------------------------
SEPTEMBER 25, 2000         35,000                    $9.32
- --------------------------------------------------------------------------------

NUMBER OF                  DATE FOR                  LAST DATE
OPTIONED SHARES            VESTING                   FOR EXERCISE
- ---------------            --------                  ------------

8,750                      SEPTEMBER 25, 2000        SEPTEMBER 25, 2010
8,750                      SEPTEMBER 25, 2001        SEPTEMBER 25, 2010
8,750                      SEPTEMBER 25, 2002        SEPTEMBER 25, 2010
8,750                      SEPTEMBER 25, 2003        SEPTEMBER 25, 2010

         (b)      In the event of a Change in Control these New Options shall
                  vest as follows:

                  (i)        Fifty percent (50%) of the unvested outstanding New
                             Options in each tranche referred to above shall
                             vest immediately upon a Change in Control; and

                  (ii)       The balance of the unvested outstanding New Options
                             shall vest immediately on the date of a Change in
                             Control and either a Change Affecting Your
                             Employment within 12 months of a Change in Control
                             or


                                     - 2 -


                             the termination of your employment for reasons
                             other than cause within 12 months of a Change in
                             Control.

         (c)      In the event of a Change in Control, all unvested outstanding
                  options previously granted to you by Geac prior to September
                  25, 2000 ("Previous Options") shall vest as follows:

                  (i)        In the case of Previous Options granted under the
                             terms of Geac's Stock Option Plan V, all unvested
                             outstanding Previous Options shall vest upon a
                             Change in Control in accordance with the terms of
                             Plan V; and

                  (ii)       In the case of Previous Options granted under the
                             terms of Geac's Stock Option Plan VI, all unvested
                             outstanding Previous Options shall vest immediately
                             on the date of a Change in Control and either a
                             Change Affecting Your Employment within 12 months
                             of a Change in Control or the termination of your
                             employment for reasons other than cause within 12
                             months of a Change in Control.

2.       In the event of a Change in Control and either a Change Affecting
         Your Employment within 12 months of a Change in Control or the
         termination of your employment for reasons other than cause within 12
         months of a Change in Control you will immediately receive a lump sum
         payment equal to 125% of your aggregate annual compensation (measured
         by reference to then current annual salary, the current annual car
         allowance payments and bonus which shall be the greater of the actual
         bonus amount paid to you for the immediately preceding fiscal year or
         the amount of the targeted bonus for the current fiscal year). You
         will also be paid, credited or reimbursed as the case may be for all
         unpaid salary (including credit for any vacation earned but not
         taken), all unpaid bonuses and expenses incurred up to the date of
         termination. You will also be provided with company medical and dental
         benefits for the 15 month period following the date of termination or
         until such time as you find alternate employment.

3.       For the purposes of this letter agreement "Change in Control" and
         "Change Affecting Your Employment" are defined as set out in
         Schedule "A".

The payments described in this agreement are in full and final satisfaction of
any and all claims or possible claims, including claims pursuant to your
existing employment agreement arising as a result of a Change in Control and
either a Change Affecting Your Employment within 12 months of a Change in
Control or the termination of your employment for reasons other than cause
within 12 months of a Change in Control.

If after having reviewed this letter and having had the opportunity to obtain
independent legal advice you agree, please sign both copies of this letter
signifying your acceptance and return one copy to me.

Yours truly,



                                     - 3 -


Geac Computer Corporation Limited

         "Bruce Hannah"

Bruce Hannah, Vice President
Human Resources



I have considered the above proposal and confirm that I am accepting same this
3rd day of November, 2000.

                                                        "H. Anganu"
                                               ---------------------------------
                                               Hema Anganu





                                  SCHEDULE "A"

"Change in Control" means the occurrence of one or more of the following events:

1.       The sale, lease or transfer, in one or a series of related
         transactions, of all or substantially all of the Company's assets to
         any person or company or combination of persons or companies other
         than to a wholly owned subsidiary of Geac;

2.       The adoption of a plan relating to the liquidation or dissolution of
         Geac;

3.       The acquisition by any person or company or combination of persons or
         companies acting jointly or in concert of a direct or indirect interest
         in more than 50 percent of the ownership of Geac or the voting power of
         the voting shares of Geac by way of a purchase, merger or consolidation
         or otherwise (other than a creation of a holding company that does not
         involve a change in the beneficial ownership of Geac as a result of
         such transaction); or

4.       The amalgamation, merger or consolidation of Geac with or into another
         corporation or the amalgamation or merger of another corporation into
         Geac with the effect that immediately after such transaction the
         shareholders of Geac immediately prior to such transaction hold less
         than 50 percent of the total voting power of all securities generally
         entitled to vote in the election of directors, managers or trustees of
         the person surviving such amalgamation, merger or consolidation.

"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by the Executive during the 90 day period immediately
following the date on which the Executive becomes aware of such circumstances:

1.       Any change to the Executive's employment conditions which would
         significantly reduce the nature or status of the Executive's
         responsibilities;

2.       A reduction by the Company in the Executive's annual compensation as
         of the date of the Change in Control;

3.       The failure by the Company to continue in effect for the Executive's
         benefit any perquisites or participation in any employee benefit plan
         to which other employees of the Company are entitled, to the same
         extent to which any other employees enjoy such benefits; or

4.       Any other change which would constitute "constructive dismissal" under
         applicable law.

EX-10.25

                                                                   EXHIBIT 10.25

GEAC
GEAC COMPUTER CORPORATION LIMITED
11 Allstate Parkway, Suite 300
Markham, Ontario L3R 9T8
Tel:  (905) 475-0525
Fax:  (905) 475-3847

June 20, 2002

Mr. James M. Travers
1014 Kettering Place
Alpharetta, GA 30022-8081

Dear Jim:

This letter will confirm the terms of your employment by Geac Enterprise
Solutions, Inc. as President of Geac Americas ("Geac") effective as of June 20,
2002. You shall be permitted on an unpaid basis to organize your affairs and
complete your prior obligations before assuming your full responsibilities in
such role, provided that you commence your duties hereunder no later than August
6, 2002. For greater certainty, your salary and benefits hereunder shall
commence on the date that you give notice to the President and Chief Executive
Officer of Geac Computer Corporation Limited ("GCCL") that you have assumed such
duties on a full-time basis.

You shall serve faithfully to the best of your ability and shall throughout the
term of your assignment devote your full working time and attention to the
business and affairs of Geac and shall use your best efforts to maintain and
advance that business.

REPORTING OBLIGATION

As President, you will report to the President and Chief Executive Officer of
GCCL. All of the Operations of Geac's businesses in North America shall report
to you, except satellite operations where the principal business/product is
based elsewhere such as Libraries and System 21.

DETAILS OF YOUR REMUNERATION

1.       BASE SALARY:

Annual base salary of US$275,000 per annum, subject to annual review. This will
be paid in semi-monthly instalments subject to all proper withholding taxes and
any deductions attributable to your required or elective contributions to the
benefits provided by Geac, including the benefits referred to in Section 3 of
this letter.

                                       2

2.       BONUS:

Commencing with the fiscal year ending April 30, 2003, you will be paid an
annual bonus of US$250,000 subject to Geac achieving a certain agreed operating
performance metric with 20% of this amount guaranteed and payable before
December 31, 2002, as defined in Schedule "A".

3.       GROUP BENEFITS:

You will be entitled to receive and participate in all of Geac's standard
employee benefit plans. All such benefits will be provided to you by a provider
or providers in the United States.

4.       VACATION:

During each year of your employment with Geac you will be entitled to 4 weeks
paid vacation to be taken at mutually agreeable times.

STOCK OPTIONS

You have been granted Options to purchase 600 thousand (600,000) common shares
of GCCL with an exercise price per share of Cdn.$4.36. These Options are granted
subject to GCCL's Stock Option Plan VI and shall have an "Option Period" for
purposes of the Plan of ten years from the date of grant. These Options will
vest as to 200,000 on the first anniversary of the date of the grant, 200,000 on
the second anniversary and 200,000 on the third anniversary.

The granting of additional Options, if any, shall be at the discretion of the
Board of Directors.

VOLUNTARY RESIGNATION

If you wish to resign voluntarily you shall provide Geac with at least 30 days
prior written notice, which shall set out a proposed date of resignation. Geac
may elect to require you to remain in its employment for all or part of the
notice period, or may require that you resign immediately. Upon the date of your
resignation, Geac shall pay you all unpaid salary and shall pay any unpaid bonus
provided that the conditions for payment of the bonus have been met. Upon the
date of your resignation the vesting of Options shall cease and you will have no
entitlement to pay or benefits beyond the date of resignation. This paragraph
shall be subject to, and shall not apply in the case of resignation following a
Change in Control described in the paragraphs hereafter set forth concerning a
Change in Control.

                                       3

TERMINATION FOR CAUSE

If you are guilty of any conduct constituting just Cause (as hereinafter
defined) for dismissal, Geac may terminate your employment by providing you with
written notice of termination and your employment and your rights under this
Agreement shall terminate on the day the notice is delivered to you. Upon
termination for Cause you shall be paid all unpaid salary owing to you, the
vesting of Options shall cease and the Options shall terminate forthwith. You
will have no entitlement to pay or benefits beyond the date of termination.

As used in this Agreement, the term "Cause" shall mean (a) your material failure
to substantially perform your duties with Geac (other than any such failure
resulting from your incapacity due to physical or mental illness) that continues
for more than 30 days after a written demand for substantial performance is
delivered to you by the Chief Executive Officer of GCCL, which demand
specifically identifies the manner in which Geac believes that you have not
substantially performed your duties, (b) the willful engaging by you in conduct
which is materially injurious to Geac or any of its affiliates, monetarily or
otherwise, (c) your conviction of any crime, other than routine traffic
violations or (d) your engaging in any business which materially competes with
any material business of Geac or any of its affiliates.

TERMINATION FOR ANY REASON OTHER THAN CAUSE

Geac shall have the right to terminate your employment at any time for any
reason other than Cause. You shall be entitled to receive on the date of
termination a lump sum cash payment (the "Termination Payment") in an amount
equal, at your option, to (i) your base salary received or receivable by you in
respect of the immediately preceding year in the normal payroll cycle or (ii)
your base salary for the calendar month preceding the date of termination
multiplied by 12. Subject to the agreement of the carrier or carriers, Geac will
also maintain all of your benefits of employment for a period of 12 months from
the date of termination. In the event that one or more carriers does not agree
to such an extension of coverage, Geac agrees to pay you an amount equal to the
cost of your obtaining substantially equivalent benefit coverage. You will be
paid, credited or reimbursed, as the case may be, for all unpaid salary
(including credit for any vacation earned but not taken), expenses, benefits and
other amounts payable to you or earned by you up to the termination date. The
vesting of Options shall cease on the date of termination and you shall have the
right to exercise Options vested prior to that date for a period of 12 months
from the date of termination (provided that in no event shall the period during
which you may exercise Options exceed the Option Period of ten years).

                                       4

CHANGE IN CONTROL AND CHANGE AFFECTING YOUR EMPLOYMENT

1.       In the event of a Change in Control and a Change Affecting Your
         Employment within 12 months of a Change in Control, you may elect to
         resign from Geac within 120 days of the Change in Control and Change
         Affecting Your Employment. In the event of your resignation, you will
         be provided with the following:

(a)      On the effective date of your resignation, Geac will pay you the
         Termination Payment, calculated as though such effective date was the
         effective date of the termination of your employment by Geac for a
         reason other than Cause; and

(b)      Subject to the agreement of the carrier or carriers, Geac will maintain
         all benefits of employment for a period of 12 months from the date of
         termination. In the event that one or more carriers does not agree to
         such an extension of coverage, Geac agrees to pay you an amount equal
         to the cost of your obtaining substantially equivalent benefit
         coverage. In such event, you will also be paid, credited or reimbursed,
         as the case may be, for all unpaid salary (including credit for any
         vacation earned but not taken), expenses, benefits and other amounts
         payable to you or earned by you up to the date of resignation. Also, in
         such event, all unvested Stock Options previously granted shall become
         fully vested and you shall have the right to exercise those Options for
         a period of 12 months from the date of resignation (provided that in no
         event shall the period during which you may exercise Options exceed the
         Option Period of ten years).

2.       In no case will you be entitled to both a payment for termination for
         any reason other than cause and for a termination in the event of a
         Change in Control and Change Affecting Your Employment.

For the purposes of this Letter Agreement, "Change in Control" and "Change
Affecting Your Employment" are defined as set out in Schedule "B".

PROPERTY OF GEAC

All equipment, material, written correspondence, memoranda, communication,
reports, or other documents pertaining to the business of Geac or its affiliates
used or produced by you in connection with your employment, or in your
possession or under your control, shall at all times remain the property of Geac
and its affiliates. You shall return all property of Geac and its affiliates in
your possession or under your control in good condition within one week of a
request by Geac, or within one week of the termination of your employment.

                                       5

NON-DISCLOSURE

You agree to be bound by the terms of the General Confidentiality Agreement
attached hereto as Schedule "C".

RESIGNATION AS OFFICER AND DIRECTOR

You covenant and agree that, upon any notice of your resignation from Geac or
termination of your employment being given, you shall forthwith tender your
resignation from all offices and directorships then held by you at Geac or any
of its subsidiaries and affiliates, such resignation to be effective
immediately, or at such other date as may be mutually agreed to by you and Geac,
and you shall not be entitled to receive any severance payment or compensation
for loss of office or otherwise by reason of the resignation, other than what
has been provided elsewhere in this Agreement. If you fail to resign as set out
above, you will be deemed to have resigned from all offices and directorships,
and Geac is hereby authorized by you to appoint any person in your name and on
your behalf to sign any documents or do any things necessary or required to give
effect to such resignation.

CHOICE OF LAW

This Agreement shall be deemed to have been made in and shall be construed in
accordance with the laws of the State of Georgia, U.S.A.

SUBMISSION TO ARBITRATION

It is hereby agreed that any dispute or controversy in connection with this
Agreement, including its interpretation, will be conclusively settled by
submission to arbitration (the "Arbitration") in accordance with the rules of
arbitration of the State of Georgia as amended from time to time. The
Arbitration will be conducted before a single arbitrator mutually agreeable to
the parties (the "Arbitrator"). Each party will be responsible for its own legal
costs incurred at the Arbitration. The cost of the Arbitrator will be shared
subject to Geac's agreement to reimburse you for your share of the Arbitrator's
costs in the event you are largely successful at the Arbitration.

NOTICES

Any notice required or permitted hereunder shall be deemed to be delivered on
the date of actual delivery, if delivered personally, or on the date four days
after mailing, if delivered by registered mail. In the case of postal
disruption, delivery shall be made by way of personal delivery.

                                       6

LEGAL COSTS

Geac shall pay, or at your option, shall reimburse you for, the reasonable legal
fees up to $2,000 and disbursements incurred by you in connection with the
drafting and negotiation of this Agreement.

ENTIRE AGREEMENT

This Agreement contains the entire agreement between us with respect to the
subject matter hereof. Any and all other oral or written representations,
agreements, arrangements or understandings between us are hereby terminated.

                                    * * * * *

We trust that the above will be acceptable to you and we ask that you indicate
your acceptance of this offer by signing the enclosed copy of this letter and
returning it to my attention by July 5, 2002. This offer becomes null and void
should the signed acceptance not be returned to me by that time.

Jim, we look forward to welcoming you to the Geac team.

Sincerely,

Geac Enterprise Solutions, Inc.

By:  "Paul D. Birch"
     -----------------------------------
     Paul D. Birch, President

Geac Computer Corporation Limited

By:  "Paul D. Birch"
     -----------------------------------
     Paul D. Birch, President and
          Chief Executive Officer

ACCEPTED:

"James M. Travers"
- -----------------------------------------
James M. Travers                                  Date:  July 5, 2002

                                       7

                                  Schedule "A"

                                EBITDA Definition

With respect to GCCL and its subsidiaries for any fiscal period, an amount equal
to:

(a)      Consolidated Net Income for such period plus;

(b)      To the extent deducted in the calculation of Consolidated Net Income
         and without duplication:

         (i)      depreciation and amortization for such period,

         (ii)     other non-cash charges for such period,

         (iii)    income tax expense for such period,

         (iv)     Consolidated Total Interest Income/Expense for such period,

         (v)      the aggregate amount of one time non-recurring expenses and/or
                  charges or gains in the disposition of businesses taken by
                  GCCL and its subsidiaries in the fiscal year ending April 30,
                  2002, all of the above relating to the restructuring of the
                  business.

                                       8

                                  Schedule "B"

"Change in Control" means the occurrence of one or more of the following events:

1.       The sale, lease or transfer, in one or a series of related
         transactions, of all or substantially all of GCCL's assets considered
         on a consolidated basis to any person or company or combination of
         persons or companies;

2.       The adoption of a plan relating to the liquidation or dissolution of
         GCCL;

3.       The acquisition by any person or company or combination of persons or
         companies acting jointly or in concert of a direct or indirect interest
         in more than 50 percent of the ownership of GCCL or the voting power of
         the voting shares of GCCL by way of a purchase, merger or consolidation
         or otherwise (other than a creation of a holding company that does not
         involve a change in the beneficial ownership of GCCL as a result of
         such transaction);

4.       The amalgamation, merger or consolidation of GCCL with or into another
         corporation or the amalgamation or merger of another corporation into
         GCCL with the effect that immediately after such transaction the
         shareholders of GCCL immediately prior to such transaction hold less
         than 50 percent of the total voting power of all securities generally
         entitled to vote in the election of directors, managers or trustees of
         the person surviving such amalgamation, merger or consolidation; or

5.       During any period of two consecutive years, individuals who at the
         beginning of such period constitute the entire Board of Directors of
         GCCL shall cease for any reason to constitute a majority thereof unless
         the election, or the nomination for election by GCCL's stockholders, of
         each new director was approved by a vote of at least two-thirds of the
         directors then still in office who were directors at the beginning of
         such period or who, themselves, were approved during such period by the
         requisite two-thirds vote specified above.

"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by you during the 90-day period immediately following the
date on which you become aware of such circumstances:

1.       Any change to your employment conditions with Geac which would
         significantly reduce the nature or status of your responsibilities;

2.       A reduction by Geac in your annual compensation as of the date of the
         Change in Control;

                                       9

3.       The failure by Geac to continue in effect for your benefit any
         perquisites or participation in any employee benefit plan to which
         other employees of Geac are entitled, to the same extent to which any
         other employees enjoy such benefits;

4.       Any other change which would constitute "constructive dismissal" under
         applicable law; or

5.       Any change in the location of the principal office of Geac which causes
         you to substantially increase your travel time or relocate.

                                       10

                                  Schedule "C"

    Agreement Respecting Confidentiality, Exclusivity and Non-Solicitation

1.       Confidential Information

"Confidential Information" means information disclosed to me or acquired by me
as a result of my employment with Geac Enterprise Solutions, Inc. ("Geac") and
includes but is not limited to information relating to Geac and its affiliates'
products or developments of new or improved products, marketing strategy, sales
or business plans, the names and information about Geac and its affiliates'
past, present and prospective customers (to whom Geac or an affiliate has made a
proposal during the course of my employment) and clients, trade secrets and any
other information which is not in the public domain and which information can be
reasonably deemed confidential information whether or not such information is
explicitly identified as being confidential. "Confidential Information" shall
not include:

         (a)      Information that was known by me at the time it was disclosed
                  to me by Geac or an affiliate or was acquired by me; or

         (b)      Information that is or becomes publicly known or otherwise
                  enters the public domain through no wrongful act of mine; or

         (c)      Information that is received by me from a third party which
                  has no obligation to maintain it in confidence; or

         (d)      Information that is developed independently by me without use
                  of any Confidential Information.

2.       Use and Disclosure

While employed by Geac and following the termination of my employment, I shall
not, directly or indirectly, in any way use or disclose to any person any
Confidential Information. I agree and acknowledge that Confidential Information
of Geac and its affiliates is the exclusive property of Geac and its affiliates
and I shall hold all such Confidential Information in trust for Geac and its
affiliates. I confirm and acknowledge my fiduciary duty to use my best efforts
to protect Confidential Information; not to misuse such information; and to
protect such Confidential Information from any misuse, misappropriation, harm,
or interference by others in any manner whatsoever.

3.       Geac and Affiliates' Property

Upon ceasing employment with Geac, I will immediately turn over to Geac and its
affiliates all property then in my possession or under my control belonging to
Geac or its affiliates, or any past, present or prospective customer, client,
supplier or business partner of Geac or an affiliate.

                                       11

4.       Exclusivity and Dedication

During the period of my employment with Geac:

(a)      I shall devote my entire working time during the regular business hours
         assigned to my position with attention to such duties as may be
         assigned to me by Geac. During such time I shall faithfully and
         diligently serve and endeavour to further the interests of Geac and its
         affiliates;

(b)      I agree that I shall not engage in or become connected with:

         (i)      any other business during my regular business hours at Geac;
                  or

         (ii)     any business which is in competition with Geac or any of its
                  affiliates at any time.

5.       Conflicts

My employment with Geac does not now and shall not in the future conflict with
any obligations or interests that I have with any other person, business,
organization or former employer. I agree to notify Geac in writing immediately
upon having any knowledge to the contrary of any conflict or potential conflict.

6.       Non-Solicitation of Customers

I agree that during the term of this Agreement and for a period of 1 year
immediately following the termination of my employment with Geac, I shall not,
on my own behalf or on behalf of any person, firm, partnership, association,
corporation or business organization, entity or enterprise, directly or
indirectly, solicit, contact, call upon, communicate or attempt to communicate
with any customer or prospective customer of Geac or any of its affiliates or
any representative of any customer or prospective customer of Geac or any of its
affiliates, with a view to the sale or provision of any deliverable or service
competitive or potentially competitive with any deliverable or service sold or
provided or under development by Geac or any of its affiliates during the 1 year
immediately preceding the effective date of the termination of my employment.

7.       Non-Solicitation of Employees

I agree that while I am employed by Geac, and for a period of 1 year following
the termination of my employment with Geac, I shall not directly or indirectly,
solicit, induce or attempt to induce any employee of Geac or any of its
affiliates into leaving the Company's employment, nor shall I directly or
indirectly participate in any organization's recruitment or hiring of employees
of Geac or any of its affiliates.

8.       Term

This Agreement shall become effective when signed and shall terminate upon the
termination of my employment with Geac, except that paragraphs 1, 2, 3, 6 and 7
shall survive such termination.

                                       12

9.       Severability

I acknowledge that each paragraph of this Agreement is separate from each other
paragraph of this Agreement and if any one paragraph is found to be invalid, it
shall not invalidate the remainder of this Agreement.

10.      Jurisdiction

This Agreement shall be interpreted in accordance with the laws of the
jurisdiction in which it is signed.

11.      Independent Legal Advice

I acknowledge I have read and understood this Agreement and have had the
opportunity to obtain independent legal advice prior to the execution of this
Agreement. In the event that I did not obtain such advice, I shall not use the
absence of such advice in an attempt to obviate, alter, sever or otherwise
terminate this Agreement or any part thereof.

12.      Entire Agreement

This Agreement shall supersede any previous confidentiality agreement or similar
understanding which I may have had with Geac or any of its affiliates. Any
amendments to this Agreement must be made in writing and signed by both Geac and
me.

DATED at Alpharetta, GA, this 5th day of July, 2002.

"James M. Travers"
- ---------------------------
James M. Travers

James M. Travers
- ---------------------------
(Print)

EX-21.1

                   EXHIBIT 21.1 - LIST OF SUBSIDIARIES OF GEAC


GEAC COMPUTER CORPORATION LIMITED (CANADA) ("GEAC")

    -   GEAC CANADA LIMITED (CANADA) ("GCL")
        -   915873 Ontario Ltd. (Ontario)
            -   Geac (Canada) Services Limited (Ontario)
                     (formerly NBI Canada Inc.)
            -   Geac International Finance Corporation (Ireland)
            -   Geac Hungary Asset Management Company Limited (Hungary)
        -   915874 Ontario Ltd (Ontario)
        -   Geac Enterprise Solutions (Canada) Limited (Canada)
                (formerly Geac Computer Systems (Canada) Limited)
        -   877025 Alberta Ltd. (Alberta)
                (formerly 3037951 Nova Scotia Inc.)
        -   Geac Computers Hong Kong Limited (Hong Kong) [50% Geac; 50% GCL]


    -   GEAC COMPUTERS, INC. (MISSOURI) (USA)
        [Surviving corporation from merger between Geac Enterprise Delaware,
        Inc. and Geac Computers, Inc. on April 9, 2002.]
        -   Geac Enterprise Solutions, Inc. (Georgia)
            [Surviving corporation from merger between DBC Holding Corp. and
            Geac Enterprise Solutions, Inc. on April 4, 2002 and merger between
            JBA International, Inc. and Geac Enterprise Solutions, Inc. on
            April 12, 2002.]
        -   News Holdings Corp. (Delaware)
            -   Interealty Corp. (Colorado)
                -   PropertyChannel, Inc. (Virginia)(*)
        -   Remanco International, Inc. (Massachusetts)(*)
        -   Geac Library Systems, Inc. (Delaware)(*)


    -   GEAC COMPUTERS BRASIL LTDA (FORMERLY DBS) (BRAZIL)


    -   GEAC COMPUTERS (PUERTO RICO) INC. (PUERTO RICO)


    -   CAGE ACQUISITION INC. (DELAWARE) (USA)


    -   GEAC (UK) HOLDINGS LIMITED (FORMERLY GEAC LIMITED) (UNITED KINGDOM)
        -   Geac Software Solutions Limited (UK)
               (formerly Geac Computers (2) Limited)
        -   Geac Computer Systems (UK) Limited (UK)
            -   Geac Software Services Holdings Limited (U.K.)(*)
            -   Geac Software Services Medium Systems Limited (U.K.)(*)
        -   MAI United Kingdom Limited (UK)
        -   Remanco Systems Limited (UK)
        -   Mainpac Limited (UK)(*)
        -   Computer Library Services International Limited (UK)(*)

                                      -2-

    -   GEAC (UK) HOLDINGS LIMITED, continued
        -   Geac UK Limited (UK) ("GUKL")
        -   Tekserv Computer Services Limited (UK) ("TCSL")
            -   Geac Enterprise Solutions Holdings Limited (U.K.) ("GESHL")
                   [GUKL and TCSL]
                -   Geac Enterprise Solutions Limited (UK)
                       (formerly JBA International Limited)
                    -   JBA Investments Limited (UK)(*)
                    -   JBA (Northern) Limited (UK)(*)
                    -   JBA (Wessex) Limited (UK)(*)
                -   Geac Enterprise Solutions s.r.o. (Czech Republic)
                        (formerly JBA, spol. s.r.o.) [51% GESHL; 49% GS]
                -   Nexus Solutions Limited (UK)(*)
                -   JBA Property Management Limited (UK)(*)
                -   ACN 002 474 893 Pty Ltd (Australia)(*)
                        (formerly JBA International Pty. Ltd.)

                        -   ACN 007 235 609 Pty Ltd (HB&A Australia Pty.
                            Ltd.) (Australia)(*)
                                  -   ACN 004 842 611 Pty Ltd. (Australia)(*)
                                      (formerly HB&A Computer Services Pty Ltd.)
                                  -   ACN 006 036 728 Pty Ltd (Australia)(*)
                                      (formerly HB&A Systems Pty Limited)
                -   Geac Nordic A/S (Denmark)
                       (formerly JBA Nordic A/S)
                -   JBA Presys SA (France)
                    -   C.I.A.G. (France) [30%]
                -   JBA sp. z.o.o (Poland)
                -   JBA Software Products Lanka (Private) Limited (Sri Lanka)(*)
                -   JBA Software (Canada) Ltd. (Canada)
                    -   Progiciels JBA Quebec Inc. (Quebec) [15%]
                    -   JBA SA de CV (Mexico)
                -   Geac Enterprise Solutions Deutschland GmbH (Germany)
                    -   Geac Enterprise Solutions Austria GmbH (Austria)
                    -   JBA (Schweiz) AG (Switzerland)(*)
                -   Geac Enterprise Solutions Development Limited (UK)
                    -   Generator Systems (UK) Limited (UK)(*)
                    -   JBA Software Products (Ireland) Limited (Ireland)
                    -   Just-Sites.com Limited (UK) [19.9%](*)
                -   JBA (UK) Limited (UK)(*)
                -   JBA Asia (M) Sdn Bhd (Malaysia)(*)
                -   JBA International Phillippines, Inc. (Phillippines)(*)
                -   Inform Solutions Limited (UK)(*)
                -   JBA Employee Benefit Trustee Company Limited (UK)(*)
                -   JBA (Information Processing Services) Limited (UK)(*)
                -   Olympic Software Limited (UK)(*)
                -   Phoenix Business Systems Recovery Limited (UK)(*)

                                      -3-

    -   GEAC (UK) HOLDINGS LIMITED, continued
        -   Tekserv Computer Services Limited (UK), continued
            -   Geac Enterprise Solutions Holdings Limited (U.K.), continued
                -   Geac Enterprise Solutions (Ireland) Limited (Ireland)
                (formerly JBA (Ireland) Ltd.)


    -   AFRICAN MANAGEMENT DATA PTY LTD. (SOUTH AFRICA)


    -   GEAC COMPUTERS S.L. (SPAIN)


    -   GEAC ITALIA S.R.L. (ITALY)


    -   GEAC HOLDINGS APS (DENMARK)
        -   Geac Enterprise Solutions A/S (Denmark)
            -   Kiloware ApS (Denmark)


    -   GEAC FRANCE SA (FRANCE)
           (FORMERLY GEAC COMPUTERS FRANCE SA)


    -   GEAC BENELUX B.V. (THE NETHERLANDS)
        -   S.A. Geac N.V. (Belgium)
        -   Runtime Holdings B.V. (The Netherlands)(*)
            -   Runtime B.V. (The Netherlands)
        -   JBA Italia S.R.L. (Italy)
        -   Geac spol. s.r.o. (Czech Republic) ("GS")


    -   GEAC COMPUTERS JAPAN KK (JAPAN)


    -   GEAC COMPUTERS PHILIPPINES INC. (PHILIPPINES)


    -   GEAC COMPUTERS (SINGAPORE) PTE LTD (SINGAPORE)


    -   GEAC COMPUTERS (M) SDN. BHD. (MALAYSIA)


    -   GEAC COMPUTERS NZ LIMITED (NEW ZEALAND)


    -   MANAGEMENT DATA POLSKA SP. Z O.O. (POLAND)(*)


    -   MANAGEMENT DATA PRAHA SPOL S.R.O. (CZECH REPUBLIC)


    -   GEAC COMPUTERS PTY LTD (AUSTRALIA)
        -   Computer Library Services International (Australia) Pty Limited
            (Australia)(*)

                                      -4-

    -   CYBERGRAPHIC SYSTEMS GMBH (GERMANY)(*)






                           LEGEND FOR SUBSIDIARY LIST

        -   Subsidiary list contains all active and inactive subsidiaries of
            Geac Computer Corporation Limited as of October 1, 2002.

        -   (*) indicates inactive corporations.

        -   Direct subsidiaries of Geac Computer Corporation Limited appear in
            all caps text.

        -   Subsidiaries of subsidiaries have been indicated through additional
            indentations.

        -   None of these corporations are doing business under other business
            names.

        -   The jurisdiction of incorporation for each corporation is indicated
            in round brackets following the corporate name.

        -   In instances where subsidiaries are not wholly owned by Geac
            Computer Corporation Limited or one of Geac's subsidiaries or
            ownership is held by multiple corporations, the applicable
            information and respective ownership interests have been included in
            square brackets following the name of the corporation.

EX-23.4

                                                                   Exhibit 23.4

                      [PRICEWATERHOUSECOOPERS LETTERHEAD]




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in this Registration Statement on Form F-4 of Geac
Computer Corporation Limited of our report dated June 14, 2002 relating to the
consolidated financial statements of Geac Computer Corporation Limited, which
appear in such Registration Statement. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Chartered Accountants

Toronto, Canada
February 6, 2003

EX-23.5

                                                                   Exhibit 23.5

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in this Registration Statement on Form F-4 of Geac
Computer Corporation Limited of our report dated January 15, 2002, except for
the last paragraph of Note 9 as to which the date is March 6, 2002 relating to
the financial statements of Extensity, Inc., which appears in such Registration
Statement. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.



/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
San Jose, California
February 6, 2003

EX-99.1

                                     PROXY
                                                                    Exhibit 99.1


                                Extensity, Inc.

                       Proxy Solicited by Extensity, Inc.

                    for the Special Meeting of Stockholders


                          to be held on March 3, 2002




The undersigned hereby appoints Robert Spinner and Sharam Sasson, and each of
them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all shares of stock of Extensity, Inc. that the
undersigned may be entitled to vote at the Special Meeting of Stockholders of
Extensity to be held at the law offices of Cooley Godward LLP, located at 3175
Hanover Street, Palo Alto, California on Monday, March 3, 2003 at 9:30 a.m.,
(local time), and at any and all postponements, continuations and adjournments
thereof, with all the powers the undersigned would possess if personally
present, upon and in respect of the following matters and in accordance with the
following instructions, with discretionary authority as to any and all other
matters that may properly come before the meeting.



Unless a contrary direction is indicated, this proxy will be voted for Proposal
1 and for Proposal 2, as more specifically described in the proxy statement. If
specific instructions are indicated, this proxy will be voted in accordance
therewith.



              (Continued and to be dated and signed on other side)



- -----------
SEE REVERSE
   SIDE
- -----------




EXTENSITY, INC.
C/O Equiserve Trust Company N.A.
P.O. Box 8694
Edison, NJ 08818-8694

                        Please date, sign and mail your
                      Proxy card back as soon as possible!

                        Special Meeting of Stockholders
                                EXTENSITY, INC.
                                 March 3, 2003

Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to Extensity, Inc., 2200 Powell Street, Suite 300,
Emeryville, California 94608.

MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 1.

PROPOSAL 1: To adopt and approve the Amended and Restated Agreement and Plan of
            Merger dated as of February 4, 2003 among Geac Computer Corporation
            Limited, Geac Computers, Inc. and Cage Acquisition Inc., each a
            subsidiary of Geac, and Extensity, Inc. and the merger described
            therein.

                    [ ] For     [ ] Against     [ ] Abstain



PROPOSAL 2: To grant Extensity's management discretionary authority to adjourn
            the special meeting to a date or dates not later than April 2, 2003,
            if necessary to enable Extensity's management to solicit additional
            proxies with respect to the merger.

                    [ ] For     [ ] Against     [ ] Abstain


MARK HERE IF YOU PLAN TO ATTEND THE MEETING     [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT   [ ]

Please sign your name exactly as it appears hereon. If stock is registered in
the names of two or more persons, each should sign. Executors, administrators,
trustees, guardians and attorneys-in-fact should add their titles. If a signer
is a corporation, please give full corporate name and have a duly authorized
officer sign, stating title. If signer is a partnership, please sign in
partnership name by authorized person.


Signature: _____________ Date: ________  Signature: _____________ Date: ________

EX-99.2

                                                                    Exhibit 99.2

                   FORM OF ELECTION AND LETTER OF TRANSMITTAL
                     TO ACCOMPANY CERTIFICATES FOR SHARES OF
                                 COMMON STOCK OF
                                 EXTENSITY, INC.


This Form of Election and Letter of Transmittal is being delivered to holders of
common stock of Extensity, Inc. in connection with the proposed merger of
Extensity and Cage Acquisition Inc., a subsidiary of Geac Computer Corporation
Limited, pursuant to the Agreement and Plan of Merger, dated as of August 26,
2002, as amended and restated on December 20, 2002, and February 4, 2003, among
Extensity, Cage Acquisition Inc., Geac Computers, Inc. and Geac, as described in
the accompanying proxy statement/prospectus. The accompanying proxy
statement/prospectus provides detailed information about Geac, Extensity and the
merger. Please give this information your careful attention. For a more complete
description of the merger and the risk factors you should consider in making
your election, you should carefully consider the discussions in the sections
entitled "Risk Factors" and "The Merger." In the merger, each holder of shares
of Extensity common stock ("Extensity Shares") may elect to receive either 0.627
of a Geac common share or $1.75 in cash in exchange for each Extensity Share
held (each such amount to be subject to adjustment as described in the
accompanying proxy statement/prospectus), provided that such election is timely
and properly made. The deadline for making a timely election has been set as
5:00 p.m., Eastern Standard Time on the last business day before the closing of
the merger (the "Election Deadline"). The merger is expected to close as soon as
practicable after the special meeting of Extensity stockholders on March 3,
2003. Unless the special meeting is adjourned to enable Extensity management to
solicit additional proxies in favor of the merger (as described in the
accompanying proxy statement/prospectus), Geac and Extensity anticipate the
closing of the merger will take place on March 3, 2003, in which case the
Election Deadline will be 5:00 p.m., Eastern Standard Time on February 28, 2003.
If the special meeting is adjourned, Geac and Extensity will promptly make a
public announcement of the time, date, and place at which the adjourned special
meeting will be held, and of the new anticipated closing date and Election
Deadline. If you surrender your shares of Extensity common stock ("Extensity
Shares") in connection with making an election, you will not be able to sell
those Extensity Shares unless you revoke your election in the manner described
below prior to the Election Deadline.


- --------------------------------------------------------------------------------
   To be effective, this Form of Election and Letter of Transmittal, properly
completed and signed in accordance with the accompanying instructions, together
with certificates representing Extensity Shares ("Extensity Stock Certificates")
   covered hereby (unless you complete Block H in accordance with the enclosed
  instructions), must be received by Computershare Trust Company of Canada, as
  Exchange Agent, at the appropriate address set forth below, no later than the
  Election Deadline, i.e., 5:00 p.m. Eastern Standard Time on the business day
   prior to the closing of the merger. Please use the enclosed brown envelope,
                 addressed to the Exchange Agent, to return this
                  Form of Election and Letter of Transmittal.
- --------------------------------------------------------------------------------

   PLEASE READ AND FOLLOW CAREFULLY THE INSTRUCTIONS ACCOMPANYING THIS FORM OF
 ELECTION AND LETTER OF TRANSMITTAL, WHICH SET FORTH THE REQUIREMENTS THAT NEED
           TO BE COMPLIED WITH IN ORDER TO MAKE AN EFFECTIVE ELECTION.

ALL EXTENSITY STOCKHOLDERS SHOULD COMPLETE BLOCK A (SEE INSTRUCTIONS 1 AND 2)

                                     BLOCK A
 ACCOUNT INFORMATION AND DESCRIPTION OF EXTENSITY STOCK CERTIFICATES SURRENDERED

Please fill in. (Attach schedule if necessary)



NAME(S) AND ADDRESS OF REGISTERED HOLDER(S)
If there is any error in the name or address shown below, please make the                             Total Number of Shares
necessary corrections                                                        Certificate No (s)       represented by Certificate
- -------------------------------------------------------------------------    ------------------       --------------------------
                                                                                                
                                                                             ------------------       --------------------------
                                                                             ------------------       --------------------------
                                                                             ------------------       --------------------------
                                                                             ------------------       --------------------------
                                                                             ------------------       --------------------------
                                                                                         Total:
                                                                             ------------------       --------------------------


ALL EXTENSITY STOCKHOLDERS SHOULD COMPLETE BLOCK B  (SEE INSTRUCTION 3)
- --------------------------------------------------------------------------------

                                     BLOCK B
                           CASH AND/OR SHARE ELECTION

You must mark one of the following boxes to make an election. Please mark only
one of these boxes. If you fail to make any election, you will receive cash for
all of your Extensity Shares.

                                                  
[ ]     Mark this box to       [ ]     Mark this         [ ]     Mark this box to receive a combination of Geac common shares and
        receive Geac common            box to receive            cash.  Insert the number of Extensity Shares for which you are
        shares for all of              cash for all of           electing to receive Geac common shares, and insert the number of
        your Extensity                 your Extensity            Extensity Shares remaining for which you are electing to receive
        Shares.                        Shares                    cash.

                                                                 ___________ Extensity Shares to be exchanged for Geac common shares

                                                                 ___________ Extensity Shares to be exchanged for cash



IF YOU WOULD LIKE YOUR STOCK OR CASH CONSIDERATION TO BE ISSUED IN ANOTHER NAME,
YOU SHOULD COMPLETE BLOCK C (SEE INSTRUCTION 4)

                                     BLOCK C
                    SPECIAL TRANSFER OR PAYMENT INSTRUCTIONS

The check and/or Geac common share certificates will be issued in the name(s)
printed in Block A unless you indicate a different name and complete the
required information below. In this case, a Signature Guarantee must be provided
in Block F (See Instruction 7).

IMPORTANT: The Substitute Form W-9 in Block I must be completed by the new
account holder.


New Account Information:

- --------------------------------------------------------------------------------
(First, Middle and Last Name)

- --------------------------------------------------------------------------------
(Street Address and Number)

- --------------------------------------------------------------------------------
(City, State/Province, Postal (Zip) Code and Country)

- --------------------------------------------------------------------------------
(Area Code and Daytime Phone)

- --------------------------------------------------------------------------------
(Social Security / Taxpayer ID Number)



IF YOU WOULD LIKE YOUR STOCK OR CASH CONSIDERATION TO BE DELIVERED TO ANOTHER
ADDRESS, YOU SHOULD COMPLETE BLOCK D. (SEE INSTRUCTION 5)

                                     BLOCK D
                          SPECIAL DELIVERY INSTRUCTIONS

The check and/or Geac common share certificates will be mailed to the address
shown in Block A unless you check the box and complete the required information
below. In this case, a Signature Guarantee must be provided in Block F (See
Instruction 7).

[ ] Deliver Check and/or Shares to following address:


- --------------------------------------------------------------------------------
(Name)


- --------------------------------------------------------------------------------
(Street Address and Number)


- --------------------------------------------------------------------------------
(City, State/Province, Postal (Zip) Code and Country)

IF YOU WOULD LIKE YOUR STOCK OR CASH CONSIDERATION TO BE HELD FOR PICK-UP, YOU
SHOULD COMPLETE BLOCK E

                                     BLOCK E

[ ]  Hold Check and/or Shares for Pick-Up

ALL EXTENSITY STOCKHOLDERS SHOULD COMPLETE BLOCK F  (SEE INSTRUCTIONS 6-8)

                                     BLOCK F
                       REQUIRED SIGNATURES AND INFORMATION

                                                                         
- -----------------------------------------------------         ----------       -----------------------------------------------------
Signature of Stockholder or Authorized Representative         Date             (Street Address and Number)

- -----------------------------------------------------         ----------       -----------------------------------------------------
Signature of Stockholder (if Joint Account)                   Date             (City, State/Province, Postal (Zip) Code and Country)

                                                                               (    )                 (   )
- -----------------------------------------------------                          ---- ----------------- --- -------------------------
Name of Stockholder (please print or type)                                     (Daytime Phone)        (Evening Phone)

- -----------------------------------------------------
Name of Representative (if applicable)



Signature guaranteed by: (if required under Instruction 7)


- -----------------------------------------------------         -----------
Authorized Signature Representative                           Date

- -----------------------------------------------------
Name of Guarantor (please print or type)

- -----------------------------------------------------
Address of Guarantor (please print or type)




IF YOUR STOCK CERTIFICATES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY, YOU SHOULD COMPLETE BLOCK G (SEE INSTRUCTION 9)

                                     BLOCK G
                          NOTICE OF GUARANTEED DELIVERY

                                                    
[ ]  Mark this box if Extensity Shares are being
     delivered pursuant to a Notice of Guaranteed         Date of Execution of Notice of
     Delivery and complete the following:                 Guaranteed Delivery:
                                                                               ----------------------------------

     Name of Registered                                   Name of Institution that
     Holder:                                              Guaranteed Delivery:
            -------------------------------------                              ----------------------------------



IF YOU HAVE LOST OR DESTROYED YOUR EXTENSITY STOCK CERTIFICATE(S), YOU SHOULD
COMPLETE BLOCK H (SEE INSTRUCTION 10)

                                     BLOCK H
                        LOST EXTENSITY STOCK CERTIFICATES

[ ]   Mark this box if your Extensity Stock Certificates are lost or
      destroyed. By signing Block F of this Form of Election and Letter of
      Transmittal, you certify that:

      (i)   you are the lawful owner of the Extensity Shares described in the
            accompanying Affidavit of Lost or Destroyed Certificates,

      (ii)  you have made a diligent search for the Extensity Stock
            Certificate(s), and have been unable to find it (them), and

      (iii) you have completed the accompanying Affidavit of Lost or Destroyed
            Certificates and have included it in the enclosed brown envelope
            with this Form of Election and Letter of Transmittal.


UNLESS YOU HAVE COMPLETED BLOCK H, YOU SHOULD ACCOMPANY YOUR EXTENSITY STOCK
CERTIFICATES WHEN RETURNING THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL. DO
NOT SIGN EXTENSITY STOCK CERTIFICATES. (SEE INSTRUCTIONS 1-2)



ALL EXTENSITY STOCKHOLDERS SHOULD COMPLETE BLOCK I  (SEE INSTRUCTIONS 11)

                                                                               
- -------------------------------------------------------------------------------------------------------------------------------
BLOCK I                            PART 1- Taxpayer Identification Number -           Social Security Number(s) (if awaiting
SUBSTITUTE W-9                     For All Accounts, enter your "TIN" in the       TIN, write "Applied For")
                                   space provided to the right. (For most
                                   individuals, this is your social security
Department of the Treasury         number. If you do not have a TIN, see              Or
Internal Revenue Service           "Obtaining a Number" in the enclosed               ------------------------------------------
Request for Taxpayer               Guidelines).                                       Employer Identification Number(s) (If
Identification Number (TIN) and                                                       awaiting TIN, write "Applied For")
Certification                      CERTIFY BY SIGNING AND DATING BELOW



- --------------------------------------------------------------------------------
PART 2- For Payees Exempt from Backup Withholding, see the enclosed Guidelines
and complete as instructed therein.

- --------------------------------------------------------------------------------
PART 3-- Certification-- Under penalties of perjury, I certify that:

(1)   The number shown on this form is my correct TIN (or I am waiting for a TIN
      to be issued to me); and

(2)   I am not subject to backup withholding because:

      (a)   I am exempt from backup withholding,

      (b)   I have not been notified by the Internal Revenue Service ("IRS")
            that I am subject to backup withholding as a result of a failure to
            report all interest or dividends, or

      (c)   the IRS has notified me that I am no longer subject to backup
            withholding; and

(3)   I am a U.S. person (including U.S. resident alien).

CERTIFICATION INSTRUCTIONS. You must cross out Item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.

Signature of U.S. Person                                   Date
                         --------------------------------       ----------------

NOTE: Failure to furnish your correct TIN may result in a $50 penalty imposed by
the Internal Revenue Service and in backup withholding of certain payments made
to you pursuant to the merger. Please review the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional details.

You must complete the following certification if you wrote "Applied For" in Part
1 of Substitute Form W-9
- --------------------------------------------------------------------------------

CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate IRS
Center or Social Security Administration office or (b) I intend to mail or
deliver an application in the near future. I understand that if I do not provide
a TIN by the time of payment, reportable payments made thereafter to me may be
subject to backup withholding until I provide a number.

Signature                                            Date
          -----------------------------------------       --------------------

                           INSTRUCTIONS FOR COMPLETING

                 THE FORM OF ELECTION AND LETTER OF TRANSMITTAL

         These instructions are for the accompanying Form of Election and Letter
of Transmittal being delivered to holders of shares of common stock of
Extensity, Inc. ("Extensity Shares"). All elections are subject to the terms of
the merger agreement, a copy of which has been furnished to stockholders as part
of the accompanying proxy statement/prospectus.


         It is very important that you complete, sign and return the Form of
Election and Letter of Transmittal to Computershare Trust Company of Canada, the
Exchange Agent, so that the Exchange Agent receives the documents before 5:00
P.M., Eastern Standard Time, on the business day prior to the closing of the
merger (the "Election Deadline"). The merger is expected to close as soon as
practicable after the special meeting of Extensity stockholders on March 3,
2003. Unless the special meeting is adjourned to enable Extensity management to
solicit additional proxies in favor of the merger (as described in the
accompanying proxy statement/prospectus), Geac and Extensity anticipate the
closing of the merger will take place on March 3, 2003, in which case the
Election Deadline will be 5:00 p.m., Eastern Standard Time on February 28, 2003.
If the special meeting is adjourned, Geac and Extensity will promptly make a
public announcement of the time, date, and place at which the adjourned special
meeting will be held, and of the new anticipated closing date and Election
Deadline.


         Please use the enclosed brown envelope, addressed to the Exchange
Agent, to return the Form of Election and Letter of Transmittal. Unless you have
lost your Extensity Stock Certificates (see Instruction 10), or submit your
Extensity Shares by book-entry transfer (see Instruction 2) or by Guaranteed
Delivery (see Instruction 9), be sure to enclose all your Extensity Stock
Certificates with your completed Form of Election and Letter of Transmittal in
the brown envelope. All Extensity Stock Certificates must be submitted with the
Form of Election and Letter of Transmittal no matter what election you make,
unless an exception applies as discussed below. After you surrender your
Extensity Shares as required in order to make an election, you will not be able
to sell those Extensity Shares, unless you revoke your election in the manner
described below prior to the Election Deadline.

         The accompanying proxy statement/prospectus provides detailed
information about Geac, Extensity and the merger. Please give this information
your careful attention. For a more complete description of the merger and the
risk factors you should consider in making your election, you should carefully
consider the discussions in the sections entitled "Risk Factors" and "The
Merger."

         The Exchange Agent and Geac are authorized in their sole discretion to
determine whether an election has been validly and timely made and to disregard
what they consider to be immaterial defects. Elections will not be effective
until all defects or irregularities that have not been waived by Geac or the
Exchange Agent have been corrected.

         THE METHOD USED TO DELIVER THE FORM OF ELECTION AND LETTER OF
TRANSMITTAL AND ANY ACCOMPANYING EXTENSITY STOCK CERTIFICATES IS AT THE OPTION
AND RISK OF THE HOLDER, AND DELIVERY WILL BE DEEMED EFFECTIVE ONLY WHEN SUCH
DOCUMENTS ARE ACTUALLY RECEIVED BY THE EXCHANGE AGENT. EXTENSITY RECOMMENDS THAT
THE NECESSARY DOCUMENTATION BE HAND DELIVERED TO EITHER THE EXCHANGE AGENT OR
THE U.S. FORWARDING AGENT, AS APPLICABLE, AT ANY OF THEIR OFFICES SPECIFIED
BELOW, AND A RECEIPT OBTAINED, OR DELIVERED BY REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED. SHAREHOLDERS WHOSE EXTENSITY SHARES ARE
REGISTERED IN THE NAME OF A BROKER, INVESTMENT DEALER, BANK, TRUST COMPANY OR
OTHER NOMINEE SHOULD CONTACT THAT NOMINEE FOR ASSISTANCE IN DELIVERING THOSE
EXTENSITY SHARES.

1.       ACCOUNT INFORMATION AND DESCRIPTION OF EXTENSITY STOCK CERTIFICATES
         SURRENDERED (Block A)

         The Form of Election and Letter of Transmittal shows in Block A the
registration of your account as reflected on the records of Extensity at the
time of mailing these instructions. Mark through any incorrect address
information that is printed in Block A on the Form of Election and Letter of
Transmittal. Clearly print or type your correct address in the space beside the
printed information.

2.       SHARES HELD BY A BROKER, BANK OR OTHER NOMINEE; BOOK-ENTRY TRANSFER
         (Block A)

         If some or all of your shares are held in "street name" by a broker,
bank or other nominee, please contact your broker, bank or other nominee for
instructions on what to do with those shares, and follow those instructions.

3.       CASH AND/OR SHARE ELECTIONS  (Block B)

         The merger agreement allows you to choose the form of consideration you
receive in exchange for your Extensity Shares. You may choose to receive all
cash, all Geac common shares or a combination of cash and Geac common shares.
Stockholders receiving any Geac common shares as consideration in the merger
will receive cash in lieu of any fractional Geac common shares they would
otherwise be entitled to receive. For more information, please refer to the
accompanying proxy statement/prospectus.

IF YOU FAIL TO SUBMIT A PROPERLY COMPLETED FORM OF ELECTION AND LETTER OF
TRANSMITTAL PRIOR TO THE ELECTION DEADLINE, YOU WILL BE TREATED AS THOUGH YOU
HAD MADE A CASH ELECTION FOR ALL OF YOUR EXTENSITY SHARES. UNLESS YOU HAVE LOST
YOUR EXTENSITY STOCK CERTIFICATES, OR SUBMIT YOUR SHARES BY BOOK-ENTRY TRANSFER
OR BY GUARANTEED DELIVERY, YOUR FORM OF ELECTION AND LETTER OF TRANSMITTAL MUST
BE ACCOMPANIED BY YOUR EXTENSITY STOCK CERTIFICATES.

4.       SPECIAL TRANSFER OR PAYMENT INSTRUCTIONS (Block C)

         The Form of Election and Letter of Transmittal shows in Block A the
registration of your account as reflected on the records of Extensity at the
time of mailing these instructions. If you want your Geac common shares
registered in, and/or your check made payable to, a name or names different from
the name(s) printed on Block A, please complete Block C and provide a Signature
Guarantee in Block F (See Instruction 7).

5.       SPECIAL DELIVERY INSTRUCTIONS (Block D)

         The Form of Election and Letter of Transmittal shows in Block A the
registration of your account as reflected on the records of Extensity at the
time of mailing these instructions. If you want your Geac common shares and/or
check delivered to an address different from the address printed on Block A,
please complete Block D and provide a Signature Guarantee in Block F (See
Instruction 7).

6.       REQUIRED SIGNATURES AND INFORMATION  (Block F)

         All stockholders listed on the account must sign the Form of Election
and Letter of Transmittal. Please be sure to include your address and daytime
and evening telephone numbers in case we need to contact you (though neither
Geac, Extensity nor the Exchange Agent is under any obligation to do so). This
Form of Election and Letter of Transmittal must be filled in and signed by the
holders of the Extensity Shares making the election described above or by such
holders' duly authorized representative(s) (in accordance with Instructions 7
and 8).

         (a) If this Form of Election and Letter of Transmittal is signed by the
         registered owner(s) of the accompanying certificate(s), such
         signature(s) on this Form of Election and Letter of Transmittal must
         correspond with the name(s) as registered or as written on the face of
         such certificate(s) without any change whatsoever, and the
         certificate(s) need not be endorsed. If such deposited certificate(s)
         are owned of record by two or more joint owners, all such owners must
         sign the Form of Election and Letter of Transmittal.

         (b) If this Form of Election and Letter of Transmittal is signed by a
         person other than the registered owner(s) of the accompanying
         certificate(s):

                  (i) such surrendered certificate(s) must be endorsed or be
                  accompanied by appropriate share transfer power of attorney
                  duly and properly completed by the registered owner(s); and

                  (ii) the signature(s) on such endorsement or share transfer
                  power of attorney must correspond exactly to the name(s) of
                  the registered owner(s) as registered or as appearing on the
                  certificate(s) and must be guaranteed as noted in Instruction
                  7 below. Please refer to Instruction 3, "SPECIAL TRANSFER OR
                  PAYMENT INSTRUCTIONS" for further details.

7.       GUARANTEE OF SIGNATURES (Block F)

         If this Form of Election and Letter of Transmittal is signed by a
person other than the registered owner(s) of the Extensity Shares, or if merger
consideration (cash and/or Geac shares) is to be issued to a person other than
the registered owner(s) or sent to an address other than the address of the
registered owner(s) as shown on the records of Extensity, the signature on the
Form of Election and Letter of Transmittal must be guaranteed by an Eligible
Institution, or in some other manner satisfactory to the Exchange Agent (except
that no guarantee is required if the signature in Block B is itself that of an
Eligible Institution).

         An "Eligible Institution" means a member of the Securities Transfer
Agent Medallion Program (STAMP), a member of the New York Stock Exchange Inc.
Medallion Signature Program (MSP), a Canadian schedule 1 chartered bank, a major
trust company in Canada, or a member of the Stock Exchanges Medallion Program
(SEMP). Members of these programs are usually members of a recognized stock
exchange in the United States or Canada, members of the National Association of
Securities Dealers in the United States, members of the Investment Dealers
Association of Canada, or banks and trust companies in the United States or
Canada.

8.       FIDUCIARIES, REPRESENTATIVES AND AUTHORIZATIONS (Block F)

         Where this Form of Election and Letter of Transmittal is executed by a
person on behalf of an executor, administrator, trustee, guardian, corporation,
partnership or association, or is executed by any other person acting in a
representative or fiduciary capacity, this Election Form and Letter of
Transmittal must be accompanied by satisfactory evidence of their proof of
appointment and authority to act. Any of Geac, Extensity or the Exchange Agent,
at its discretion, may require additional evidence of appointment or authority
or additional documentation.

9.       NOTICE OF GUARANTEED DELIVERY (Block G)

         If an Extensity Shareholder wishes to deposit Extensity Shares in
connection with the merger and (i) the certificates representing such Extensity
Shares are not immediately available or (ii) the Extensity Shareholder cannot
deliver the certificates representing such Extensity Shares and all other
required documents to the Exchange Agent or the U.S. Forwarding Agent on a
timely basis at or prior to the Election Deadline, such Extensity Shares may
nevertheless be deposited by means of a notice of guarantee delivery provided
that all of the following conditions are met.

         (a) such a deposit is made by or through an Eligible Institution (as
         defined in Instruction 7):

         (b) a properly completed and duly executed Notice of Guaranteed
         Delivery in the form accompanying this Form of Election and Letter of
         Transmittal, or an originally signed facsimile copy thereof, is
         received by the Exchange Agent at its office in Toronto specified in
         the Notice of Guaranteed Delivery on or before the third trading day on
         the Nasdaq exchange following the Election Deadline; and


         (c) the certificates representing the deposited Extensity Shares in
         proper form for transfer together with a properly completed and duly
         executed copy of the Form of Election and Letter of Transmittal, or an
         originally signed facsimile copy thereof, must be received at the
         Toronto office of the Exchange Agent at or before 5:00 p.m. (Toronto
         time) on the third trading day on the Nasdaq exchange following the
         Election Deadline.


         The Notice of Guaranteed Delivery may be delivered by hand or courier,
transmitted by facsimile transmission or delivered by mail to the Exchange Agent
at its office in Toronto specified in the Notice of Guaranteed Delivery not
later than the Election Deadline and must include a guarantee to deliver by an
Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.
Delivery to any office or transmission other than to the specified office or
facsimile number does not constitute delivery for this purpose.

10.      LOST EXTENSITY STOCK CERTIFICATES  (Block H)

         If an Extensity Stock Certificate has been lost or destroyed, this Form
of Election and Letter of Transmittal, including Block H, should be completed
and forwarded to the Exchange Agent. In addition, an Affidavit of Lost or
Destroyed Certificates, the form of which accompanies this Form of Election and
Letter of Transmittal, should also be forwarded to the Exchange Agent. If an
Extensity Stock Certificate has been lost or destroyed, please ensure that you
provide your telephone number to the Exchange Agent in case they need to contact
you (though neither Geac, Extensity nor the Exchange Agent is under any
obligation to do so).

11.      TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING (Block I)

         United States federal income tax law generally requires that a holder
of Extensity Shares who receives cash in exchange for Extensity Shares,
including cash instead of fractional Geac common shares, must provide the
Exchange Agent with his correct Taxpayer Identification Number ("TIN"), which,
in the case of a holder of Extensity Shares who is an individual, is generally
the individual's social security number. If the Exchange Agent is not provided
with the correct TIN or an adequate basis for an exemption, such holder may be
subject to a $50 penalty imposed by the Internal Revenue Service and backup
withholding at a rate of 30% may be imposed upon the gross proceeds of any
payment received hereunder. If withholding results in an overpayment of taxes, a
refund may be obtained. Please consult your tax advisor regarding obtaining
refunds.

         To avoid backup withholding, each holder must provide his correct TIN
by completing the "Substitute Form W-9" set forth on the reverse side of the
Form of Election and Letter of Transmittal, which requires such holder to
certify under penalties of perjury, (1) that the TIN provided is correct (or
that such holder is awaiting a TIN), (2) that (i) the holder is not subject to
or exempt from backup withholding, (ii) the holder has not been notified by the
Internal Revenue service that he is subject to backup withholding as a result of
a failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the holder that he is no longer subject to backup
withholding, and (3) that the holder is a U.S. person (including a resident
alien). Each holder should complete Substitute Form W-9 regardless of whether
the holder has previously furnished a TIN or the certification on Substitute
Form W-9 with respect to dividend payments.

         Exempt holders (including, among others, all corporations) are not
subject to these backup withholding and reporting requirements. To prevent
possible erroneous backup withholding, an exempt holder must enter its correct
TIN in Part 1 of Substitute Form W-9, write "Exempt" in Part 2 of such form, and
sign and date the form. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions. In order for a nonresident alien or foreign entity to
prevent backup withholding, such person must timely submit a completed Form
W-8BEN ("Certificate of Foreign Status") signed under penalties of perjury
attesting to such exempt status. Such form may be obtained from the Exchange
Agent.

         If Extensity Shares are held in more than one name or are not in the
name of the actual owner, consult the W-9 Guidelines for information on which
TIN to report. If you do not have a TIN, consult the W-9 Guidelines for
instructions on applying for a TIN, write "Applied For" in the space for the TIN
in Part 1 of the Substitute Form W-9, and sign and date the Substitute Form W-9
and the Certificate of Awaiting Taxpayer Identification Number set forth herein.
If you do not provide your TIN to the Exchange Agent within 60 days, backup
withholding will begin and continue until you furnish your TIN to the Exchange
Agent. Note: Writing "Applied For" on the form means that you have already
applied for a TIN or that you intend to apply for one in the near future.

12.      MISCELLANEOUS

         (a)      If the space on this Form of Election and Letter of
                  Transmittal is insufficient to list all required information,
                  you may include such information on one or more separate
                  signed sheets and attach them to this Form of Election and
                  Letter of Transmittal.

         (b)      If deposited Extensity Shares are registered in different
                  forms (e.g. `John Doe' and `J. Doe'), a separate Form of
                  Election and Letter of Transmittal should be signed for each
                  different registration. You may photocopy the enclosed Form of
                  Election and Letter of Transmittal, or contact the Exchange
                  Agent at the address below for additional copies.

         (c)      No alternative, conditional or contingent surrender of
                  Extensity Shares will be accepted.

         (d)      Any revocation or change of an election must be made in
                  writing and received by the Exchange Agent prior to the
                  Election Deadline. In the event of a change of an election,
                  this notice must be accompanied by a properly completed and
                  signed election form indicating the changed election.

         (e)      This Form of Election and Letter of Transmittal and any
                  agreement resulting from this Form of Election and Letter of
                  Transmittal will be construed in accordance with and governed
                  by the laws of the State of Delaware.

         Additional copies of the proxy statement/prospectus, the Form of
Election and Letter of Transmittal and the Notice of Guaranteed Delivery may be
obtained from the Exchange Agent at any of its offices at the addresses listed
below.

                      DELIVERY ADDRESSES OF EXCHANGE AGENT:

                                                                               
By Mail:                                    By Hand or Courier:                      To U.S. Forwarding Agent by Hand or
(First Class)                               (FedEx, Airborne, UPS, DHL, USPS         Courier:
                                            Express Mail)                            (FedEx, Airborne, UPS, DHL, USPS
                                                                                     Express Mail)

Computershare Trust Company of Canada       Computershare Trust Company of Canada    Computershare Trust Company of New York
P.O. Box 7021                               100 University Avenue 9th Floor          Wall Street Plaza
31 Adelaide Street East                     Toronto Ontario Canada                   88 Pine Street 19th Floor
Toronto Ontario Canada                      M5J 2Y1                                  New York, New York 10005
M5C 3H2                                     Attention: Corporate Actions
Attention: Corporate Actions





Delivery of the Form of Election and Letter of Transmittal to an address other
than those set forth above will not constitute a valid delivery to the Exchange
Agent. If you send certificate(s) representing Extensity Shares with the Form of
Election and Letter of Transmittal by mail, it is recommended that you use
registered mail insured for 2% of their market value ($20.00 minimum), return
receipt requested.

For more information, please call toll free: 1-800-564-6253 or E-mail:
caregistryinfo@computershare.com


         GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
                               SUBSTITUTE FORM W-9

      GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER OF THE PAYEE
(YOU) TO GIVE THE PAYER. -- Social security numbers have nine digits separated
by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine
digits separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.



                                              GIVE THE SOCIAL SECURITY
       FOR THIS TYPE OF ACCOUNT:                     NUMBER OF --
                                           
1.  Individual                                The Individual

2.  Two or more individuals                   The actual owner of the
    (joint account)                           account or, if combined
                                              funds, the first
                                              individual on the
                                              account(1)

3.  Custodian account of a                    The minor (2)
    minor (Uniform Gift to
    Minors Act)

4.  a. The usual revocable                    The grantor-trustee(1)
    savings trust account
    (grantor is also trustee)

    b. So-called trust                        The actual owner(1)
    account that is not a
    legal or valid trust under
    state law

5.  Sole proprietorship                       The owner (3)




                                                 GIVE THE EMPLOYER
                                                IDENTIFICATION NUMBER
    FOR THIS TYPE OF ACCOUNT:                           OF --
                                           
6.  Sole proprietorship                       The owner(3)

7.  A valid trust, estate, or                 The legal entity(4)
    pension trust

8.  Corporate                                 The corporation

9.  Associates, club,                         The organization
    religious, charitable,
    educational, or other
    tax-exempt organization

10. Partnership                               The partnership

11. A broker or registered                    The broker or nominee
    nominee

12. Account with the                          The public entity
    Department of
    Agriculture in the name
    of a public entity (such
    as a state or local
    government, school
    district, or prison) that
    receives agricultural
    program payments


- --------------------------
(1)   List first and circle the name of the person whose number you furnish. If
      only one person on a joint account has a social security number, that
      person's number must be furnished.

(2)   Circle the minor's name and furnish the minor's social security number.

(3)   You must show your individual name, but you may also enter your business
      or "doing business as" name. You may use either your social security
      number of your employer identification number (if you have one).

(4)   List first and circle the name of the legal trust, estate, or pension
      trust. (Do not furnish the taxpayer identification number of the personal
      representative or trustee unless the legal entity itself is not designated
      in the account title.)

NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.

OBTAINING A NUMBER

      If you don't have a taxpayer identification number or your don't know your
number, obtain Form SS-5, Application for a Social Security Card, at the local
Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from withholding include:

      -     An organization exempt from tax under Section 501(a), an individual
            retirement account (IRA), or a custodial account under Section
            403(b)(7), if the account satisfies the requirements of Section
            401(f)(2).

      -     The United States or a state thereof, the District of Columbia, a
            possession of the United States, or a political subdivision or
            instrumentality of any one or more of the foregoing.

      -     An international organization or any agency or instrumentality
            thereof.

      -     A foreign government and any political subdivision, agency or
            instrumentality thereof.

Payees that may be exempt from backup withholding include:

      -     A corporation.

      -     A financial institution.

      -     A dealer in securities or commodities required to register in the
            United States, the District of Columbia, or a possession of the
            United States.

      -     A real estate investment trust.

      -     A common trust fund operated by a bank under Section 584(a).

      -     An entity registered at all times during the tax year under the
            Investment Company Act of 1940.

      -     A middleman known in the investment community as a nominee or
            custodian.

      -     A futures commission merchant registered with the Commodity Futures
            Trading Commission.

      -     A foreign central bank of issue.

      -     A trust exempt from tax under Section 664 or described in Section
            4947.

Payments of dividends and patronage dividends generally exempt from backup
withholding include:

      -     Payments to nonresident aliens subject to withholding under Section
            1441.

      -     Payments to partnerships not engaged in a trade or business in the
            United States and that have at least one nonresident alien partner.

      -     Payments of patronage dividends not paid in money.

      -     Payments made by certain foreign organizations.

      -     Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

      -     Payments of interest on obligations issued by individuals. Note: You
            may be subject to backup withholding if this interest if $600 or
            more and you have not provided your correct taxpayer identification
            number to the payer.


                                        2

      -     Payment of tax-exempt interest (including exempt-interest dividends
            under Section 852).

      -     Payments described in Section 6049(b)(5) to nonresident aliens.

      -     Payments on tax-free covenant bonds under Section 1451.

      -     Payments made by certain foreign organizations.

      -     Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to
avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE
FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

PRIVACY ACT NOTICE. -- Section 6109 requires you to provide your correct
taxpayer identification number to payers, who must report the payments to the
IRS. The IRS uses the number for identification purposes and may also provide
this information to various government agencies for tax enforcement or
litigation purposes. Payers must be given the numbers whether or not recipients
are required to file tax returns. Payers must generally withhold up to 30.5% of
taxable interest, dividends, and certain other payments to a payee who does not
furnish a taxpayer identification number to payer. Certain penalties may also
apply.

PENALTIES

(1)   FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you fail to
      furnish your taxpayer identification number to a payer, you are subject to
      a penalty of $50 for each such failure unless your failure is due to
      reasonable cause and not to willful neglect.

(2)   CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
      make a false statement with no reasonable basis that results in no backup
      withholding, you are subject to a $500 penalty.

(3)   CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
      certifications or affirmations may subject you to criminal penalties
      including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE


                                        3

EX-99.3

                                                                    Exhibit 99.3

                                                            [COMPUTERSHARE LOGO]

AFFIDAVIT OF LOST OR DESTROYED CERTIFICATE(S) - EXTENSITY, INC. COMMON STOCK

REGARDING THE PLAN OF MERGER WITH GEAC COMPUTER CORPORATION LIMITED

THIS FORM IS TO BE COMPLETED ONLY IF YOU CANNOT LOCATE YOUR CERTIFICATE(S) OF
EXTENSITY, INC.


Complete the boxes below only if you have lost your share certificate(s).
Failure to indicate which certificate number(s) are lost will negate this form
and as a result, no certificates will be deemed lost or misplaced. By signing
below, I/we acknowledge and enclose a payment for US$0.08 per share, minimum
US$15.00, to purchase the Surety Bond that is required to replace lost
certificate(s).



To calculate the premium that will be deducted from your entitlement, use this
formula
# of shares reported lost ____ X US$0.08 = _______ (total premium deducted)


Certificate Number(s)
________   FOR      _____ SHARES
________   FOR      _____ SHARES
________   FOR      _____ SHARES
________   FOR      _____ SHARES

This document needs to be sworn before a Notary Public with the appropriate
stamp of seal affixed. If no stamp or seal is obtainable, we require documentary
proof evidencing the appointment of the Notary Public or Commissioner for Oaths
from the Province, State or the Courts. In doing so, you will be swearing the
following statement:

The undersigned person(s) being fully sworn deposes and says that: "I am the
lawful owner of the above described certificate(s). The certificate(s) has not
been endorsed, cashed, negotiated, transferred, assigned or otherwise disposed
of. I have made a diligent search for the certificate(s) and have been unable to
find it (them), and make this Affidavit for the purpose of inducing liquidation
of the certificate(s) without surrender of the certificate(s). I hereby agree
that if the certificate(s) should ever come into my hands, custody or power, I
will immediately and without consideration surrender the certificate(s) to Geac
Computer Corporation Limited. In consideration of the proceeds of the shares
represented by the certificate(s), I agree to completely indemnify, protect and
save harmless Geac Computer Corporation Limited, Computershare Trust Company of
Canada, and any other party to the transaction (the "Obligees"), and Northern
Indemnity, Inc. from and against all loss, costs and damages, including court
costs and solicitors fees, which they may be subject to or liable for in respect
of the cancellation and replacement of the certificate(s), the sale of shares
represented thereby and the distribution of the proceeds of the certificate(s).
The rights accruing to the Obligees under the preceding sentences shall not be
limited by the negligence, inadvertence, accident, oversight or breach of any
duty or obligations on the part of the Obligees or their respective officers,
employees and agents of their failure to inquire into, contest, or litigate any
claim, whenever such negligence, inadvertence, accident, oversight, breach or
failure may occur or have occurred. I authorize Computershare Trust Company of
Canada to deliver this Affidavit to Northern Indemnity, Inc. which has
underwritten a bond of indemnity to protect the foregoing parties.

AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

I/We authorize you to act in accordance with my/our instructions set out above.
I/We acknowledge that these instructions supercede and have priority over all
previous instructions in respect to my/our holdings.

- ---------------            ----------------          --/---/-----
Signature                  Signature                 DD/MM/YYYY

The signatures must correspond with the name(s) printed on the lost
certificates, without any changes whatsoever.

SWORN AND SUBSCRIBED BEFORE ME



in the city of
               -----------------------------------
in the County/District of
                          --------------------------
this              day of              , 20    .
     ------------        -------------     ---   -------------------------------
                                                       NOTARY PUBLIC
                                                       AFFIX NOTARY SEAL

Note:    If you are acting on behalf of an estate or corporation, please advise
         Computershare Trust Company in writing of the loss of your
         certifcate(s), so that they may send you the appropriate documents.

EX-99.4

                                                                    Exhibit 99.4

            THIS IS NOT A FORM OF ELECTION AND LETTER OF TRANSMITTAL

                          NOTICE OF GUARANTEED DELIVERY
                         for Deposit of Common Shares of

                                 EXTENSITY, INC.

This Notice of Guaranteed Delivery must be used in connection the merger of Cage
Acquisition Corp., a subsidiary of Geac Computer Corporation Limited ("Geac")
with and into Extensity, Inc. ("Extensity") if certificates representing shares
of Extensity common stock ("Extensity Shares") are not immediately available for
delivery to Computershare Trust Company of Canada (the "Exchange Agent") or if
the Extensity Shares cannot be surrendered by book-entry transfer in time to
reach the Exchange Agent or the U.S. Forwarding Agent prior to the election
deadline, i.e., 5:00 p.m. Eastern standard time on the business day before the
closing of the merger (the "Election Deadline"). This Notice of Guaranteed
Delivery may be delivered by hand, mailed or transmitted by facsimile
transmission to the Toronto Office of the Exchange Agent only.

The terms and conditions of the accompanying Form of Election and Letter of
Transmittal (the "Form of Election") are incorporated by reference in this
Notice of Guaranteed Delivery.

To:      the Exchange Agent, COMPUTERSHARE TRUST COMPANY OF CANADA



BY MAIL                  BY HAND OR COURIER            BY FACSIMILE TRANSMISSION
                                                 
P.O. Box 7021            100 University Avenue         Fax:  (416) 981-9663
31 Adelaide St E         9th Floor
Toronto, Ontario         Toronto, Ontario
M5C 3H2                  M5J 2Y1


DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR TRANSMISSION OF
THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE NUMBER, OTHER THAN AN ADDRESS
OR FACSIMILE NUMBER AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If
a signature on the Form of Election is required to be guaranteed by an Eligible
Institution, such signature must appear in the applicable space in the Form of
Election.



Certificate Number(s)               Number of Shares          Name & Address of Shareholder
(if available)                                                (please print)
- ---------------------               --------------------      -----------------------------------

                                                        
- ---------------------               --------------------      -----------------------------------

- ---------------------               --------------------      -----------------------------------

- ---------------------               --------------------      -----------------------------------

TOTAL SHARES
                                    --------------------


                                       1

                           CASH AND/OR SHARE ELECTION

You must mark one of the following boxes to make an election. Please mark only
one of these boxes. If you fail to make any election, you will receive cash for
all of your Extensity Shares. YOUR ELECTION BELOW MUST BE IDENTICAL TO YOUR
ELECTION MADE IN THE FORM OF ELECTION.

                                            
[ ]   Mark this box to       [ ]   Mark this        [ ]    Mark this box to receive a combination of Geac common shares and
      receive Geac common          box to receive          cash.  Insert the number of Extensity Shares for which you are
      shares for all of            cash for all of         electing to receive Geac common shares, and insert the number of
      your Extensity               your Extensity          Extensity Shares remaining for which you are electing to receive
      Shares.                      Shares                  cash.

                                                                       Extensity Shares to be exchanged for Geac common shares
                                                           -----------
                                                                       Extensity Shares to be exchanged for cash
                                                           -----------



                       REQUIRED SIGNATURES AND INFORMATION

                                                                         
- -----------------------------------------------------         ----------       -----------------------------------------------------
Signature of Stockholder or Authorized Representative         Date             (Street Address and Number)

- -----------------------------------------------------         ----------       -----------------------------------------------------
Signature of Stockholder (if Joint Account)                   Date             (City, State/Province, Postal (Zip) Code and Country)

                                                                               (    )                 (   )
- -----------------------------------------------------                          ---- ----------------- --- -------------------------
Name of Stockholder (please print or type)                                     (Daytime Phone)        (Evening Phone)

- -----------------------------------------------------
Name of Representative (if applicable)



         DO NOT SEND CERTIFICATES REPRESENTING EXTENSITY SHARES WITH THIS NOTICE
OF GUARANTEED DELIVERY. Certificates representing Extensity Shares MUST be sent
according to the instructions set forth in the Form of Election.

                                    GUARANTEE

The undersigned, a member of the Securities Transfer Agent Medallion Program
(STAMP), a member of the Stock Exchanges Medallion Program (SEMP), a member of
the New York Stock Exchange Inc Medallion Signature Program (MSP), a Canadian
schedule 1 chartered bank or a major trust company in Canada (an "Eligible
Institution") GUARANTEES DELIVERY to the Exchange Agent of the certificates
representing the Extensity Shares deposited hereby, in proper form for transfer
with a properly completed and duly executed Form of Election in the form
enclosed herewith or an originally signed facsimile copy thereof, and all other
documents required by the Form of Election, all at or before 5:00 p.m. (Eastern
standard time) on the third trading day on the Nasdaq exchange following the
Election Deadline.

                                                            
Name of Firm:                                                  Authorized Signature:
              -------------------------------------------                            --------------------------------
Address of Firm:                                               Name:
                 ----------------------------------------           -------------------------------------------------
                                                               Title:
                 ----------------------------------------             -----------------------------------------------
Telephone Number:                                              Dated:
                  ---------------------------------------             -----------------------------------------------



                                       2

EX-99.5

                                                                    EXHIBIT 99.5

                                 EXTENSITY, INC.

                              AMENDED AND RESTATED
                       2000 NONSTATUTORY STOCK OPTION PLAN

                            ADOPTED ON AUGUST 8, 2000
                           AMENDED ON OCTOBER 17, 2000
                           AMENDED ON JANUARY 19, 2001
                            AMENDED ON APRIL 12, 2001
                     AMENDED AND RESTATED ON APRIL 11, 2002


1.       PURPOSES.

         (a)      ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to
receive Stock Awards are selected Employees and Consultants of the Company and
its Affiliates.

         (b)      AVAILABLE STOCK AWARDS. The purpose of the Plan is to provide
a means by which eligible recipients of Stock Awards may be given an opportunity
to benefit from increases in value of the Common Stock through the granting of
the following Stock Awards: (i) Nonstatutory Stock Options, (ii) stock bonuses
and (iii) rights to acquire restricted stock.

         (c)      GENERAL PURPOSE. The Company, by means of the Plan, seeks to
retain the services of the group of persons eligible to receive Stock Awards, to
secure and retain the services of new members of this group and to provide
incentives for such persons to exert maximum efforts for the success of the
Company and its Affiliates.

2.       DEFINITIONS.

         (a)      "AFFILIATE" means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f), respectively, of the Code.

         (b)      "BOARD" means the Board of Directors of the Company.

         (c)      "CAPITALIZATION ADJUSTMENT" has the meaning ascribed to that
term in Section 11(a).

         (d)      "CHANGE IN CONTROL" means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the
following events:

                  (i)      any Exchange Act Person becomes the Owner, directly
or indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power of the Company's then outstanding securities
other than by virtue of a merger, consolidation or similar transaction;

                  (ii)     there is consummated a merger, consolidation or
similar transaction involving (directly or indirectly) the Company and,
immediately after the consummation of such



                                       1.



merger, consolidation or similar transaction, the stockholders of the Company
immediately prior thereto do not Own, directly or indirectly, outstanding voting
securities representing more than fifty percent (50%) of the combined
outstanding voting power of the surviving Entity in such merger, consolidation
or similar transaction or more than fifty percent (50%) of the combined
outstanding voting power of the parent of the surviving Entity in such merger,
consolidation or similar transaction;

                  (iii)    the stockholders of the Company approve or the Board
approves a plan of complete dissolution or liquidation of the Company, or a
complete dissolution or liquidation of the Company shall otherwise occur;

                  (iv)     there is consummated a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries, other than a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the
combined voting power of the voting securities of which are Owned by
stockholders of the Company in substantially the same proportions as their
Ownership of the Company immediately prior to such sale, lease, license or other
disposition; or

                  (v)      individuals who, on the date this Plan is adopted by
the Board, are members of the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the members of the Board; (provided,
however, that if the appointment or election (or nomination for election) of any
new Board member was approved or recommended by a majority vote of the members
of the Incumbent Board then still in office, such new member shall, for purposes
of this Plan, be considered as a member of the Incumbent Board).

         Notwithstanding the foregoing or any other provision of this Plan, the
definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Affiliate and the Participant shall
supersede the foregoing definition with respect to Stock Awards subject to such
agreement (it being understood, however, that if no definition of Change in
Control or any analogous term is set forth in such an individual written
agreement, the foregoing definition shall apply).

         (e)      "CODE" means the Internal Revenue Code of 1986, as amended.

         (f)      "COMMITTEE"  means a committee  of one or more  members of the
Board appointed by the Board in accordance with Section 3(c).

         (g)      "COMMON STOCK" means the common stock of the Company.

         (h)      "COMPANY" means Extensity, Inc., a Delaware corporation.

         (i)      "CONSULTANT" means any person, including an advisor, (i)
engaged by the Company or an Affiliate to render consulting or advisory services
and who is compensated for such services or (ii) serving as a member of the
Board of Directors of an Affiliate and who is compensated for such services.
However, the term "Consultant" shall not include Directors who are not
compensated by the Company for their services as Directors, and the payment of a



                                       2.

director's fee by the Company for services as a Director shall not cause a
Director to be considered a "Consultant" for purposes of the Plan.

         (j)      "CONTINUOUS SERVICE" means that the Participant's service with
the Company or an Affiliate, whether as an Employee, Director or Consultant, is
not interrupted or terminated. A change in the capacity in which the Participant
renders service to the Company or an Affiliate as an Employee, Consultant or
Director or a change in the entity for which the Participant renders such
service, provided that there is no interruption or termination of the
Participant's service with the Company or an Affiliate, shall not terminate a
Participant's Continuous Service. For example, a change in status from an
Employee of the Company to a Consultant of an Affiliate or a Director shall not
constitute an interruption of Continuous Service. The Board or the chief
executive officer of the Company, in that party's sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal leave. Notwithstanding the foregoing, a leave of absence
shall be treated as Continuous Service for purposes of vesting in a Stock Award
only to such extent as may be provided in the Company's leave of absence policy
or in the written terms of the Participant's leave of absence.

         (k)      "CORPORATE TRANSACTION" means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the
following events:

                  (i)      a sale or other disposition of all or substantially
all, as determined by the Board in its discretion, of the consolidated assets of
the Company and its Subsidiaries;

                  (ii)     a  sale  or  other  disposition  of at  least  ninety
percent (90%) of the outstanding securities of the Company;

                  (iii)    a  merger,   consolidation  or  similar   transaction
following which the Company is not the surviving corporation; or

                  (iv)     a  merger,   consolidation  or  similar   transaction
following  which the  Company  is the  surviving  corporation  but the shares of
Common Stock  outstanding  immediately  preceding the merger,  consolidation  or
similar  transaction  are  converted  or  exchanged  by  virtue  of the  merger,
consolidation or similar transaction into other property, whether in the form of
securities, cash or otherwise.

         (l)      "DIRECTOR" means a member of the Board of Directors of the
Company.

         (m)      "DISABILITY" means the permanent and total disability of a
person within the meaning of Section 22(e)(3) of the Code.

         (n)      "EMPLOYEE" means any person employed by the Company or an
Affiliate. Service as a Director or payment of a director's fee by the Company
or an Affiliate shall not be sufficient to constitute "employment" by the
Company or an Affiliate.

         (o)      "ENTITY" means a corporation, partnership or other entity.

         (p)      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.


                                       3.

         (q)      "EXCHANGE ACT PERSON" means any natural person, Entity or
"group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act),
except that "Exchange Act Person" shall not include (A) the Company or any
Subsidiary of the Company, (B) any employee benefit plan of the Company or any
Subsidiary of the Company or any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any Subsidiary of the Company,
(C) an underwriter temporarily holding securities pursuant to an offering of
such securities, or (D) an Entity Owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
Ownership of stock of the Company.

         (r)      "FAIR MARKET VALUE" means, as of any date, the value of the
Common Stock determined as follows:

                  (i)      If the  Common  Stock is  listed  on any  established
stock exchange or traded on the Nasdaq  National  Market or the Nasdaq  SmallCap
Market,  the Fair Market  Value of a share of Common  Stock shall be the closing
sales price for such stock (or the closing  bid, if no sales were  reported)  as
quoted on such  exchange or market (or the  exchange or market with the greatest
volume of trading in the Common Stock) on the day of  determination,  and if the
day of  determination  was not a market  trading  day,  then on the last  market
trading  day prior to the day of  determination,  as reported in The Wall Street
Journal or such other source as the Board deems reliable.

                  (ii)     In the absence of such markets for the Common Stock,
the Fair Market Value shall be determined in good faith by the Board.

         (s)      "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

         (t)      "OFFICER" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

         (u)      "OPTION" means a Nonstatutory Stock Option granted pursuant to
the Plan.

         (v)      "OPTION AGREEMENT" means a written agreement between the
Company and an Optionholder evidencing the terms and conditions of an individual
Option grant. Each Option Agreement shall be subject to the terms and conditions
of the Plan.

         (w)      "OPTIONHOLDER" means a person to whom an Option is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Option.

         (x)      "OWN," "OWNED," "OWNER," "OWNERSHIP" A person or Entity shall
be deemed to "Own," to have "Owned," to be the "Owner" of, or to have acquired
"Ownership" of securities if such person or Entity, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has
or shares voting power, which includes the power to vote or to direct the
voting, with respect to such securities.

         (y)      "PARTICIPANT" means a person to whom a Stock Award is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Stock Award.

                                       4.

         (z)      "PLAN" means this Amended and Restated 2000 Nonstatutory Stock
Option Plan.

         (aa)     "SECURITIES ACT" means the Securities Act of 1933, as amended.

         (bb)     "STOCK AWARD" means any right granted under the Plan,
including an Option, a stock bonus and a right to acquire restricted stock.

         (cc)     "STOCK AWARD AGREEMENT" means a written agreement between the
Company and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

         (dd)     "SUBSIDIARY" means, with respect to the Company, (i) any
corporation of which more than fifty percent (50%) of the outstanding capital
stock having ordinary voting power to elect a majority of the board of directors
of such corporation (irrespective of whether, at the time, stock of any other
class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time, directly or
indirectly, Owned by the Company, and (ii) any partnership in which the Company
has a direct or indirect interest (whether in the form of voting or
participation in profits or capital contribution) of more than fifty percent
(50%).

3.       ADMINISTRATION.

         (a)      ADMINISTRATION BY BOARD. The Board shall administer the Plan
unless and until the Board delegates administration to a Committee, as provided
in Section 3(c).

         (b)      POWERS OF BOARD. The Board shall have the power, subject to,
and within the limitations of, the express provisions of the Plan:

                  (i)      To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and how each Stock
Award shall be granted; what type or combination of types of Stock Award shall
be granted; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to
receive Common Stock pursuant to a Stock Award; and the number of shares of
Common Stock with respect to which a Stock Award shall be granted to each such
person.

                  (ii)     To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

                  (iii)    To amend the Plan or a Stock Award as provided in
Section 12.

                  (iv)     To terminate or suspend the Plan as provided in
Section 13.

                  (v)      Generally, to exercise such powers and to perform
such acts as the Board deems necessary or expedient to promote the best
interests of the Company and that are not in conflict with the provisions of the
Plan.


                                       5.

         (c)      DELEGATION TO COMMITTEE. The Board may delegate administration
of the Plan to a Committee or Committees of one (1) or more members of the
Board, and the term "Committee" shall apply to any person or persons to whom
such authority has been delegated. If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board, including the power to
delegate to a subcommittee any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board shall
thereafter be to the Committee or subcommittee), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board. The Board may abolish the Committee at any time
and revest in the Board the administration of the Plan.

         (d)      EFFECT OF BOARD'S DECISION. All determinations,
interpretations and constructions made by the Board in good faith shall not be
subject to review by any person and shall be final, binding and conclusive on
all persons.

4.       SHARES SUBJECT TO THE PLAN.

         (a)      SHARE RESERVE. Subject to the provisions of Section 11(a)
relating to Capitalization Adjustments, the shares of Common Stock that may be
issued pursuant to Stock Awards shall not exceed in the aggregate Two Million
Four Hundred Thousand (2,400,000) shares of Common Stock, plus an annual
increase to be added on the first day of the fiscal year of the Company,
commencing on the first day of the fiscal year that begins on January 1, 2002
(the "Calculation Date"), equal to four percent (4%) of the shares of Common
Stock outstanding on each such Calculation Date (rounded down to the nearest
whole share). Notwithstanding the foregoing, the Board may act, prior to the
first day of any fiscal year of the Company, to increase the share reserve by
such number of shares of Common Stock as the Board shall determine, which number
shall be less than 4% of the shares of Common Stock outstanding on the
Calculation Date.

         (b)      REVERSION OF SHARES TO THE SHARE RESERVE. If any Stock Award
shall for any reason expire or otherwise terminate, in whole or in part, without
having been exercised in full, the shares of Common Stock not acquired under
such Stock Award shall revert to and again become available for issuance under
the Plan.

         (c)      SOURCE OF SHARES. The shares of Common Stock subject to the
Plan may be unissued shares or reacquired shares, bought on the market or
otherwise.

5.       ELIGIBILITY.

         (a)      ELIGIBILITY FOR STOCK AWARDS. Stock Awards may be granted to
Employees or Consultants who are not (i) Officers, (ii) Directors, or (iii) or
then subject to Section 16 of the Exchange Act; provided, however, that Stock
Awards may be granted to persons not previously employed by the Company as an
inducement essential to those persons entering into employment contracts with
the Company, including persons who are ultimately employed by the Company as
Officers.

         (b)      CONSULTANTS. A Consultant shall not be eligible for the grant
of a Stock Award if, at the time of grant, a Form S-8 Registration Statement
under the Securities Act ("Form S-8") is



                                       6.


not available to register either the offer or the sale of the Company's
securities to such Consultant because of the nature of the services that the
Consultant is providing to the Company, because the Consultant is not a natural
person, or because of any other rule governing the use of Form S-8, unless the
Company determines both (i) that such grant (A) shall be registered in another
manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or
(B) does not require registration under the Securities Act in order to comply
with the requirements of the Securities Act, if applicable, and (ii) that such
grant complies with the securities laws of all other relevant jurisdictions.

6.       OPTION PROVISIONS.

         Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

         (a)      TERM. No Option shall be exercisable after the expiration of
ten (10) years from the date on which it was granted.

         (b)      EXERCISE PRICE. The exercise price of each Nonstatutory Stock
Option shall be not less than fifty percent (50%) of the Fair Market Value of
the Common Stock subject to the Option on the date the Option is granted.
Notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with
an exercise price lower than that set forth in the preceding sentence if such
Option is granted pursuant to an assumption or substitution for another option
in a manner satisfying the provisions of Section 424(a) of the Code.

         (c)      CONSIDERATION. The purchase price of Common Stock acquired
pursuant to an Option shall be paid, to the extent permitted by applicable
statutes and regulations, either (i) in cash at the time the Option is exercised
or (ii) at the discretion of the Board at the time of the grant of the Option or
subsequently (1) by delivery to the Company of other Common Stock, (2) according
to a deferred payment or other similar arrangement with the Optionholder, (3) by
reduction in the amount of any Company liability to the Optionholder, including
any liability attributable to the Optionholder's participation in any
Company-sponsored deferred compensation program or arrangement or (4) in any
other form of legal consideration that may be acceptable to the Board. Unless
otherwise specifically provided in the Option, the purchase price of Common
Stock acquired pursuant to an Option that is paid by delivery to the Company of
other Common Stock acquired, directly or indirectly from the Company, shall be
paid only by shares of the Common Stock of the Company that have been held for
more than six (6) months (or such longer or shorter period of time required to
avoid a charge to earnings for financial accounting purposes). At any time that
the Company is incorporated in Delaware, payment of the Common Stock's "par
value," as defined in the Delaware General Corporation Law, shall not be made by
deferred payment.

         In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid (1) the treatment as interest, under any applicable
provisions of the Code, of any amounts other than


                                       7.


amounts stated to be interest under the deferred payment arrangement and (2) the
treatment of the Option as a variable award for financial accounting purposes.

         (d)      TRANSFERABILITY. A Nonstatutory Stock Option shall be
transferable to the extent provided in the Option Agreement. If the Nonstatutory
Stock Option does not provide for transferability, then the Nonstatutory Stock
Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Optionholder
only by the Optionholder. Notwithstanding the foregoing, the Optionholder may,
by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.

         (e)      VESTING GENERALLY. The total number of shares of Common Stock
subject to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The
provisions of this Section 6(g) are subject to any Option provisions governing
the minimum number of shares of Common Stock as to which an Option may be
exercised.

         (f)      TERMINATION OF CONTINUOUS SERVICE. In the event that an
Optionholder's Continuous Service terminates (other than upon the Optionholder's
death or Disability), the Optionholder may exercise his or her Option (to the
extent that the Optionholder was entitled to exercise such Option as of the date
of termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Optionholder's
Continuous Service (or such longer or shorter period specified in the Option
Agreement or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination, the Optionholder does not exercise his
or her Option within the time specified in the Option Agreement, the Option
shall terminate.

         (g)      EXTENSION OF TERMINATION DATE. An Optionholder's Option
Agreement may also provide that if the exercise of the Option following the
termination of the Optionholder's Continuous Service (other than upon the
Optionholder's death or Disability) would be prohibited at any time solely
because the issuance of shares of Common Stock would violate the registration
requirements under the Securities Act, then the Option shall terminate on the
earlier of (i) the expiration of the term of the Option set forth in Section
6(a) or (ii) the expiration of a period of three (3) months after the
termination of the Optionholder's Continuous Service during which the exercise
of the Option would not be in violation of such registration requirements.

         (h)      DISABILITY OF OPTIONHOLDER. In the event that an
Optionholder's Continuous Service terminates as a result of the Optionholder's
Disability, the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of
termination), but only within such period of time ending on the earlier of (i)
the date twelve (12) months following such termination (or such longer or
shorter period specified in the Option Agreement or (ii) the expiration of the
term of the Option as set forth in the Option Agreement. If, after termination,
the Optionholder does not exercise his or her Option within the time specified
herein, the Option shall terminate.


                                       8.


         (i)      DEATH OF OPTIONHOLDER. In the event that (i) an Optionholder's
Continuous Service terminates as a result of the Optionholder's death or (ii)
the Optionholder dies within the period (if any) specified in the Option
Agreement after the termination of the Optionholder's Continuous Service for a
reason other than death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of death) by
the Optionholder's estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a person designated to exercise the
option upon the Optionholder's death pursuant to Section 6(e) or 6(f), but only
within the period ending on the earlier of (1) the date twelve (12) months
following the date of death (or such longer or shorter period specified in the
Option Agreement or (2) the expiration of the term of such Option as set forth
in the Option Agreement. If, after death, the Option is not exercised within the
time specified herein, the Option shall terminate.

         (j)      EARLY EXERCISE. The Option may, but need not, include a
provision whereby the Optionholder may elect at any time before the
Optionholder's Continuous Service terminates to exercise the Option as to any
part or all of the shares of Common Stock subject to the Option prior to the
full vesting of the Option. Any unvested shares of Common Stock so purchased may
be subject to a repurchase option in favor of the Company or to any other
restriction the Board determines to be appropriate. The Company will not
exercise its repurchase option until at least six (6) months (or such longer or
shorter period of time required to avoid a charge to earnings for financial
accounting purposes) have elapsed following exercise of the Option unless the
Board otherwise specifically provides in the Option.

7.       PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

         (a)      STOCK BONUS AWARDS. Each stock bonus agreement shall be in
such form and shall contain such terms and conditions as the Board shall deem
appropriate. The terms and conditions of stock bonus agreements may change from
time to time, and the terms and conditions of separate stock bonus agreements
need not be identical, but each stock bonus agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:

                  (i)      CONSIDERATION. A stock bonus may be awarded in
consideration for past services actually rendered to the Company or an Affiliate
for its benefit.

                  (ii)     VESTING. Shares of Common Stock awarded under the
stock bonus agreement may, but need not, be subject to a share repurchase option
in favor of the Company in accordance with a vesting schedule to be determined
by the Board.

                  (iii)    TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. In
the event that a Participant's Continuous Service terminates, the Company may
reacquire any or all of the shares of Common Stock held by the Participant that
have not vested as of the date of termination under the terms of the stock bonus
agreement.

                  (iv)     TRANSFERABILITY. Rights to acquire shares of Common
Stock under the stock bonus agreement shall be transferable by the Participant
only upon such terms and conditions as are set forth in the stock bonus
agreement, as the Board shall determine in its



                                       9.


discretion, so long as Common Stock awarded under the stock bonus agreement
remains subject to the terms of the stock bonus agreement.

         (b)      RESTRICTED STOCK AWARDS. Each restricted stock purchase
agreement shall be in such form and shall contain such terms and conditions as
the Board shall deem appropriate. The terms and conditions of the restricted
stock purchase agreements may change from time to time, and the terms and
conditions of separate restricted stock purchase agreements need not be
identical, but each restricted stock purchase agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:

                  (i)      PURCHASE PRICE. The purchase price of restricted
stock awards shall not be less than eighty-five percent (85%) of the Common
Stock's Fair Market Value on the date such award is made or at the time the
purchase is consummated.

                  (ii)     CONSIDERATION. The purchase price of Common Stock
acquired pursuant to the restricted stock purchase agreement shall be paid
either: (i) in cash at the time of purchase; (ii) at the discretion of the
Board, according to a deferred payment or other similar arrangement with the
Participant; or (iii) in any other form of legal consideration that may be
acceptable to the Board in its discretion; provided, however, that at any time
that the Company is incorporated in Delaware, then payment of the Common Stock's
"par value," as defined in the Delaware General Corporation Law, shall not be
made by deferred payment.

                  (iii)    VESTING. Shares of Common Stock acquired under the
restricted stock purchase agreement may, but need not, be subject to a share
repurchase option in favor of the Company in accordance with a vesting schedule
to be determined by the Board.

                  (iv)     TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. In
the event that a Participant's Continuous Service terminates, the Company may
repurchase or otherwise reacquire any or all of the shares of Common Stock held
by the Participant that have not vested as of the date of termination under the
terms of the restricted stock purchase agreement.

                  (v)      TRANSFERABILITY. Rights to acquire shares of Common
Stock under the restricted stock purchase agreement shall be transferable by the
Participant only upon such terms and conditions as are set forth in the
restricted stock purchase agreement, as the Board shall determine in its
discretion, so long as Common Stock awarded under the restricted stock purchase
agreement remains subject to the terms of the restricted stock purchase
agreement.

8.       COVENANTS OF THE COMPANY.

         (a)      AVAILABILITY OF SHARES. During the terms of the Stock Awards,
the Company shall keep available at all times the number of shares of Common
Stock required to satisfy such Stock Awards.

         (b)      SECURITIES LAW COMPLIANCE. The Company shall seek to obtain
from each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Stock Awards and to issue and sell shares
of Common Stock upon exercise of the Stock Awards; provided, however, that this
undertaking shall not require the Company to


                                      10.


register under the Securities Act the Plan, any Stock Award or any Common Stock
issued or issuable pursuant to any such Stock Award. If, after reasonable
efforts, the Company is unable to obtain from any such regulatory commission or
agency the authority which counsel for the Company deems necessary for the
lawful issuance and sale of Common Stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell Common Stock upon
exercise of such Stock Awards unless and until such authority is obtained.

9.       USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of Common Stock pursuant to Stock Awards shall
constitute general funds of the Company.

10.      MISCELLANEOUS.

         (a)      ACCELERATION OF EXERCISABILITY AND VESTING. The Board shall
have the power to accelerate the time at which a Stock Award may first be
exercised or the time during which a Stock Award or any part thereof will vest
in accordance with the Plan, notwithstanding the provisions in the Stock Award
stating the time at which it may first be exercised or the time during which it
will vest.

         (b)      STOCKHOLDER RIGHTS. No Participant shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to such Stock Award unless and until such Participant
has satisfied all requirements for exercise of the Stock Award pursuant to its
terms.

         (c)      NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or
any instrument executed or Stock Award granted pursuant thereto shall confer
upon any Participant any right to continue to serve the Company or an Affiliate
in the capacity in effect at the time the Stock Award was granted or shall
affect the right of the Company or an Affiliate to terminate (i) the employment
of an Employee with or without notice and with or without cause, (ii) the
service of a Consultant pursuant to the terms of such Consultant's agreement
with the Company or an Affiliate or (iii) the service of a Director pursuant to
the Bylaws of the Company or an Affiliate, and any applicable provisions of the
corporate law of the state in which the Company or the Affiliate is
incorporated, as the case may be.

         (d)      INVESTMENT ASSURANCES. The Company may require a Participant,
as a condition of exercising or acquiring Common Stock under any Stock Award,
(i) to give written assurances satisfactory to the Company as to the
Participant's knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who
is knowledgeable and experienced in financial and business matters and that he
or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the Participant's own
account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (1) the issuance of the shares of
Common Stock upon the exercise or acquisition of Common Stock under the Stock
Award has been registered


                                      11.


under a then currently effective registration statement under the Securities Act
or (2) as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the Common Stock.

         (e)      WITHHOLDING OBLIGATIONS. To the extent provided by the terms
of a Stock Award Agreement, the Participant may satisfy any federal, state or
local tax withholding obligation relating to the exercise or acquisition of
Common Stock under a Stock Award by any of the following means (in addition to
the Company's right to withhold from any compensation paid to the Participant by
the Company) or by a combination of such means: (i) tendering a cash payment;
(ii) authorizing the Company to withhold shares of Common Stock from the shares
of Common Stock otherwise issuable to the Participant as a result of the
exercise or acquisition of Common Stock under the Stock Award; provided,
however, that no shares of Common Stock are withheld with a value exceeding the
minimum amount of tax required to be withheld by law (or such lesser amount as
may be necessary to avoid variable award accounting); or (iii) delivering to the
Company owned and unencumbered shares of Common Stock.

11.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a)      CAPITALIZATION ADJUSTMENTS. If any change is made in, or other
event occurs with respect to, the Common Stock subject to the Plan or subject to
any Stock Award without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company (each a "Capitalization Adjustment"), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject to the Plan
pursuant to Sections 4(a) and 4(b) and the maximum number of securities subject
to award to any person pursuant to Section 5(c), and the outstanding Stock
Awards will be appropriately adjusted in the class(es) and number of securities
and price per share of Common Stock subject to such outstanding Stock Awards.
The Board shall make such adjustments, and its determination shall be final,
binding and conclusive. (The conversion of any convertible securities of the
Company shall not be treated as a transaction "without receipt of consideration"
by the Company.)

         (b)      DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
liquidation of the Company, then all outstanding Stock Awards shall terminate
immediately prior to the completion of such dissolution or liquidation.

         (c)      CORPORATE TRANSACTION. In the event of a Corporate
Transaction, any surviving corporation or acquiring corporation may assume any
or all Stock Awards outstanding under the Plan or may substitute similar stock
awards for Stock Awards outstanding under the Plan (it being understood that
similar stock awards include, but are not limited to, awards to acquire the same
consideration paid to the stockholders or the Company, as the case may be,
pursuant to the Corporate Transaction). In the event that the surviving
corporation refuses to assume or


                                      12.



substitute for the Stock Award, the Participant shall fully vest in and have the
right to exercise the Stock Award as to all of the Common Stock, including
shares as to which it would not otherwise be vested or exercisable. If a Stock
Award becomes fully vested and exercisable in lieu of assumption or substitution
in the event of a merger or sale of assets, the Board shall notify the
Participant in writing or electronically that the Stock Award shall be fully
vested and exercisable for a period of fifteen (15) days from the date of such
notice, and the Stock Award shall terminate upon the expiration of such period.
For the purposes of this paragraph, the Stock Award shall be considered assumed
if, following the Corporate Transaction, the Stock Award confers the right to
purchase or receive, for each share of Common Stock, immediately prior to the
Corporate Transaction, the consideration (whether stock, cash, or other
securities or property) received in the Corporate Transaction by holders of
Common Stock for each share held on the effective date of the Corporate
Transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the Corporate
Transaction is not solely common stock of the surviving corporation or its
parent, the Board may, with the consent of the surviving corporation, provide
for the consideration to be received upon the exercise of the Stock Award, for
each share of Common Stock to be solely common stock of the surviving
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Corporate Transaction.

         (d)      CHANGE IN CONTROL. A Stock Award held by any Participant whose
Continuous Service has not terminated prior to the effective time of a Change in
Control may be subject to additional acceleration of vesting and exercisability
upon or after such event as may be provided in the Stock Award Agreement for
such Stock Award or as may be provided in any other written agreement between
the Company or any Affiliate and the Participant, but in the absence of such
provision, no such acceleration shall occur.

12.      AMENDMENT OF THE PLAN AND STOCK AWARDS.

         (a)      AMENDMENT OF PLAN. The Board at any time, and from time to
time, may amend the Plan.

         (b)      STOCKHOLDER APPROVAL. The Board, in its sole discretion, may
submit the Plan and/or any amendment to the Plan for stockholder approval.

         (c)      NO IMPAIRMENT OF RIGHTS. Rights under any Stock Award granted
before amendment of the Plan shall not be impaired by any amendment of the Plan
unless (i) the Company requests the consent of the Participant and (ii) the
Participant consents in writing.

         (d)      AMENDMENT OF STOCK AWARDS. The Board at any time, and from
time to time, may amend the terms of any one or more Stock Awards; provided,
however, that the rights under any Stock Award shall not be impaired by any such
amendment unless (i) the Company requests the consent of the Participant and
(ii) the Participant consents in writing.

13.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a)      PLAN TERM. The Board may suspend or terminate the Plan at any
time. No Stock Awards may be granted under the Plan while the Plan is suspended
or after it is terminated.

                                      13.


         (b)      NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan
shall not impair rights and obligations under any Stock Award granted while the
Plan is in effect except with the written consent of the Participant.

14.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective as determined by the Board, but no
Stock Award shall be exercised (or, in the case of a stock bonus, shall be
granted) unless and until the Plan has been approved by the stockholders of the
Company, which approval shall be within twelve (12) months before or after the
date the Plan is adopted by the Board.

15.      CHOICE OF LAW.

         The law of the State of Delaware shall govern all questions concerning
the construction, validity and interpretation of this Plan, without regard to
such state's conflict of laws rules.























                                      14.

EX-99.6

                                                                EXHIBIT 99.6

                                 EXTENSITY, INC.

                             1996 STOCK OPTION PLAN

                            (AS AMENDED OCTOBER 1999)

     1.   Purposes of the Plan. The purposes of this 1996 Stock Option Plan are:

          -    to attract and retain the best available personnel for positions
               of substantial responsibility,

          -    to provide additional incentive to Employees, Directors and
               Consultants, and

          -    to promote the success of the Company's business.

     Options granted under the Plan may be Incentive Stock Options or

     Nonstatutory Stock Options, as determined by the Administrator at the time
of grant. Stock Purchase Rights may also be granted under the Plan.

     2.   Definitions. As used herein, the following definitions shall apply:

          (a)  "Administrator" means the Board or any of its Committees as shall
be administering the Plan, in accordance with Section 4 of the Plan.

          (b)  "Applicable Laws" means the requirements relating to the
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options or Stock Purchase Rights are,
or will be, granted under the Plan.

          (c)  "Board" means the Board of Directors of the Company.

          (d)  "Code" means the Internal Revenue Code of 1986, as amended.

          (e)  "Committee" means a committee of Directors appointed by the Board
in accordance with Section 4 of the Plan.

          (f)  "Common Stock" means the common stock of the Company.

          (g)  "Company" means Extensity, Inc., a Delaware corporation.

          (h)  "Consultant" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

          (i)  "Director" means a member of the Board.



          (j)  "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

          (k)  "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the 181st day of such leave any Incentive Stock
Option held by the Optionee shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.

          (l)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (m)  "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

               (i)  If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

               (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; or

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

          (n)  "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

          (o)  "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

          (p)  "Notice of Grant" means a written or electronic notice evidencing
certain terms and conditions of an individual Option or Stock Purchase Right
grant. The Notice of Grant is part of the Option Agreement.

                                      -2-


          (q)  "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

          (r)  "Option" means a stock option granted pursuant to the Plan.

          (s)  "Option Agreement" means an agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.

          (t)  "Option Exchange Program" means a program whereby outstanding
Options are surrendered in exchange for Options with a lower exercise price.

          (u)  "Optioned Stock" means the Common Stock subject to an Option or
Stock Purchase Right.

          (v)  "Optionee" means the holder of an outstanding Option or Stock
Purchase Right granted under the Plan.

          (w)  "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

          (x)  "Plan" means this 1996 Stock Option Plan.

          (y)  "Restricted Stock" means shares of Common Stock acquired pursuant
to a grant of Stock Purchase Rights under Section 11 of the Plan.

          (z)  "Restricted Stock Purchase Agreement" means a written agreement
between the Company and the Optionee evidencing the terms and restrictions
applying to stock purchased under a Stock Purchase Right. The Restricted Stock
Purchase Agreement is subject to the terms and conditions of the Plan and the
Notice of Grant.

          (aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

          (bb) "Section 16(b)" means Section 16(b) of the Exchange Act.

          (cc) "Service Provider" means an Employee, Director or Consultant.

          (dd) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.

          (ee) "Stock Purchase Right" means the right to purchase Common Stock
pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

          (ff) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.


                                      -3-


     3.   Stock Subject to the Plan. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares that may be optioned and sold
under the Plan is 7,000,000 Shares plus an annual increase to be added on the
first day of the Company's fiscal year beginning January 1, 2001, equal to the
lesser of (i) 1,300,000 shares, (ii) 3.5% of the outstanding shares on such date
or (iii) a lesser amount determined by the Board. The Shares may be authorized,
but unissued, or reacquired Common Stock.

     If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option or Stock Purchase Right, shall not
be returned to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are repurchased by the
Company at their original purchase price, such Shares shall become available for
future grant under the Plan.

     4.   Administration of the Plan.

          (a)  Procedure.

               (i)  Multiple Administrative Bodies. Different Committees with
respect to different groups of Service Providers may administer the Plan.

               (ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

               (iii) Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
shall be structured to satisfy the requirements for exemption under Rule 16b-3.

               (iv) Other Administration. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee, which committee shall
be constituted to satisfy Applicable Laws.

          (b)  Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

               (i)  to determine the Fair Market Value;

               (ii) to select the Service Providers to whom Options and Stock
Purchase Rights may be granted hereunder;

               (iii) to determine the number of shares of Common Stock to be
covered by each Option and Stock Purchase Right granted hereunder;


                                      -4-


               (iv) to approve forms of agreement for use under the Plan;

               (v)  to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Option or Stock Purchase Right granted hereunder.
Such terms and conditions include, but are not limited to, the exercise price,
the time or times when Options or Stock Purchase Rights may be exercised (which
may be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option
or Stock Purchase Right or the shares of Common Stock relating thereto, based in
each case on such factors as the Administrator, in its sole discretion, shall
determine;

               (vi) to reduce the exercise price of any Option or Stock Purchase
Right to the then current Fair Market Value if the Fair Market Value of the
Common Stock covered by such Option or Stock Purchase Right shall have declined
since the date the Option or Stock Purchase Right was granted;

               (vii) to institute an Option Exchange Program;

               (viii) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;

               (ix) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;

               (x)  to modify or amend each Option or Stock Purchase Right
(subject to Section 15(c) of the Plan), including the discretionary authority to
extend the post-termination exercisability period of Options longer than is
otherwise provided for in the Plan;

               (xi) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon exercise
of an Option or Stock Purchase Right that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by an Optionee to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;

               (xii) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option or Stock Purchase Right
previously granted by the Administrator;

               (xiii) to make all other determinations deemed necessary or
advisable for administering the Plan.

          (c)  Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options or Stock Purchase Rights.


                                      -5-


     5.   Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may
be granted to Service Providers. Incentive Stock Options may be granted only to
Employees.

     6.   Limitations.

          (a)  Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

          (b)  Neither the Plan nor any Option or Stock Purchase Right shall
confer upon an Optionee any right with respect to continuing the Optionee's
relationship as a Service Provider with the Company, nor shall they interfere in
any way with the Optionee's right or the Company's right to terminate such
relationship at any time, with or without cause.

          (c)  The following limitations shall apply to grants of Options:

               (i)  No Service Provider shall be granted, in any fiscal year of
the Company, Options to purchase more than 500,000 Shares.

               (ii) In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an additional 500,000 Shares,
which shall not count against the limit set forth in subsection (i) above.

               (iii) The foregoing limitations shall be adjusted proportionately
in connection with any change in the Company's capitalization as described in
Section 13.

               (iv) If an Option is cancelled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 13), the cancelled Option will be counted against the
limits set forth in subsections (i) and (ii) above. For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.

     7.   Term of Plan. Subject to Section 19 of the Plan, the Plan shall become
effective upon its adoption by the Board. It shall continue in effect for a term
of ten (10) years unless terminated earlier under Section 15 of the Plan.

     8.   Term of Option. The term of each Option shall be stated in the Option
Agreement. In the case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or such shorter term as may be provided in the
Option Agreement. Moreover, in the case of an Incentive Stock Option granted to
an Optionee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the


                                      -6-


Incentive Stock Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Option Agreement.

     9.   Option Exercise Price and Consideration.

          (a)  Exercise Price. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

               (i)  In the case of an Incentive Stock Option

                    (A) granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

                    (B) granted to any Employee other than an Employee described
in paragraph (A) immediately above, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of grant.

               (ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

               (iii) Notwithstanding the foregoing, Options may be granted with
a per Share exercise price of less than 100% of the Fair Market Value per Share
on the date of grant pursuant to a merger or other corporate transaction.

          (b)  Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions that must be satisfied before the
Option may be exercised.

          (c)  Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:

               (i)  cash;

               (ii) check;

               (iii) promissory note;

               (iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more than six months
on the date of


                                      -7-


surrender, and (B) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;

               (v)  consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;

               (vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Company-sponsored deferred compensation program or arrangement;

               (vii) any combination of the foregoing methods of payment; or

               (viii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.

     10.  Exercise of Option.

          (a)  Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence. An Option may not be exercised for a fraction of a Share.

     An Option shall be deemed exercised when the Company receives: (i) written
or electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 13 of the Plan.

     Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

          (b)  Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, other than upon the Optionee's death or
Disability, the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for three (3) months


                                      -8-


following the Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified by
the Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

          (c)  Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement
to the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination. If, on the date of termination, the Optionee is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

          (d)  Death of Optionee. If an Optionee dies while a Service Provider,
the Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquires the right to exercise the Option by bequest or inheritance,
but only to the extent that the Option is vested on the date of death. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination. If, at
the time of death, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. The Option may be exercised by the executor or administrator
of the Optionee's estate or, if none, by the person(s) entitled to exercise the
Option under the Optionee's will or the laws of descent or distribution. If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

          (e)  Buyout Provisions. The Administrator may at any time offer to buy
out for a payment in cash or Shares an Option previously granted based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     11.  Stock Purchase Rights

          (a)  Rights to Purchase. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically, by means of a Notice of Grant, of the
terms, conditions and restrictions related to the offer, including the number of
Shares that the offeree shall be entitled to purchase, the price to be paid, and
the time within which the offeree must accept such offer. The offer shall be
accepted by execution of a Restricted Stock Purchase Agreement in the form
determined by the Administrator.


                                      -9-


          (b)  Repurchase Option. Unless the Administrator determines otherwise,
the Restricted Stock Purchase Agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
purchaser's service with the Company for any reason (including death or
Disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock Purchase Agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option shall lapse at a rate determined by the
Administrator.

          (c)  Other Provisions. The Restricted Stock Purchase Agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.

          (d)  Rights as a Shareholder. Once the Stock Purchase Right is
exercised, the purchaser shall have the rights equivalent to those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 13
of the Plan.

     12.  Non-Transferability of Options and Stock Purchase Rights. Unless
determined otherwise by the Administrator, an Option or Stock Purchase Right may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Option or Stock Purchase Right transferable, such Option
or Stock Purchase Right shall contain such additional terms and conditions as
the Administrator deems appropriate.

     13.  Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

          (a)  Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option or Stock
Purchase Right.


                                      -10-


          (b)  Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated. To the extent it has not been
previously exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

          (c)  Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Option and Stock Purchase Right shall be
assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for the Option or
Stock Purchase Right, the Optionee shall fully vest in and have the right to
exercise the Option or Stock Purchase Right as to all of the Optioned Stock,
including Shares as to which it would not otherwise be vested or exercisable. If
an Option or Stock Purchase Right becomes fully vested and exercisable in lieu
of assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the
Option or Stock Purchase Right shall be fully vested and exercisable for a
period of fifteen (15) days from the date of such notice, and the Option or
Stock Purchase Right shall terminate upon the expiration of such period. For the
purposes of this paragraph, the Option or Stock Purchase Right shall be
considered assumed if, following the merger or sale of assets, the option or
right confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option or Stock Purchase Right immediately prior to the merger or
sale of assets, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of Common Stock
for each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or sale of assets is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase Right, for each Share
of Optioned Stock subject to the Option or Stock Purchase Right, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in the
merger or sale of assets.

     14.  Date of Grant. The date of grant of an Option or Stock Purchase Right
shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other later
date as is determined by the Administrator. Notice of the determination shall be
provided to each Optionee within a reasonable time after the date of such grant.

     15.  Amendment and Termination of the Plan.


                                      -11-


          (a)  Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

          (b)  Shareholder Approval. The Company shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

          (c)  Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.

     16.  Conditions Upon Issuance of Shares.

          (a)  Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option or Stock Purchase Right unless the exercise of such Option
or Stock Purchase Right and the issuance and delivery of such Shares shall
comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

          (b)  Investment Representations. As a condition to the exercise of an
Option or Stock Purchase Right, the Company may require the person exercising
such Option or Stock Purchase Right to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required.

     17.  Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     18.  Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     19.  Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Such shareholder approval shall be obtained in the manner and to the
degree required under Applicable Laws.


                                      -12-