Agreement Concerning Earn-out

EXHIBIT 10.p


AGREEMENT CONCERNING EARN-OUT


THIS AGREEMENT (this "Agreement") is made and entered into as of the 11th day of May, 1995 by and among First Financial Management Corporation, a Georgia corporation ("FFMC"), C.I.S. Technologies, Inc., a Delaware Corporation ("CIS"), John A. Booth (the "Shareholders' Agent"), a resident of the State of California, and each of the parties listed on the signature lines below as Shareholders (the "Named Shareholders").


BACKGROUND STATEMENT


FFMC and the Shareholders' Agent are parties to an Agreement and Plan of Merger, dated October 26, 1993, as amended, by and among FFMC, MicroBilt Corporation, a wholly-owned subsidiary of FFMC ("MicroBilt"), Hillary Acquisition Corporation, a wholly owned subsidiary of MicroBilt, Hospital Cost Consultants, Inc., a California corporation ("HCCI"), the Shareholders' Agent and Robert J. Dendall (the "Merger Agreement"). Pursuant to the Merger Agreement, Hillary Acquisition Corporation merged with and into HCCI and the former shareholders of HCCI (the "Shareholders") received an initial cash payment together with the right to receive contingent future cash payments (as defined in the Merger Agreement, "Additional Merger Consideration"; referred to herein as the "Earn-out") and HCCI thereby became a wholly-owned subsidiary of MicroBilt (the "Merger"). The Merger was consummated on December 17, 1993. FFMC and MicroBilt have currently proposed to enter into an agreement with CIS providing for the acquisition of HCCI by CIS (the "Proposed Acquisition"). In connection therewith, CIS will assume certain obligations of FFMC and MicroBilt under the Merger Agreement with respect to the Earn-out, subject to such modifications to the Earn-out as are acceptable to the Named Shareholders and to the Shareholders' Agent pursuant to the Shareholders' Agent's authority, under Section 13 of the Merger Agreement and the authorizations executed by the Shareholders in connection with the consummation of the Merger, to act on behalf of the Shareholders and to modify the Earn-out. The parties hereto desire to provide in this Agreement for the settlement of the amount of the Earn-out with respect to HCCI's 1994 fiscal year, which is presently in dispute, for the release of FFMC and MicroBilt from certain obligations of the Earn-out, and for the assumption of certain Earn-out obligations by CIS. In connection therewith, those Named Shareholders identified on the signature lines below as "Noteholders" have agreed to repay in full the amounts advanced to them by FFMC, together with accrued interest, evidenced by promissory notes (the "Notes") executed in connection with the consummation of the Merger. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.


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STATEMENT OF AGREEMENT


In consideration of the mutual agreements set forth below (the mutuality, adequacy and sufficiency of which are hereby acknowledged), and effective upon consummation of the Proposed Acquisition, the parties hereby agree as follows:


1. Settlement of 1994 Additional Merger Consideration.


a. In complete settlement of its obligations under Section 2.2 of the
Merger Agreement in respect of the amount of the Earn-out payable for
HCCI's 1994 fiscal year (the "1994 Earn-out") and in recognition that the
Shareholders are being given credit in advance for receivables qualifying
for carryover as 1995 Eligible Revenue, in the amount of $2,700,753 (the
"1995 Carryover Receivables"), FFMC, on behalf of MicroBilt, shall,
promptly following the consummation of the Proposed Transaction, pay to the
Shareholders the amount of $1,130,000, constituting full and final payment
of the 1994 Earn-out and payment of all Earn-out attributable to the 1995
Carryover Receivables in the manner set forth herein, including Section 3,
below.


b. Owing to the credit given by FFMC and MicroBilt described in Section
1(a), above, the parties agree that, for purposes of computing the Earn-out
for HCCI's 1995 fiscal year and CIS's assumption of the obligations of FFMC
and MicroBilt in respect thereof, as set forth below, 1995 Eligible
Revenues shall exclude the 1995 Carryover Receivables which have been
credited to 1994 Eligible Revenues for purposes of determining the payment
in Section 1(a), above.


2. Releases


a. The Shareholders' Agent, on behalf of the Shareholders, John A.
Booth, individually, and each of the Named Shareholders, upon receipt
thereof, hereby accept the amount set forth in Section 1(a) as full and
final settlement of the 1994 Earn-out as well as all Earn-out payable in
respect of the 1995 Carryover Receivables and hereby unconditionally
release FFMC and its subsidiaries and affiliates, including MicroBilt, and
the officers and directors of each and CIS and the officers and directors
of CIS (collectively, "Releasees"), from (i) any and all liabilities and
obligations that Releasees, or any of them, may have to the Shareholders
(or any permitted successor thereof) in respect of the 1994 Earn-out as
well as all Earn-out payable in respect of the 1995 Carryover Receivables
and (ii) any and all rights, claims, actions or causes of action accrued or
to accrue by reason of any action taken or not taken by Releasees, or any
of them, from the beginning of the world to the date of closing of the
Proposed Transaction in respect of the Earn-out, including, without
limitation any claim premised upon management of HCCI by FFMC and/or any of
its affiliated companies.


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b. Upon the consummation of the Proposed Transaction and effectiveness
of the assumption of obligations set forth in Section 4 below, John A.
Booth, individually, and each of the Named Shareholders hereby
unconditionally releases FFMC and its subsidiaries and affiliates,
including MicroBilt, and the officers and directors of each, from any and
all liabilities and obligations that any of them may have to John A. ...