UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION LUrHVEr By; REVISED STIPULATION AND AGREEMENT OF COMPROMISE AND SETTLEMENT

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1 ORIGINAL mi" f,lerkya OFFICE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION LUrHVEr By; MA HARVEY ALTMAN, on behalf of himself and all others similarly situated, CIVIL ACTION NUMBER 1 :97-CV-3203 Hon. Orinda Evans Plaintiff, VS. IQ SOFTWARE CORPORATION, CHARLES R. CHITTY, DAVID A. CORMACK and JAY S. CHAUDHRY, Defendants. REVISED STIPULATION AND AGREEMENT OF COMPROMISE AND SETTLEMENT The parties to the above-captioned action', by and through their respective attorneys, have entered into the following Revised Stipulation and Agreement of On August 31, 1999, IQ Software Corporation ("IQSW" or the "Company") was merged into its parent company, Information Advantage, Inc., and the name of the parent company was changed to Sterling Software (Northern), Inc. ("Sterling"). Sterling was then acquired by Computer Associates International, Inc. ("Computer Associates"). Accordingly, Sterling and Computer Associates are parties to this agreement as the successors in interest to IQSW. Sterling and Computer Associates are represented by Powell Goldstein Frazer & Murphy LLP.

2 Compromise and Settlement (the "Revised Stipulation" or "Settlement") subject to Court approval. WI-AREAS : (a) In October 1997, Plaintiff commenced the above-captioned action (the "Action") by filing a Class Action Complaint against IQSW and certain of its officers and directors in the United States District Court for the Northern District of Georgia, Atlanta Division. (b) The Action was brought by the Named Plaintiff (as hereinafter defined) on his own behalf and on behalf of all persons who purchased the Company's common stock between May 8, 1996 and February 3, 1997 (the "Class Period") alleging violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") [15 U.S.C. 78j(b) and 78t(a)] and Rule 10b-5 [17 U.S.C b-5] promulgated thereunder. (c) Plaintiff alleged that, during the Class Period, Defendants disseminated false and misleading public statements concerning the risks and liabilities assumed by the Company in connection with the transition of its sales force from an inside telesales model to an outside field-based model. Plaintiff alleged that, throughout the Class Period, Defendants repeatedly failed to disclose the material adverse impact the 2

3 transition of the sales force could have on the Company's revenues and earnings. Plaintiff alleged that Defendants' failure to disclose the risks entailed in undertaking sweeping changes in its sales strategy and staff caused the market price of IQSW securities to be artificially inflated during the Class Period and that, as a result, he and the class members suffered damages. (d) The Defendants in the Action, individually and collectively, have denied and continue to deny each and all of the claims and contentions alleged by Plaintiff in his Complaint. Defendants specifically and strenuously deny that there have been any violations of the securities laws. Defendants believe that they have meritorious defenses to the claims asserted against them in the Action, as well as substantial defenses to the alleged damages relating to such Action. The Defendants have asserted and continue to assert many defenses thereto, and have expressly denied and continue to deny any wrongdoing or legal liability arising out of the conduct alleged in the Action. They have also denied that Plaintiff or members of the purported class have suffered damage, or that the price of IQSW's common stock was artificially inflated by reason of any misrepresentations, non-disclosures or otherwise, or that any defendant sold IQSW stock on the basis of material nonpublic information. Nonetheless, Defendants conclude that further conduct of the litigation of this Action 3

4 could be protracted and expensive and desire the Action to be fully and finally settled in the manner and upon the terms and conditions set forth in this agreement in order to limit further expense, inconvenience, and distraction. Defendants also take into account the uncertainty and risks of litigation, particularly in complex actions such as this, as well as the difficulties and delays inherent in such litigation. (e) On February 9, 1998, the Court appointed Harvey Altman as Lead Plaintiff in this Action and approved the selection of Abbey, Gardy & Squitieri, LLP (now known as Abbey Gardy LLP), Chitwood & Harley (now known as Chitwood & Harley LLP) and Faruqi & Faruqi, LLP as Lead Counsel for the Class he sought to represent, pursuant to Section 21D(a)(3)(B) of the Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995 ("PSLRA" or the "Reform Act"). (f) On May 8, 1998, Defendants filed IQSW Software Corporation, Charles R. Chitty, and David A. Cormack's Motion To Dismiss Complaint. That motion was fully briefed and remained pending at the time the settlement described herein was reached in principle. (g) Plaintiffs counsel conducted an extensive investigation regarding Plaintiffs claims and the underlying events and transactions that gave rise to the allegations set forth in the Complaint and conducted additional research after 4

5 discussions with counsel for Defendants regarding the claims asserted. Plaintiff, by his counsel, also discussed and negotiated with counsel for the Defendants (who also represent Sterling and Computer Associates) with respect to a compromise and settlement of the action. Plaintiffs counsel have evaluated the expense and length of time necessary to further prosecute the action against the Defendants and have evaluated the amount of any potential recovery if this litigation were to continue, taking into account the defenses raised and the uncertainties inherent in complex litigation. (h) As noted above, Defendants (and Sterling and Computer Associates) deny any liability to Plaintiff and have entered into the Settlement solely because they believe it will avoid the substantial expense, inconvenience, uncertainty of outcome, and distraction of protracted litigation. (i) Based upon their investigation, counsel for Plaintiff and the proposed Class have concluded that the terms and conditions of this Stipulation are fair, reasonable, and adequate to Plaintiff and the proposed Class, and in their best interests. Plaintiffs counsel have agreed to settle the claims raised in the action pursuant to the terms and provisions of this Stipulation, after considering (i) the benefits that Plaintiff and the members of the proposed Class will receive from 5

6 settlement of the action, (ii) the attendant risks of litigation and trial, and (iii) the desirability of permitting the Settlement to be consummated as provided by the terms of this Stipulation. NOW THEREFORE, in consideration of the mutual covenants and conditions herein, it is hereby stipulated and agreed, by and among the Plaintiff and the proposed Class and Defendants, by their respective counsel, that the litigation shall be settled and compromised, subject to the approval of the Court, pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, according to the following terms and conditions : THE TERMS OF THE PROPOSED SETTLEMENT A. Definitions The following terms as used in this Stipulation shall have the following meanings : 1. "Authorized Claimant" shall mean a Claimant whose claim has been approved in whole or in part by the Settlement Administrator. 2. "Class" shall be defined as all persons who purchased IQSW common stock between May 8, 1996 and February 3, 1997, inclusive and whose transactions in IQSW common stock resulted in a Recognized Loss, as defined in Subsection D of this Stipulation. Excluded from the Class are the Defendants, officers and 6

7 directors of IQSW during the Class Period, officers and directors of Sterling Software (Northern), Inc. ("sterling") and Computer Associates International, Inc. ("Computer Associates"), members of the immediate families of any excluded individual (as set forth above), and any affiliates or entities in which any of the Defendants have a controlling interest, and the legal representatives, heirs, successors, predecessors in interest or assigns of any of the Defendants. 3. " Defendants " for purposes of this Revised Stipulation shall mean IQ Software Corporation, Charles R. Chitty, David A. Cormack, and Jay S. Chaudhry. 4. " Effective Date" shall mean the date when all of the following conditions have been satisfied: (i) a final judgment, substantially in the form attached hereto as Exhibit E, shall have been entered by the Court approving and confirming the Settlement pursuant to Rule 23 of the Federal Rules of Civil Procedure and dismissing the entirety of this Action, on the merits, with prejudice and without costs, on the basis of this Settlement, as to the Plaintiff and as to all members of the Class, together with their heirs, executors, successors in interest, and assigns ; and (ii) the later of either (a) thirty (30) calendar days shall have elapsed from the entry of the judgment referred to in the preceding sub-paragraph 3(i) without 7

8 any appeal or appeals being taken therefrom ; or (b) thirty (30) days shall have elapsed from the date on which both of following conditions have been met : (i) the appeal has been finally determined or disposed of by the highest court before which appellate review has been sought in a manner that affirms the judgment or otherwise leaves the judgment in effect without any modification that would prejudice the rights of a party hereto, and (ii) the judgment is not subject to further appeal. For purposes of this sub- paragraph, "appeal" shall include a petition for a writ of certiorari that may be filed in connection with approval or disapproval of this Settlement. 5. "Escrow Account" shall mean the interest bearing escrow account established by the Escrow Agent at a financial institution that shall serve as a depository for the Settlement Fund, less such amounts that shall be withdrawn therefrom only pursuant to this Revised Stipulation or Order of the Court, together with such interest that has accrued thereon. 6. "Final Judgment " shall mean the Order and Final Judgment constituting a final judgment pursuant to Federal Rule of Civil Procedure 54, referred to in Section K hereof. 7. "Funding" means the delivery of the Settlement Fund to the Escrow 8

9 Account by or on behalf of Defendants. Funding by or on behalf of Defendants shall occur within two (2) business days from entry of the Implementing Order referred to in paragraph 8 below. 8. "Implementing Order" shall mean that Order of the Court, in the form annexed hereto as Exhibit A, which preliminarily approves the proposed Settlement and provides for, inter alia, notice to the Class and a date on which the fairness of the Settlement will be considered by the Court at a hearing to be scheduled by the Court. 9. " Named-Plaintiff ' or "Plaintiff' means Harvey Altman. 10. "Net Settlement Fund " shall mean the Settlement Fund less court approved deductions including, without limitation, attorneys' fees or other fees, costs and disbursements of Plaintiffs counsel and any applicable interest thereon, taxes and other expenses pursuant to Section G below. 11. " Proof of Claim" shall mean the form to be submitted by members of the Class in order for them to be eligible to participate in the distribution of the Net Settlement Fund. 12. "Released Parties " means each of the Defendants, Sterling, and 9

10 Computer Associates and their respective past or present directors, officers, employees, partners, member firms or affiliates, principals, agents, predecessors, successors, parents, subsidiaries, divisions, joint ventures, attorneys, underwriters, accountants, insurers, reinsurers, assigns, spouses, heirs, associates, related or affiliated entities, or any members of their immediate families, or any trusts for which any of them are trustees, settlers or beneficiaries. 13. " Settlement " shall mean the terms and provisions set forth herein, under and pursuant to which the Plaintiffs claims against the Defendants will be settled, subject to the approval of the Court. 14. " Settlement Administrator" shall be The Garden City Group, Inc. [IQ Software Corporation Securities Litigation, P.O. Box 9000#6131, Merrick, NY ), whose responsibilities will include : publishing and mailing notices, administering the settlement, and processing the Proofs of Claim pursuant to the terms and conditions of the Revised Stipulation. 15. "Settlement Fund " means the aggregate amount contributed by or on behalf of the parties pursuant to Section B below, which aggregate amount is Five- Hundred and Fifty Thousand ($550,000), ~lu!j the interest earned thereon or any 10

11 portion thereof beginning on the third business day after entry of the Implementing Order. B. Releases and Payment of the Settlement Amount 1. Subject to this Court's approval and consummation of the Settlement pursuant to the terms set forth herein, and pursuant to the Federal Rules of Civil Procedure, all claims, rights, or causes of action, whether known or unknown, whether accrued or unaccrued and whether arising under any state or federal statutory or common law that have been or that could have been asserted by the Plaintiff or any members of the Class either directly or representatively against the Released Parties that are related directly or indirectly in any way to the subject matter of the litigation (except for compliance with the Settlement) (the "Settled Claims"), shall be compromised, settled, released, and dismissed with prejudice without costs to any party except as set forth herein in exchange for the Settlement Consideration in accordance with the terms of this Stipulation of Settlement. The Plaintiff, for himself and all Class members (except for those members of the Class who have filed valid and timely Requests for Exclusion from the Settlement), hereby acknowledges that he intends to and he does hereby, fully, finally, and forever settle and release the Released Parties from any and all claims, rights, or causes of action, whether known 11

12 or unknown, whether accrued or unaccrued, and whether arising under any state or federal statutory or common law that have been or that could have been asserted by the Plaintiff or any members of the Class in the complaint, either directly or representatively against the Released Parties that are related directly or indirectly to the subject matter of the litigation (except for compliance with the Settlement). In furtherance of such intention, Plaintiff, for himself and all Class members (except for members of the Class who file valid and timely Requests for Exclusion from the Settlement), acknowledges that the release shall be and remain in effect as a full and complete release of any and all claims or matters that were alleged or could have been alleged in the Action, notwithstanding the subsequent discovery or existence of any such additional or different facts. For the purposes of this paragraph, "related directly or indirectly in any way to the subject matter of this litigation" shall include, but is not necessarily limited to, claims for negligence, gross negligence, breach of duty of care and/or breach of duty of loyalty and/or breach of duty of candor, fraud, negligent misrepresentation, breach of fiduciary duty, or violations of any state or federal statutes, rules and regulations, either directly, in a representative capacity or in any other capacity, allegedly held by any settlement class member against any of the Released Parties arising out of, relating to, or in connection with purchases, sales, or 12

13 ownership of IQSW common stock during the Class Period and arising out of or related to any of the alleged violations, acts, omissions, representations, facts, events, matters, transactions or occurrences referred to or that could have been referred to in the Complaint or other pleadings filed in the Action or otherwise alleged, asserted or contended in the Action based upon the facts alleged in the Complaint. 2. Within two (2) business days of entry of the Implementing Order, IQSW will cause to be paid on behalf of all Defendants $550,000 in cash into the Escrow Account. The escrowed funds shall be deemed to be in custodia leis of the Court and shall remain subject to the jurisdiction of the court. 3. Defendants shall also be responsible for the costs of providing notice to members of the Class and for the costs of the administration of the Settlement, while Plaintiff and his counsel shall be responsible for supervising both the notice and settlement administration processes. The parties will cooperate in good faith to ensure that such costs are reasonable. 4. Martin D. Chitwood, one of the counsel for Plaintiff, shall be Escrow Agent of the Escrow Account. The Escrow Agent shall not be liable for any acts or omissions done in good faith, nor for any claims, demands, or losses, or for any damages made or suffered by any party to this Agreement, excepting such as may 13

14 arise through or be caused by conversion, misappropriation, or loss of the Settlement Fund and/or the Escrow Agent's gross negligence or willful misconduct. 5. Until the release of the Net Settlement Fund pursuant to Sections E and I below, the Escrow Agent shall cause such funds to be invested and, when necessary, reinvested in thirty (30) day United States Treasury Notes or in an all-treasury Money Market Fund. All interest earned on the monies deposited in the Escrow Account shall go with the disposition of the Settlement Fund principal as provided herein. C. Authorized Claimants For purposes of determining the extent, if any, to which a member of the Class shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply : 1. Each member of the Class shall be required to submit a Proof of Claim in substantially the form annexed hereto as Exhibit B, supported by such documents as are designated therein or such additional documents or proof as the Settlement Administrator, in its discretion, may deem acceptable or necessary. The Proof of Claim form must be signed by the beneficial owner(s) of the IQS W common 14

15 stock that is the subject of the Proof of Claim or someone with authority to sign for the beneficial owner(s). 2. All Proofs of Claim must be submitted by the date specified in the Notice of Proposed Settlement, unless such period is extended by Order of the Court. Any member of the Class who fails to submit a Proof of Claim by such date shall be forever barred from receiving any payment pursuant to this Revised Stipulation (unless, by Order of the Court, a later submitted Proof of Claim by such Class Member is approved), but shall in all other respects be bound by the terms of this Revised Stipulation and by the Final Judgment entered by the Court. A Proof of Claim shall be deemed to have been submitted when posted, if a postmark appears on the envelope and it is mailed first-class postage prepaid and addressed in accordance with the instructions contained in the Notice, and in all other cases, shall be deemed to have been submitted when actually received by the Settlement Administrator. 3. Each Proof of Claim shall be submitted to the Settlement Administrator who shall determine, under the supervision of Plaintiffs counsel, in accordance with this Revised Stipulation and the Implementing Order, the extent, if any, to which each Claim shall be allowed, subject to appeal to the Court. 15

16 4. The Settlement Administrator shall reject Proofs of Claim that do not meet the requirements set forth herein and in the Implementing Order. Prior to such a determination, the Settlement Administrator shall communicate with Claimants to attempt to remedy deficiencies in Proofs of Claim submitted. The Settlement Administrator shall notify, in a timely fashion and in writing, all Claimants whose Proofs of Claim have been rejected in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that the Claimant whose Claim is rejected has the right to review by the Court if the Claimant so desires and complies with the requirements of Paragraph (5) below. 5. If any Claimant whose claim has been rejected in whole or in part desires to contest such rejection, the Claimant must, within twenty (20) days after the date of mailing of the notice required in Paragraph (4) above, send the Settlement Administrator a notice and statement of reasons indicating the Claimant's grounds for contesting the rejection along with any supporting documentation, and requesting a review thereof by the Court. Plaintiffs counsel shall thereafter present all such requests for review to the Court and any such Claimant shall be provided with notice of any hearing that may be scheduled in connection therewith. 16

17 6. The Settlement Administrator shall determine the Recognized Losses (defined in Section D below) for all Authorized Claimants. D. Class Benefits from Settlement The Net Settlement Fund shall be allocated among the Authorized Claimants pursuant to the "Plan of Allocation" described in this subsection D. The amount so allocated to each Authorized Claimant constitutes and is referred to herein as the Authorized Claimant's "Payable Claim." 1. Each Authorized Claimant shall receive, on a pro rata basis, that share of the Net Settlement Fund that the Authorized Claimant's Recognized Loss (as defined below) bears to the total recognized losses of all Authorized Claimants in accordance with the formula set forth below in Paragraph 2(b). 2. An Authorized Claimant's recognized loss ("Recognized Loss") shall be determined as follows : a. For shares of IQS W common stock purchased from May S, 1996 to February 3, 1997, inclusive, and sold on or before February 3, 1997, there will be no Recognized Loss ; 17

18 b. For shares of IQSW common stock purchased from May 8, 1996 to February 3, 1997, inclusive, and sold at a loss on or after February 4, 1997 or held until the merger with Information Advantage, Inc. on August 31, 1999, the Recognized Loss will be the purchase price paid for IQSW common stock less the sales price received for IQSW common stock. For purpose of this paragraph, the actual sales price will be considered only as to those shares sold by Authorized Claimants within ninety (90) business days after the expiration of the Class Period. As to shares that were sold after the expiration of this ninety business day period or held until the merger, the Recognized Loss will be calculated using an assumed sales price of $10.02 per share, which is the average closing price of IQSW common stock for the period of February 4, 1997 through June 12, 1997 ; c. For shares of IQSW common stock purchased from May 8, 1996 to February 3, 1997, inclusive, and sold at a gain on or after February 4, 1997, there will be no Recognized Loss. d. For shares of IQS W common stock that were purchased from May 8, 1996 to February 3, 1997, and where the purchase was rescinded, there will be no Recognized Loss. 18

19 3. Purchases and sales of IQSW common stock shall be matched based on the assumption that the first share purchased was the first share sold. The date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement date." "Short" sales shall not be recognized for any amount of loss on the cover or purchase transaction. In the interest of economy, no payment shall be made to any Authorized Claimant whose Payable Claim would be less than $10 based on the initial proration of the Net Settlement Fund to Authorized Claimants. The calculation of Recognized Losses will be made by the Claims Administrator, based on the trading data submitted by Authorized Claimants. 4. The proceedings for the approval or disapproval by the Court of the proposed Plan of Allocation are not part of the Settlement set forth in this Stipulation and are to be considered by the Court separately from the Court's consideration of the fairness, reasonableness, and adequacy of the Settlement set forth in this Stipulation. Any order or proceedings related to the approval of the proposed Plan of Allocation, or any appeal from any order relating thereto or reversal or modification thereof, shall not modify, terminate or cancel this Stipulation, or affect or delay the finality of the Judgment approving the Stipulation and the Settlement of the Litigation. 19

20 5. The Named Plaintiffs claims will be paid on the same basis as the absent class members and no further or other compensation or reimbursement will be made to the Named Plaintiff for his participation in the Action. E. Distribution of Net Settlement Fund 1. Plaintiffs counsel will apply to the Court, on notice to Defendants' Counsel, for an order (the "Class Distribution Order") approving the Settlement Administrator's administrative determinations concerning the acceptance and rejection of the claims submitted herein, and, if the Effective Date has occurred, directing payment of the Net Settlement Fund to Authorized Claimants.' When applying to the Court for the Class Distribution Order, Plaintiff's counsel shall present a full report from the Settlement Administrator detailing its procedures taken in connection with the administration of the Settlement Fund. The report from the Settlement Administrator shall include, at a minimum, the following : a. the number of notice and proof of claim packets mailed out ; b. the number of claims received ; The parties have stipulated that Defendants shall be responsible for the Settlement Administrator's fees and expenses, in addition to paying the settlement fund provided for herein. 20

21 c. the number of claims accepted that were timely ; d. the number of claims proposed to he accepted that were received or postmarked after the proof of claim filing deadline, as established by the Implementing Order to be entered in this case ; e. the number of claims rejected and the procedures employed to give notice and an opportunity to cure to claimants whose submissions were rejected in whole or in part and the reasons therefore ; and f. whether any objections to the Settlement Administrator's final recommended disposition of the claims were received and, if so, the substance and status of those objections. 2. The Settlement Administrator shall be appointed by the Court in the Implementing Order pursuant to Fed. R. Civ. P. 53. As an agent of the Court, the Settlement Administrator shall prepare an interim status report, which Plaintiff s counsel shall file with the Court four months following the proof of claim deadline, if an application for a Class Distribution Order has not by then been filed. An interim status report shall thereafter be filed every three months until the Net Settlement Fund 21

22 has been distributed so the Court may be fully apprised of the status of the claims administration of the Settlement Fund. If requested and nn notice to Plaintiffs counsel and Defendants' Counsel, the Settlement Administrator will appear in person to answer any questions the Court may have in connection with the claims administration process. 3. The Net Settlement Fund shall be distributed to Authorized Claimants by the Settlement Administrator, only after the Effective Date (as defined in paragraph A.4 above) and after: (i) all Claims have been processed, and all Claimants whose Claims have been rejected or disallowed, in whole or in part, have been notified and provided the opportunity to object to such rejection or disallowance ; (ii) all objections with respect to all rejected or disallowed Claims have been resolved by the Court, and all appeals therefrom have been resolved or time therefor has expired ; and (iii) all matters with respect to attorneys' fees, costs, and disbursements have been resolved or the time therefor has expired. F. Jurisdiction Over Claimants And Claims Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the Claimant's Proof of Claim. All proceedings with respect to the Settlement described by this Revised Stipulation and the determination of all 22

23 controversies relating thereto, including but not limited to disputed questions of law and fact with respect to the validity of Claims, shall be subject to the jurisdiction of the Court. G. Segregation of Portion of Fund for Income Tax Purposes The Settlement payments into the Escrow Account (collectively the "Escrow Funds") shall be treated as payments into qualified or designated settlement funds under 468B of the Internal Revenue Code and Regulations promulgated thereunder (including specifically Treasury Regulation 1.468B-1). Defendants agree to take all reasonable steps requested by the Escrow Agent to enable the Escrow Funds to be treated as qualified or designated settlement funds. The Escrow Agent, with the assistance of the Settlement Administrator, shall file all information and other tax returns necessary to report any income earned by the Escrow Funds, as and when legally required, and tax payments (including interest and penalties) due on the income earned by the Escrow Funds. All such taxes (including any interest and penalties) and associated costs due with respect to the income earned by the Escrow Funds shall be paid out of the Escrow Funds, and the Released Parties shall have no responsibility therefor. 23

24 H. Award of Attorneys' Fees and Disbursements Plaintiff s counsel intend to apply to the Court for an award of attorneys' fees, exclusive of disbursements, and the fees and any disbursements and fees of any experts, in an amount not to exceed 20 Io of the Settlement Fund and any applicable interest that shall have accrued thereon from the date of Funding, plus the actual out- of-pocket costs of Plaintiffs counsel and Plaintiff. All such attorneys' fees and expenses shall be paid from the Settlement Fund before distribution to the Class. However, the parties understand that the Court will not determine the fee award until the Settlement Administrator has provided the Court with a report reflecting the claims approved and rejected. Defendants take no position with respect to Plaintiffs counsel's application for attorneys' fees and reimbursement of expenses and approval of this Settlement is not contingent upon approval of the application of Plaintiffs counsel for attorneys' fees or reimbursement of expenses. I. Payment of Attorneys' Fees And Disbursements At the time the Net Settlement Fund is distributed to Authorized Claimants, Plaintiffs counsel shall be entitled to receive any fees and disbursements awarded to them by the Court including interest from the date the Settlement Fund 24

25 is funded to the date of payment of attorneys' fees and disbursements, which funds shall be disbursed from the Escrow Account. J. The Implementing Order As soon as practicable after this Stipulation has been executed, the parties shall jointly move the Court for approval of the Settlement. As part of that motion, the parties shall apply jointly for an Implementing Order in the form attached as Exhibit A (the "Order") : 1. Providing that in accordance with the Revised Stipulation entered by the parties, this action shall be maintained and shall proceed as a class action pursuant to Federal Rule of Civil Procedure 23 on behalf of the Class and certifying the Class pursuant to Rule 23(b)(3) ; 2. Directing that Notice of the proposed Settlement (the "Notice") be provided to all members of the Class who can reasonably be identified by individual notice in a form that shall be approved by the Court and by publication of the summary form of notice once in the national edition of The Wall Street Journal in a manner to be approved by the Court. The individual and summary forms of notice shall be in the forms annexed hereto as Exhibits C and D, respectively, except that dates, telephone numbers, and other contact information may be added ; 25

26 3. Directing that a Proof of Claim form, substantially in the form attached as Exhibit B, accompany the Notice. 4. Setting a hearing date pursuant to Rule 23(e) of the Federal Rules of Civil Procedure (the "Settlement Hearing") (i) to determine the fairness, reasonableness, and adequacy of this Settlement and whether it should be approved by the Court; (ii) to determine whether a judgment should be entered dismissing the litigation, with prejudice, and without costs ; and (iii) to hear argument concerning the applications by Plaintiff's counsel for an award of attorneys' fees, and reimbursement of expenses. 5. Providing that any member of the Class who objects to this Settlement, or any part thereof, may appear at the Settlement Hearing to show cause why the Settlement should not be approved as fair, reasonable, and adequate, provided that such member files his, her, or its written objections to the Settlement with the Clerk of the Court, and serves copies thereof upon counsel of record designated in the Notice, at least fifteen (IS) days prior to the date of the hearing or as otherwise ordered by the Court; 6. Establishing the method and schedule for Class members to request exclusion from the proposed Settlement ; and 26

27 by the parties. 7. Containing such other provisions as may be mutually agreed upon K. Form Of Order And Final Judgment and Effect Of Entry/ Non-Entry/Reversal/Modification Thereof 1. If the Settlement (including any modification thereto made with consent of the parties as provided for herein) shall be approved by the Court following a hearing, the parties shall jointly request the Court to enter a Final Judgment in the form annexed hereto as Exhibit E approving the Settlement and dismissing the entire litigation with prejudice as against Plaintiff, all members of the Class, and the Defendants inter se, except that such dismissal shall be without prejudice with respect to claims which might be asserted by persons or entities who have filed a valid and timely Request for Exclusion from the Class. 2. In the event that (i) a Final Judgment substantially in the form of Exhibit E is not entered, (ii) any such Final Judgment is finally reversed or modified upon appeal so as to prejudice the rights of any party (it being understood and agreed that for purposes of this Settlement any change in the nature and scope of the Releases shall constitute prejudice), or (iii) the Settlement is not approved by the Court, then the Settlement shall be terminated and shall become void and shall have 27

28 no further force and effect, and Plaintiff shall return to Defendants the entire Settlement consideration together with earned interest in accordance with their respective proportionate contributions. 3. If the Settlement is terminated or fails to become effective in accordance with this agreement, the certification of the Settlement Class shall be revoked without requiring any additional action of the parties or the Court, and the parties shall be restored to their respective positions in the Action. In such event, Defendants reserve the right to object to the certification of any class or to the appointment of the Named Plaintiff or any other person as a class representative, and neither the Named Plaintiff nor any other purported member of the class alleged in the Complaint shall use this agreement in support of any argument in favor of class certification or class representation. 4. Concurrent with the execution of this Revised Stipulation, the Parties have executed a letter agreement setting forth certain conditions under which Computer Associates, on behalf of the Defendants, may, at its sole option, withdraw from, terminate, and cancel the Settlement based on Class Members excluding themselves from the Settlement (the "Letter Agreement"), provided that Computer Associates exercises this option within ten (10) business days after receipt of notice 28

29 from the Settlement Administrator of the number of IQSW shares that have been excluded from the Settlement, which notice cannot be delivered prior to the time when the number of persons who have excluded themselves from the Settlement has been finally deternuned. The Letter Agreement shall be filed with the Court under seal at the time of the Settlement Hearing. L. Conclusive Effect of Settlement Each member of the Class who does not file a Proof of Claim or whose Claim is not approved by the Court shall be barred from participating in the distribution of the Net Settlement Fund, but otherwise shall be bound by all of the terms of this Revised Stipulation unless he, she, or it shall have requested to be excluded from the Settlement by mailing or delivering a Request for Exclusion pursuant to the terms of the Implementing Order. M. No Admission This Stipulation and all negotiations and papers related to it, and any proceedings in connection with the Settlement, whether or not the Settlement is consummated, are not and shall not be construed to be evidence of any liability of any of the Released Parties for any of the claims asserted in this action, or an admission by any or all of the Released Parties respecting the validity of any of the 29

30 claims asserted in the action, or of any wrongdoing by any of the Released Parties whatsoever, and shall not be offered for admission as evidence of such liability or wrongdoing or lack thereof. 2. Neither this action nor any document referred to herein, nor any action taken to carry out this agreement, is, may be construed as, or may be used as an admission by, agreement to, or otherwise used against the Defendants, or any of them, of the merits, or of any fault, wrongdoing or liability whatsoever. Entering into or carrying out this agreement (or the exhibits hereto) and any negotiations or proceedings related thereto shall not in any event be construed as, or be deemed to be evidence of, an admission or concession with regard to the denials or defenses of any of the Defendants and shall not be offered or received in evidence in any action or proceeding in any court, administrative agency or other tribunal for any purpose whatsoever other than to enforce the provisions of this agreement (and the exhibits hereto), or the provisions of any related agreement or release ; except that this agreement and the exhibits hereto may be filed in this litigation or related litigation as evidence of this settlement, or in any subsequent action against or by the Defendants or the release parties to support a defense of res 'ud icata, collateral estoppel, release, or other theory of claim or issue preclusion or similar defense. 30

31 N. Miscellaneous 1. The parties and their respective counsel shall use their best efforts and cooperate fully with one another in (a) preparing, executing and seeking approval of all documents necessary to effectuate the settlement contemplated by this Stipulation, and (b) effecting the full consummation of the settlement in accordance with their respective responsibilities set forth herein. 2. It is specifically agreed that the fairness, reasonableness, and adequacy of the Settlement may be considered and ruled upon by this Court independently of any award of fees and disbursements requested by counsel for Plaintiff. 3. Each of the attorneys executing this Revised Stipulation on behalf of one or more of the parties hereto warrants and represents that he or she has been duly authorized and empowered to execute this Stipulation on behalf of such party. 4. This Revised Stipulation may be amended or any of its provisions waived only by a writing executed by all signatories hereto. 5. This Revised Stipulation may be executed in two or more counterparts, each of which shall constitute an original but all of which together shall constitute the same agreement. 31

32 6. This Revised Stipulation shall be governed by the substantive laws of the State of Georgia. 7. This Revised Stipulation shall be deemed to have been mutually prepared by the Parties and shall not be construed against any of them by reason of authorship. IN WITNESS WHEREOF, and intending to be legally bound hereby, this Revised Stipulation has been executed by the undersigned counsel who have been duly authorized to execute this Revised Stipulation on behalf of their respective clients. This 171- day of ~, & HA$.L.VY, LLP By : ~~ in D. C twood mod. Bar No Lauren S. Antonino Ga Bar No David A. Bain Ga. Bar. No Promenade Two 1230 Peachtree Street, N.E. Atlanta, Georgia Telephone : (404) Facsimile : (404)

33 ABBEY GARDY LLP By : Mark C. Gar y Karin E. Fisch 212 East 39th Street New York, New York (212) FARUQI & FARUQI, LLP By : 0'" -" Nadeem Faro 320 E. 39" Street New York, New York (212) Co-Lead Counsel for Plaintiff POWELL, GOLDSTEIN, FRAZER & MURPHY LLP By : V 4&,C-a- 1 r '61696 `Wcott Sorrels, Esq. ~;-04t! R. Bielema, Esq. 191 Peachtree Street, N.E. Atlanta, Georgia (404) Counsel for Defendants and for Sterling 33

34 Software (Northern), Inc, and for Computer Associates International, Inc. 34

35 EXHIBIT / ATTACHMENT fi (To be scanned in place of tab)

36 X EXHIBIT A IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION HARVEY ALTMAN, on behalf of himself and all others similarly situated, CIVIL ACTION NUMBER 1 :97-CV-3203 Hon. Orinda Evans Plaintiff, VS. IQ SOFTWARE CORPORATION, CHARLES R. CHITTY, DAVID A. CORMACK and JAY S. CfIAUDHRY, Defendants. IMPLEMENTING PRELIMINARY APPROVAL ORDER The parties having made application'. pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, for an Order implementing the settlement of this action in accordance with the Revised Stipulation And Agreement Of Compromise And ' Defendant IQ Software, Inc. (IQSW) made such application through its successor in interest, Computer Associates International, Inc. (Computer Associates). A-1

37 Settlement filed with the Court on May_, 2004 (the "Stipulation of Settlement"), and which together with the exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of this action, and for a judgment dismissing this action with prejudice upon the terms and conditions set forth therein ; and the Court having read and considered the Revised Stipulation of Settlement and the exhibits annexed thereto ; and all parties having consented to the entry of this Order ; it is hereby ORDERED : 1. A hearing (the "Hearing") shall be held on -, 2004 at-:-_ m. in Room - of the United States District Court for the Northern District of Georgia, Atlanta Division, 75 Spring Street, Atlanta, Georgia (i) to determine whether the proposed settlement on the terms and conditions provided for in the Revised Stipulation of Settlement is fair, reasonable and adequate and should be approved by the Court and whether the judgment containing the provisions set forth in paragraph K of the Revised Stipulation of Settlement should be entered thereon and (ii) to hear arguments concerning the application by the attorneys for Plaintiff and the Class in the action for an award of fees and reimbursement of expenses, although the Court retains the right to take Plaintiff's counsel's application in whole or in part under advisement after the A-2

38 Hearing. The Court may adjourn the Hearing or the hearing date without further notice to members of the Class. 2. (a) The Court hereby conditionally certifies for settlement purposes only, a class defined as follows : all those persons who purchased IQ Software Corporation ("IQSW") common stock between May 8, 1996 and February 3, 1997 (the Class Period) and whose transactions in IQSW common stock resulted in a Recognized Loss, as defined in Subsection D of the Revised Stipulation Of Settlement (the "Class"). Excluded from the Class are the Defendants, officers and directors of IQSW during the Class Period, officers and directors of Sterling Software (Northern), Inc. ("Sterling") and Computer Associates International, Inc. ("Computer Associates"), members of the immediate families of any excluded individual (as set forth above), and any affiliates or entities in which any of the Defendants have a controlling interest, and the legal representatives, heirs, successors, predecessors in interest or assigns of any of the Defendants. Class Counsel shall consist of Plaintiff's co-lead counsel of record in this action. (b) The Court preliminarily finds that (i) the members of the Class are so numerous as to make joinder impracticable ; (ii) the claims of the Plaintiff representative are typical of the claims of the Class members he seeks to represent ; (iii) the interests of A-3

39 the members of the Class will be and have been fairly and adequately represented by the named representative and his counsel of record in this action ; (iv) a class action is superior to other available methods for the fair and efficient adjudication of this action ; (v) common questions of law and fact exist as to all members of the Class ; and (vi) such common questions predominate over any questions solely affecting individual members of the Class. (c) Pursuant to Rule 23(c)(1)(B), the claims and issues in this Action primarily concern whether Defendants misrepresented and concealed, with actual knowledge or with severe recklessness, facts regarding the progress of and risks associated with IQ Software's decision to transition its entire marketing and sales force during the Class Period in a scheme to artificially inflate the value of IQ Software's common stock. A further issue is the extent to which Plaintiff was damaged as a result of the alleged fraud. The defenses in this action include the assertions that Defendants did not make actionable false statements, that Defendants' Class Period statements were accompanied by cautionary language and risk disclosures, and that Defendants did not act with the requisite intent. 3. The Court approves, in form and content : the Proof of Claim ; the Notice A-4

40 of Proposed Settlement of Class Action, Motion for Attorneys' Fees and Settlement Fairness Hearing (the "Notice") ; the Court-Ordered Summary Legal Notice (the "Summary Notice") ; annexed as Exhibits B, C and D respectively to the Revised Stipulation and Agreement of Compromise and Settlement, and finds that the publication, mailing and distribution of such notice in the manner and the form set forth in this Order meet the requirements of Rule 23 of the Federal Rules of Civil Procedure, due process and the Rules of this Court, and is the best notice practicable under the circumstances and shall constitute due and sufficient notice to all persons entitled thereto. 4. Pursuant to Fed. R. Civ. P. 53, the Court appoints The Garden City Group, Inc. (GCG) as the Settlement Administrator. As the Settlement Administrator, GCG shall ensure that within ten (10) business days of the Court's entry of this Order, a copy of the Notice in the form annexed as Exhibit C to the Revised Stipulation of Settlement shall be mailed by first class mail to each member of the Class to the extent shown by the records of IQS W or its stock transfer agent at the address set forth in such records. In addition, GCG shall ensure that within fourteen (14) business days of the Court's entry of this Order, a copy of the Summary Notice, in the form annexed as Exhibit D to the Revised Stipulation of Settlement, shall be published once in the national edition of A-5

41 The Wall Street Journal. At or prior to the Hearing provided in paragraph 1 of this Order, proof, by affidavit, of such mailing and publication shall be tiled. In addition, GCG, as the Settlement Administrator shall provide detailed reports to Class Counsel for submission to the Court, as required by section E, paragraphs 1 and 2 of the Revised Stipulation. As a condition to GCG's acceptance of its appointment as the Settlement Administrator, GCG must consent to appear before the Court, upon request, and answer any questions the Court may have concerning services rendered. A copy of this Implementing Order shall be provided by Class Counsel to GCG within one business day of its reception by Class Counsel. 5. At least five (5) business days prior to the Hearing, Plaintiff will submit papers seeking approval of the proposed settlement set forth in the Revised Stipulation of Settlement and seeking an award of reasonable fees and costs for Plaintiffs counsel. 6. Any member of the Class may, but need not, enter an appearance in this action on his own behalf or through counsel of his own choice. Any member of the Class who does not enter an appearance shall be represented by Class Counsel designated herein. 7. (a) Any member of the Class may appear on his own behalf or through counsel of his own choice at the Hearing and show cause why the Revised Stipulation of A-6

42 Settlement should not be approved, or why attorneys' fees and expenses should not be awarded as applied for ; provided, however, that, unless the Court shall otherwise direct, no person shall be heard, and no written objection, memorandum or other paper shall be received or considered by the Court, unless such person shall file with the Court no later than fifteen (15) days prior to the scheduled date of the Hearing, showing due proof of service on counsel Karin Fisch, Esq. of Abbey Gardy LLP, for Plaintiff and W. Scott Sorrels, Esq. of Powell, Goldstein, Frazer & Murphy LLP for Defendants and Sterling and Computer Associates, a copy of such written objections, pleadings, memoranda or other papers and information, and furnishing the name and address of such person and the number of shares of IQSW common stock purchased during the Class Period and stating the basis for such objection. Any member of the Class who does not object in the manner provided shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness, reasonableness or adequacy of the proposed settlement as incorporated in the Stipulation of Settlement. A Class Member need not appear pursuant to 9[ 6 above to enter an objection to the settlement. (b) Any member of the Class who wishes to opt-out of the Class may do so by sending a written request to be excluded (substantially in the form attached to the Proof of Claim) to IQ Software Corporation Securities Litigation, c/o The Garden City A-7

43 Group, Inc., Settlement Administrator, P.O. Box 90W#6131, Merrick, NY , postmarked on or before fifteen (15) days before the hearing date. Such request shall include the full name of the beneficial owner of the shares of IQSW common stock purchased during the Class Period and the number of shares purchased. 8. In the event the settlement proposed in the Revised Stipulation of Settlement does not become effective as provided in paragraph K(1) of the Revised Stipulation of Settlement, then, the Stipulation of Settlement shall become null and void and of no further force and effect, and shall not be used or referred to for any purpose whatsoever. In such event, the Revised Stipulation of Settlement and all negotiations and proceedings relating thereto, shall be withdrawn without prejudice as to the rights of any and all parties thereto, subject to the provisions of paragraph K(2-3) of the Revised Stipulation of Settlement, and such parties shall be restored to their respective positions existing as of the date of the Revised Stipulation of Settlement except as to funds which have been expended for the costs of notice and administration as set forth in the Stipulation of Settlement. 9. Those Class Members who wish to participate in the Settlement shall submit their Proof of Claim forms no later than 120 days after the date of mailing of the Notice and Proof of Claim forms referenced in paragraph 4(a) above. A-8

44 10. The Court reserves the right to approve the Settlement with or without modification or further notice of any kind. The Court further reserves the right to enter its Final Judgment approving the Revised Stipulation and dismissing the complaint on the merits and with prejudice regardless of whether it has approved the Plan of Allocation or awarded attorneys' fees and expenses. Dated: The Honorable Orinda D. Evans Northern District of Georgia A-9

45 EXHIBIT / ATTACHMENT 8 (7'o be scanned in place of tab)

46 ID Software Corporation Securities Litigation Must be Postmarked c/o The Garden City Group, Inc. IQs No Later Than Settlement Administrator 2004 P.O. Box 9000 #6131 Merrick, NY (866) PROOF OF CLAIM Claim Number : Control Number : WRITE ANY NAME AND ADDRESS CORRECTIONS BELOW OR IF THERE IS NO PREPRINTED DATA TO THE LEFT, YOU MUST PROVIDE YOUR FULL NAME AND ADDRESS HERE: Name : Address: IF THE ABOVE AREA IS BLANK" YOU MUST ENTER YOUR FULL NAME AND ADDRESS HERE c State/Country: Please Till in Social Security Number/ Taxpayer ID Number if box is blank : (Required) Zip Code : Identity of Claimant : (Complete only the applicable portions) Daytime Telephone Number. D Individual D Corporation D Joint Owners O IRA O Estate D Trust Evening Telephone Number : ( ~ - O other (specify) IF YOU PURCHASED THE COMMON STOCK OF ID SOFTWARE CORPORATION ("IQSW") DURING THE PERIOD FROM MAY 8, 1996, THROUGH AND INCLUDING FEBRUARY 3, 1997 ("CLASS PERIOD") AND SUFFERED A LOSS AS A RESULT OF SELLING THAT STOCK ON OR AFTER FEBRUARY 4, 1997, OR HOLDING THAT STOCK UNTIL THE MERGER WITH INFORMATION ADVANTAGE, INC. ON AUGUST 31, 1999, YOU ARE A "CLASS MEMBER" AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT PROCEEDS. IMPORTANT NOTE : IF YOU ARE A DEFENDANT IN THIS CASE, A MEMBER OF THE IMMEDIATE FAMILY (PARENTS. SPOUSES, SIBLINGS, AND CHILDREN) OF THE INDIVIDUAL DEFENDANTS, AN OFFICER OR DIRECTOR OF IQ SOFTWARE DURING THE CLASS PERIOD, OR AN OFFICER OR DIRECTOR OF STERLING (NORTHERN), INC. OR COMPUTER ASSOCIATES INTERNATIONAL, INC., OR YOU ARE ONE OF THEIR LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS, ASSIGNS, OR ANY ENTITY IN WHICH ANY DEFENDANT HAS OR HAS HAD A CONTROLLING INTEREST, YOU ARE NOT ELIGIBLE TO PARTICIPATE IN THIS SETTLEMENT. IF YOU ARE A CLASS MEMBER AND WISH TO RECEIVE A DISTRIBUTION FROM THE SETTLEMENT OF THIS CASE, YOU ONLY NEED TO COMPLETE AND SUBMIT THIS FORM IN ORDER TO BE ELIGIBLE TO RECEIVE SETTLEMENT BENEFITS IN THE FORM OF A CASH PAYMENT. IF YOU ARE A CLASS MEMBER, AS DEFINED ABOVE, BUT WISH INSTEAD TO EXCLUDE YOURSELF FROM THE SETTLEMENT CLASS IN THIS CASE, YOU MUST FILL OUT AND RETURN THE REQUEST FOR EXCLUSION WHICH IS FOUND ON ATTACHMENT A. TO BE ELIGIBLE TO RECEIVE A DISTRIBUTION FROM THE SETTLEMENT OF THIS CASE, YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND MAIL IT BY FIRST CLASS MAIL, POSTMARKED NO LATER THAN, 2004 TO THE FOLLOWING ADDRESS : IQ Software Corporation Securities Litigation do The Garden City Group, Inc. Settlement Administrator P.O. Box 9000 #6131 Merrick, NY

47 . IF YOU DO NOT MAIL YOUR PROOF OF CLAIM BY, 2004, YOUR CLAIM MAY BE REJECTED AND YOU MIGHT NOT RECEIVE ANY MONEY IN CONNECTION WITH THE SETTLEMENT OF THIS LITIGATION. IF YOU SEND YOUR CLAIM BY FIRST CLASS MAIL, IT SHALL BE DEEMED TO HAVE BEEN SUBMITTED WHEN POSTMARKED. IF IT IS NOT POSTMARKED, IT SHALL BE DEEMED SUBMITTED ON THE DATE ACTUALLY RECEIVED IF YOU WISH TO ASSURE THAT YOUR FORM IS ACTUALLY RECEIVED BY THE SETTLEMENT ADMINISTRATOR THEN YOU SHOULD SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED. PLEASE NOTIFY THE SETTLEMENT ADMINISTRATOR OF ANY CHANGE IN ADDRESS AFTER YOU SUBMIT YOUR FORM. PLEASE DO NOT MAIL OR DELIVER YOUR CLAIM FORM TO THE COURT OR TO ANY OF THE PARTIES OR THEIR COUNSEL BECAUSE ONLY CLAIMS MAILED TO THE ADDRESS LISTED ABOVE WILL BE CONSIDERED. PLEASE BE ADVISED THAT IF YOU RECEIVED YOUR IQ SOFTWARE COMMON STOCK FROM A METHOD OTHER THAN A PURCHASE (FOR EXAMPLE, AS A GIFT), YOU ARE NOT ELIGIBLE TO SUBMIT A CLAIM. PLEASE READ EACH ITEM BELOW AND VERIFY THAT EACH STATEMENT IS TRUE BEFORE YOU SIGN THIS FORM. NOTE : If you are acting in a representative capacity on behalf of a Class Member (for example, as an executor, administrator, trustee, or other representative), you must submit evidence of your current authority to act on behalf of that Class Member. Such evidence would include, for example, power of attorney, letters testamentary, letters of administration, or a copy of the trust documents. 1. I (or the person/entity I represent) purchased IQ Software securities during the period from May 8, 1996 through and including February 3, 1997 and have suffered a loss as a result of those purchases, and believe that I am a Class Member as defined above, or that I am acting for such person, and therefore that I am eligible to receive a cash payment in this settlement. 2. I have read and understand the Notice, I elect to participate in the proposed settlement described in the Notice, and I have not requested to be excluded from the settlement. 3. I have provided below all requested information related to all my purchases and sales of ID Software common stock from May 8, 1996 through and including June 12, I understand that the information requested by this form is subject to verification and is designed to provide the minimum amount of information necessary to process most simple claims, and I agree to furnish additional information to support this claim if requested to do so. 5. In the space provided below (please attach additional sheets if you need more space), please fill in the name, address, telephone, and either the Social Security Number or Taxpayer I.D. Number of the Owner of the ID Software stock which was purchased from May 8, 1996 through and including February 3, Also, please check the appropriate box which best describes the Owner (Individual, Corporation, etc.). IMPORTANT NOTE : The Internal Revenue Service ("I.R.S.") REQUIRES THAT YOU LIST YOUR SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER. If you fail to provide this information, your claim may be rejected. NOTICE REGARDING ELECTRONIC FILES : Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic files. However, please note that all Claimants MUST submit a manually signed paper Proof of Claim form listing all their transactions whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Settlement Administrator at 1-(866) or visit their website at to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Settlement Administrator issues to the Claimant a written acknowledgment of receipt and acceptance of electronically submitted data.

48 SCHEDULE OF TRANSACTIONS IN IQ SOFTWARE COMMON STOCK Separately list each of your purchases and sales of ID Software common stock below. Attach a separate schedule if more space is needed. Be sure to include your name and Social Security Number or Tax ID Number on any additional sheets. The date of purchase or sale is the "trade' or 'contract" date, and not the "settlement" or 'payment" date. 6. BEGINNING HOLDINGS : State the total number of shares of IQ Software common stock held at the close of trading on May 7, 7996 : (Note : Please provide a legible copy of the May 1996 monthly statement.) D PURCHASES : Separately list each and every purchase of IQ Software common stock during the period May 8, 1996 through and including February 3, 7997, inclusive : (Note : Please provide legible copies of broker confirmation slips or monthly brokerage statements for each and every purchase listed below.) Date(s) of Purchase Number of Shares of Purchase Price Total Cost (List Chronologically) Common Stock Per Share of (including commissions, Month/DaylYear Purchased Common Stock faxes, and fees) I D D D DD D :/j DD D 8. PURCHASES : State the number of shares of ID Software common stock purchased during the period February 4, 1997 and June 12, 7997 inclusive : D 9. SALES : Separately list each and every sale of IQ Software common stock during the period May 8, 1996 through June 12, 1997, inclusive : (Note: Please provide legible copies of broker confirmation slips or monthly brokerage statements (or each and every sale listed below.) Date(s) of Sale Number of Shares of Sale Price Per Share of Amount Received (List Chronologically) Common Stock Sold Common Stock (minus commissions, Month/Day/Year taxes, and fees) D 0 O DDD 0DD 70. UNSOLD HOLDINGS : State the total number of shares of IQ Software common stock held at the close of business on June 72, 7997 : (Note : Please provide a legible copy of the June 1997 monthly statement.) D IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PHOTOCOPY THIS PAGE

49 11. Please ENCLOSE PROOF OF YOUR TRANSACTIONS AND OWNERSHIP OF IQ SOFTWARE STOCK LISTED ABOVE. YOU SHOULD SUBMIT photocopies of all stockbroker's confirmation slips, stockbroker's statements, trade confirmations, relevant portions of your tax returns, or other documents which show each purchase, sale, or retention of IQ Software securities you listed on this form. (IF THESE DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN A COPY FROM YOUR BROKER OR TAX ADVISOR BECAUSE THESE DOCUMENTS ARE NECESSARY TO PROCESS YOUR CLAIM.) Please note that the receipt of stock by gift does not constitute a purchase and gifts should not be listed on this claim form. 12. I agree to submit to the personal jurisdiction of the Northern District of Georgia to resolve any dispute under this agreement. UNDER PENALTY OF PERJURY, I (WE) CERTIFY THAT ALL OF THE INFORMATION PROVIDED ON THIS FORM IS TRUE AND CORRECT. I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(c) of the Internal Revenue Code because : (a) I am (We are) exempt from backup withholding, or (b) I (We) have not been notified by the I.R.S. that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the I.R.S. has notified me (us) that I am (we are) no longer subject to backup withholding. NOTE : If you have been notified by the I.R.S. that you are subject to backup withholding, please strike out the language that you are not subject to backup withholding in the certification above. Signature of Claimant (If this claim is being made on behalf of Joint Claimants, then each must sign) Signature nature Date

50 REMINDER CHECKLIST 1. Please sign Page 4 of the Proof of Claim form. 2. If this claim is made on behalf of joint claimants, then both must sign. 3. Please remember to attach supporting documents. 4. DO NOT SEND ORIGINALS OF ANY SUPPORTING DOCUMENTS. 5. Keep a copy of your Proof of Claim and all documentation submitted for your records. 6. The Administrator will acknowledge receipts of your Proof of Claim by mail. Your claim is not deemed filed until you receive an acknowledgement postcard. If you do not receive an acknowledgement postcard within 30 days, please call the Administrator toll-free at 1 (866) If you move, please send us your new address. 8. Do not use highlighter on the Proof of Claim form or supporting documentation. THIS PROOF OF CLAIM MUST BE SUBMITTED NO LATER THAN 2004, AND MUST BE MAILED TO : IQ Software Corporation Securities Litigation c/o The Garden City Group, Inc. Settlement Administrator P.O. Box 9000 #6131 Merrick, NY

51 ATTACHMENT A INSTRUCTIONS : USE THIS FORM ONLY IF YOU WISH TO EXCLUDE YOURSELF FROM THE CLASS, IN WHICH CASE YOU WILL NOT RECEIVE ANY DISTRIBUTION FROM THE SETTLEMENT FUND BUT WILL RETAIN YOUR RIGHT TO SUE DEFENDANTS Read the enclosed legal notice carefully before filling out this form. The undersigned has read the notice of class action dated, 2004 and does NOT wish to remain a member of the Plaintiff Class certified in the case of Altman v. IQ Software Corporation, et al., 1 :97-CV-3203-ODE in the United States District Court for the Northern District of Georgia. By filling out this form, the undersigned elects to be excluded from the Class and : (1) will not share in any recovery to be paid to members of the Class as a result of the settlement of this action ; (2) will not be bound by any judgment entered in this lawsuit ; and (3) at the undersigned's own expense, may pursue any claims that he or she has by filing his or her own lawsuit or taking other action. Date : Name Address City, State, Zip Code Phone number Number of shares of IQ Software common stock purchased between May 8, 1996 and February 3, 1997, the date purchased or sold, and the price of each transaction (please attach additional paper if you need more space). Signature IF YOU WANT TO EXCLUDE YOURSELF FROM THE CLASS, YOU MUST COMPLETE AND RETURN THIS FORM BY MAILING, POSTMARKED NO LATER THAN, 2004, TO THE FOLLOWING ADDRESS : IQ Software Corporation Securities Litigation c/o The Garden City Group, Inc., Settlement Administrator P.O. Box 9000 q6131 Merrick, NY A separate request for exclusion should be completed and mailed for each person or entity electing to be excluded from the Class.

52 EXHIBIT / ATTACHMENT C (To be scanned in place of tab)

53 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION HARVEY ALTMAN, on behalf of himself and all others similarly situated, CIVIL ACTION NUMBER 1 :97-CV-3203-ODE Plaintiff, VS. IQ SOFTWARE CORPORATION, CHARLES R. CHITTY, DAVID A. CORMACK, and JAYS. CHAUDHRY, Defendants. NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, MOTION FOR ATTORNEYS' FEES AND SETTLEAIENT FAIRNESS HEARING If you bought IQ Software Corporation securities during the period from May 8, 1996 through and including February 3, 1997 and sold those securities for a loss on or after February 4, 1997 or held them until the merger with Information Advantage, Inc., you could get a payment from a class action settlement. A federal coup authorized this notice. This is not a solicitation from a lawyer. QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

54 The settlement will provide $550,000 to pay claims from investors who bought the securities of IQ Software during the period from May 8, 1996 through and including February 3, 1997 and who sold those securities for a loss on or after February 4, 1997 or who held those securities through the merger with Information Advantage, Inc. on August 31, 1999, at which time the name of the parent company was changed to Sterling Software (Northern), Inc. ("Sterling"). Sterling was later acquired by Computer Associates International, Inc. ("Computer Associates"). The settlement resolves lawsuits over whether IQ Software misled investors about the risks and liabilities assumed by the Company in connection with the transition of its sales force from an inside telesales model to an outside fieldbased model, in violation of certain federal securities laws. " Your legal rights are affected whether you act, or don't act. Read this notice carefully. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT : SUBMIT A CLAIM The only way to get a payment. FORM EXCLUDE Get no payment. This is the only option that allows you YOURSELF to ever be part of any other lawsuit against IQ Software and the Individual Defendants about the legal claims in this case. OBJECT GO TO A DARING Write to the Court about why you don't like the settlement. Ask to speak in Court about the fairness of the settlement. DO NOTHING Get no payment. Give up rights. QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

55 " These rights and options - and the deadlines to exercise them - are explained in this notice. The Court in charge of this case still has to decide whether to approve the settlement. Payments will be made if the Court approves the settlement and after appeals are resolved. Please be patient. Statement of Plaintiff Recovery SUMMARY NOTICE Pursuant to the settlement described herein, a Settlement Fund consisting of $550,000 in cash, plus interest, has been established. Plaintiff estimates that there were approximately 2.66 million shares of IQ Software common stock traded during the Class Period which may have been damaged. Plaintiff estimates that the average recovery per damaged share of IQ Software common stock under the settlement is at least approximately $0.21 per damaged share before deduction of Court-awarded attorneys' fees and expenses. The number of claimants who send in claims varies widely from case to case. If less than 100% of the Class sends in a claim form, you could get more money. Statement of Potential Outcome of Case The parties disagreed on both liability and damages and do not agree on the average amount of damages per share that would be recoverable if Plaintiff were to have prevailed on each claim alleged. Defendants have denied any wrongdoing and deny that they are liable to Plaintiff or the Class and that Plaintiff or the Class have suffered any damages. Statement of Attorneys' Fees and Costs Souk Plaintiff's Class Counsel are moving the Court to award attorneys' fees not to exceed twenty percent (20%) of the Gross Settlement Fund, and for reimbursement of expenses incurred in connection with the prosecution of these Actions in an amount not to exceed $10,000. The requested fees and expenses could amount to an average of $.046 per damaged share, thus making the expected net average per share recovery to class members at least $0.16 per share. Plaintiff's Counsel have iii QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

56 expended considerable time and effort in the prosecution of this litigation on a contingent fee basis, and they have advanced the expenses of the litigation, in the expectation that if they were successful in obtaining a recovery for the Class they would be paid from such recovery. In this type of litigation it is customary for counsel to be awarded a percentage of the common fund recovery as their attorneys' fees. Further Information Further information regarding the Actions and this Notice may be obtained by contacting Plaintiff s counsel : David A. Bain, Esq., Chitwood & Harley, LLP, 2300 Promenade II, 1230 Peachtree Street, NE, Atlanta, Georgia ; Telephone (404) ; or Karin Fisch, Esq., Abbey Gardy LLP, 212 E. 39 ' Street, New York, New York 10016; Telephone (212) Reasons for the Settlement Plaintiffs counsel are proposing the Settlement because they believe that it is fair, reasonable, and adequate to the members of the Settlement Class. Plaintiffs counsel have reached this conclusion after investigating and considering, among other things, the strengths and weaknesses of Plaintiffs claims against Defendants, the uncertainties inherent in this complex litigation, and the substantial benefits provided by the Settlement to the members of the Settlement Class. In the papers submitted in support of their motion to dismiss, Defendants raised a variety of defenses that, even had the motion to dismiss was denied, could have been found to be meritorious at the summary judgment stage or at trial. At a face-to-face meeting with Plaintiff's counsel, Defendants' counsel expounded further on certain of the defenses that the Defendants would continue to assert. For example, Defendants explained the timing of their insider sales of IQ Software common stock and argued to Plaintiff's counsel that the market had been fully apprised of the details of the management decision to transition the sales force and the risks attendant to that transition. Defendants would have continued to assert defenses which, if accepted by a jury, could have resulted in no recovery or a reduced recovery to the Class. WHAT THIS NOTICE CONTAINS iv QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

57 BASIC INFORMATION PAGE 1 1. Why did I get this notice package? 2. What is this lawsuit about? 3. Why is this a class action? 4. Why is there a settlement? WHO IS IN THE SE7'I'I.EMENT PAGE 2 5. How do I know if I am part of the settlement? 6. Are there exceptions to being included? 7. I'm still not sure if I am included? THE SETTLEMENT BENEFITS - WHAT You GET PAGE 4 8. What does the settlement provide? 9. How much will my payment be? HOW YOU GET A PAYMENT- SUBMITTING A CLAIM FORM PAGE How can I get a payment? 11. When would I get my payment? 12. What am I giving up to get a payment or stay in the Class? EXCLUDING YOURSELF FROM THE SETTLEMENT PAGE How do I get out of the settlement? 14. If I don't exclude myself, can I sue IQ Software for the same thing later? 15. If I exclude myself, can I get money from this settlement? THE LAWYERS REPRESENTING YOU PAGE Do I have a lawyer in this case? 17. How will the lawyers be paid? OBJECTING TO 171E SETTLEMENT PAGE H 18. How do I tell the Court that I don't like the settlement? 19. What's the difference between objecting and excluding? v QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFI'WARESECURITIESLITIGATION.COM

58 THE COURT'S FAIRNESS HEARING PAGE When and where will the Court decide whether to approve the settlement? 21. Do I have to come to the hearing? 22. May I speak at the hearing? IF You Do NOTHING PAGE What happens if I do nothing at all? GETTING MORE INFORMATION PAGE Are there more details about the settlement? 25. How do I get more information? PLAN OF ALLOCATION PAGE LZ SPECIAL NOTICE TO BROKERS AND OTHER NOMINEES PAGE 14 Vi QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

59 Why did I get this notice package? BASIC INFORMATION You or someone in your family may have purchased IQ Software common stock during the period from May 8, 1996 through and including February 3, If you or someone in your family did purchase IQ Software common stock during this period and suffered a loss as a result of selling those shares on or after February 4, 1997 or as a result of holding those shares through the merger on August 31, 1999, you are a member of the Class. The Court directed that this Notice be sent to you because you have a right to know about a proposed settlement of a class action lawsuit, and about all of your options, before the Court decides whether to approve the settlement. If the Court approves it and after objections and appeals are resolved, a Settlement Administrator appointed by the Court will make the payments that the settlement allows. This package explains the lawsuit, the settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. The Court in charge of the case is the United States District Court for the Northern District of Georgia, Atlanta Division, and the case is known as Altman v. /Q Software Corporation et al., Civil Action File No. 1 :97-CV The person who sued is called the Plaintiff or The Class Representative, and the company and the persons that were sued, IQ Software, Charles R. Chitty, David A. Cormack, and Jay S. Chaudry, are called the Defendants. Chitty, Cormack, and Chaudry are the Individual Defendants. 2. What is this lawsuit about? The lawsuit claimed that IQ Software, and three of its officers, Charles R. Chitty, Chairman, President and Chief Executive Officer, David A. Cormack, Senior Vice President Sales, and Jay S. Chaudry, Senior Vice President Marketing, misled investors by failing to disclose the risks and liabilities assumed by the Company in connection with the transition of its sales force from an inside telesales model to an QUESTIONS? CALL TOLL FREE, OR VISIT VVWW. IQSOFI'WARESECURITIESLITIGATION.COM

60 outside field-based model. The lawsuit also claimed that, throughout the Class Period, Defendants repeatedly failed to disclose the material adverse impact that the transition of the sales force could have on the Company's revenues and earnings. Defendants deny they did anything wrong. The Court did not decide which side was right. But both sides agreed to the settlement to ensure a resolution and to provide benefits to Class Members. 3. Why is this a class action? In a class action, one or more people called Class Representatives (in this case Harvey Altman), sue on behalf of people who have similar claims. All these people are a Class or Class Members. One court resolves the issues for all Class Members, except for those who exclude themselves from the Class. This case was assigned to Chief Judge Orinda D. Evans of the United States District Court for the Northern District of Georgia, Atlanta Division. 4. Why is there a settlement? The Court did not decide in favor of the Plaintiff or Defendants. Instead, both sides agreed to a settlement. That way, they avoid the risks and cost of a trial, and the people affected will get compensation. The Class Representative and the attorneys think the settlement is best for all Class Members. WHO IS IN THE SETTLEMENT To see if you will get money from this settlement, you first have to decide if you are a Class Member. 5. How do I know if I am part of the settlement? The Court decided that everyone who fits this description is a Class Member: al! QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

61 those persons who purchased IQ Software Corporation ("IQSW") common stock between May 8, 1996 and February 3, 1997 (the "Class Period") and whose transactions in IQSW common stock resulted in a Recognized Loss, as defined in the Plan of Allocation at the end of this Notice. In other words, everyone who is eligible to receive an allocation of the Settlement Fund is a Class Member. You are eligible if you purchased IQSW common stock between May S, 1996 and February 3, 1997, if you suffered a loss as a result of selling those shares for a loss on or after February 4, 1997 or as a result of holding those shares through the merger with Information Advantage on August 31, Are there exceptions to being included? You are not a Class Member if you are one of the following : Defendants, officers and directors of IQ Software during the Class Period, officers and directors of Sterling Software (Northern), Inc. ("Sterling") and Computer Associates International, Inc. ("Computer Associates"), members of the immediate families (parents, spouses, siblings, and children) of any of the excluded individuals as set forth above, and each of their legal representatives. heirs, successors or assigns and any entity in which any Defendant has or has had a controlling interest. If one of your mutual funds own IQ Software common stock, that alone does not make you a Class Member. You are a Class Member only if you purchased IQ Software common stock individually. Feel free to contact your broker to see if you have or held IQ Software securities. If you sold IQ Software common stock during the period from May 8, 1996 through and including February 3, 1997, that alone does not make you a Class Member. You are a Class Member only if you bought IQ Software common stock during the period from May 8, 1996 through and including February 3, 1997 and suffered a loss as result of those purchases as defined above. 7. I'm still not sure if I am included? 3 QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

62 If you are still not sure whether you are included, you can ask for free help. You can call or visit COM for more information. Or you can fill out and return the claim form described in the answer to question 10, to see if you qualify. THE SETTLEMENT BENEFITS - WHAT YOU GET 8. What does the settlement provide? Defendants agreed to create a $550,000 fund to be divided among Class Members who send in a valid claim form. 9. How much will my payment be? Your share of the fund will depend on the number of valid claim forms that Class Members send in, how many shares of IQ Software common stock you bought, and when you bought and sold them. The proposed Plan of Allocation is set forth at the end of this Notice. Please also see the Statement of Plaintiff Recovery in the Summary Notice section of this Notice for more information about your potential payment. By following the instructions on page 10 of this Notice, you can calculate what is called your Recognized Claim. It's unlikely that you will get a payment for all of your Recognized Claim. After all Class Members have sent in their claim forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Claim divided by the total of everyone's Recognized Claims. See the instructions on page 10 for more information on your Recognized Claim. HOW YOU GET A PAYMENT - SUBMITTING A CLAIM FORM 10. How can I get a payment? I To qualify for a payment, you must send in a claim form. A claim form is being 4 QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

63 circulated with this Notice. You may also get a claim form on the Internet at Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it postmarked no later than When would I get my payment? The Court will hold a hearing on, 2004, to decide whether to approve the settlement. If the Court approves the settlement after that, there may be appeals. It's always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proofs of Claim to be processed. Please be patient. 12. What am I giving up to get a payment or stay in the Class? Unless you exclude yourself, you are staying in the class, and that means that, if the settlement is approved, you will release all "Settled Claims" (as defined below) against the "Released Parties" (as defined below). In other words, if you are a Class Member and do not exclude yourself, you will be giving up your right to sue the Defendants for any claims arising from your purchase of IQ Software common stock between May 8, 1996 and February 3, It also means that all of the Court's orders will apply to you and legally bind you. "Settled Claims" means any and all claims, debts, demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, whether class or individual in nature, including both known claims and unknown claims, (i) that have been asserted in the Actions by the Class Members or any of them against any of the Released Parties, or (ii) that could have been asserted in any forum by the Class Members or any of them against any of the Released Parties which arise out of or QUESTIONS? CALL TOLL FREE, OR VISIT

64 are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the complaints and relate to the purchase of the common stock of IQ Software during the Class Period. "Released Parties" means any and all of Defendants, their past or present subsidiaries, parents, successors and predecessors, officers, directors, agents, employees, attorneys, advisors, and investment advisors, auditors, accountants and any person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has a controlling interest or which is related to or affiliated with any of the Defendants, and the legal representatives, heirs, successors in interest or assigns of Defendants. If you remain a member of the Class, all of the Court's orders will apply to you and legally bind you. EXCLUDING YOURSELF FROM THE SETTLEMENT If you don't want a payment from this settlement, but you want to keep the right to sue or continue to sue IQ Software and/or the other Defendants, on your own, about the legal issues in this case, then you must take steps to get out. This is called excluding yourself - or is sometimes referred to as "opting out" of the settlement Class. 13. How do I get out of the settlement? To exclude yourself from the settlement, you must send a request for exclusion by mail stating that you "request exclusion from the Class in Altman v. IQ Software." You may use the Request for Exclusion Form which is attached as Attachment A to the accompanying Proof of Claim Form or you may send a letter. If you send a letter, your letter should include the date(s), price(s), and number(s) of shares of all purchases and sales of IQ Software securities during the Class Period. In addition, be sure to include your name, address, telephone number, and your signature. You must mail your exclusion request postmarked no later than to : 6 QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

65 IQ Software Corporation Securities Litigation c/o The Garden City Group, Inc., Settlement Administrator P.O. Box 9000 #6131 Merrick, NY You can't exclude yourself on the phone or by . If you ask to be excluded, you will not get any settlement payment, and you cannot object to the settlement. You will not be legally bound by anything that happens in this lawsuit, and you may be able to sue (or continue to sue) IQ Software and the Individual Defendants referenced above in the future. 14. If I don't exclude myself, can I sue IQ Software and the Individual Defendants for the same thing later? No. Unless you exclude yourself, you give up any rights to sue IQ Software and the Individual Defendants for the claims that this settlement resolves. If you have a pending lawsuit speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is ~15. If I exclude myself, can I get money from this settlement? No. If you exclude yourself, do not send in a claim form to ask for any money. But, you may sue, continue to sue, or be part of a different lawsuit against IQ Software and the Individual Defendants. 16. Do I have a lawyer in this case? THE LAWYERS REPRESENTING YOU The law firms that brought this class action proceeding (including Chitwood & 7 QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

66 Harley LLP of Atlanta, Georgia, Abbey Gardy LLP of New York City, and Faruqi & Faruqi of New York City) will represent you and the other Class Members. These lawyers are called Plaintiff's Class Counsel. You will not be charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense. Plaintiff's Class Counsel are available to answer questions you may have concerning your Proof of Claim Form or concerning any notice that you may receive from the Settlement Administrator, after the Settlement Administrator reviews your submission. Please note, Plaintiff's Class Counsel cannot represent you if you choose to exclude yourself and initiate your own action against IQ Software and/or the Individual Defendants. 17. How will the lawyers be paid? Plaintiff's Class Counsel are requesting that the Court award attorneys' fees from the Settlement Fund in an amount not greater than twenty percent (20%) of the Gross Settlement Fund and for reimbursement of their expenses up to a maximum amount of $10,000, plus interest at the same rate as earned by the Settlement Fund. Plaintiff's Class Counsel, without further notice to the Class, may subsequently apply to the Court for fees and expenses incurred in connection with administering and distributing the settlement proceeds to the members of the Class and any proceedings subsequent to the Settlement Fairness Hearing. OBJECTING TO THE SETTLEMENT You can tell the Court that you don't agree with the settlement or some part of it. 18. How do I tell the Court that I don't like the settlement? I If you're a Class Member, you can object to the settlement if you don't like any part of it. You can give reasons why you think the Court should not approve it. The Court will consider your views. To object, you must send a letter saying that you 8 QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

67 object to Altman v. IQ Software Corporation et al., Civil Action File No. 1 :97-CV Be sure to include your name, address, telephone number, your signature, and the reasons you object to the settlement. Mail the objection to these five different places postmarked no later than, COURT PLAINTIFF'S CLASS DEFENSE COUNSEL COUNSEL Clerk of the Court David A. Bain, Esq. W. Scott Sorrels, Esq. United States District Chitwood & Harley, LLP Powell, Goldstein, Frazer Court for the Northern 2300 Promenade II & Murphy LLP District of Georgia, 1230 Peachtree Street, NE 191 Peachtree Street, Atlanta Division Atlanta, Georgia N.E. Richard B. Russell Atlanta, Georgia Federal Building and and Courthouse Karin Fisch, Esq. 75 Spring Street, SW Abbey Gardy LLP Atlanta, Georgia E. 39'h Street New York, New York What's the difference between objecting and excluding? Objecting is simply telling the Court that you don't like something about the settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you don't want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you. THE COURT'S FAIRNESS HEARING The Court will hold a hearing to decide whether to approve the settlement. may attend and you may ask to speak, but you don't have to do either. You 9 QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

68 20. When and where will the Court decide whether to approve the settlement? The Court will hold a Fairness Hearing at -:- -.m. on 2004, at the United States District Court for the Northern District of Georgia, Atlanta Division, Richard B. Russell Federal Building and Courthouse, 75 Spring Street, SW, Atlanta, Georgia 30303, in Courtroom. At this hearing the Court will consider whether the settlement is fair, reasonable and adequate. If there are objections, the Court will consider them. The Court will listen to people who have asked to speak at the hearing. The Court may also decide how much to pay to Plaintiffs Class Counsel. After the hearing, the Court will decide whether to approve the settlement. We do not know how long these decisions will take. f 21. Do I have to come to the hearing? I No. Plaintiffs Class Counsel will answer questions the Court may have. But, you are welcome to come at your own expense or have your own attorney appear on your behalf. If you send an objection, you don't have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it's not necessary. 22. May I speak at the hearing? You may ask the Court for permission to speak at the Fairness Hearing. To do so, you must send a letter saying that it is your "Notice of Intention to Appear in Altman v. IQ Software Corporation et al., Civil Action File No. 1 :97-CV-3203." Be sure to include your name, address, telephone number, and your signature. Your Notice of Intention to Appear must be postmarked no later than, 2004, and be sent to the Clerk of the Court, Class Counsel, and Defense Counsel, at the five addresses listed in the answer to question 18. You cannot speak at the hearing if you excluded yourself. 10 QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

69 23. What happens if I do nothing at all? IF YOU DO NOTHING If you do nothing, you'll get no money from this settlement. But, unless you exclude yourself, you won't be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against IQ Software or the Individual Defendants about the legal issues in this case, ever again. GETTING MORE INFORMATION 24. Are there more details about the settlement? This notice summarizes the proposed settlement. More details are in a Revised Stipulation and Agreement of Settlement dated, 2004 (the "Stipulation"). You can get a copy of the Revised Stipulation by visiting www. IQSOFTWARESECURITIESLITIGATION.com or by writing to David A. Bain, Esq., Chitwood & Harley, LLP, 2300 Promenade II, 1230 Peachtree Street, NE, Atlanta, Georgia or Karin Fisch, Esq., Abbey Gardy LLP, 212 E. 39`h Street, New York, New York How do I get more information? I For even more detailed information concerning the matters involved in this Action, reference is made to the pleadings, to the Revised Stipulation, to the Orders entered by the Court and to the other papers filed in the Action, which may be inspected at the Office of the Clerk of the United States District Court for the Northern District of Georgia, Atlanta Division, Richard B. Russell Federal Building and Courthouse, 75 Spring Street, SW, Atlanta, Georgia during regular business hours. You can also call toll free ; write to IQ Software Corporation Securities Litigation, c/o Garden City Group, Inc., Settlement Administrator, P.O. Box QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFI'WARESECURITIESLITIGATION.COM

70 #6131, Merrick, NY , where you will find answers to common questions about the settlement, a claim form, plus other information to help you determine whether you are a Class Member and whether you are eligible for a payment. Plaintiff s counsel are available to answer questions you may have concerning your Proof of Claim Form or concerning any notice that you may receive from the Settlement Administrator, after the Settlement Administrator reviews your submission. PLAN OF ALLOCATION The $550,000 Cash Settlement Amount and the interest earned thereon shall be the Gross Settlement Fund. The Gross Settlement Fund, less all taxes, approved costs, fees and expenses (the "Net Settlement Fund") shall be distributed to members of the Class who submit acceptable Proofs of Claim ("Authorized Claimants"). The Settlement Administrator shall determine each Authorized Claimant's fro rata share of the Net Settlement Fund based upon each Authorized Claimant's "Recognized Claim." The Recognized Claim formula is not intended to be an estimate of the amount of what a Class Member might have been able to recover after a trial ; nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the settlement. The Recognized Claim formula is the basis upon which the Net Settlement Fund will be proportionately allocated to the Authorized Claimants. The Net Settlement Fund shall be allocated among the Authorized Claimants pursuant to the "Plan of Allocation" described in this section. The amount so allocated to each Authorized Claimant constitutes and is referred to herein as the Authorized Claimant's "Payable Claim." A. Each Authorized Claimant shall receive, on a pro rata basis, that share of the Net Settlement Fund that the Authorized Claimant's Recognized Loss (as defined below) bears to the total recognized losses of all Authorized Claimants in accordance with the formula set forth below in Paragraph B. B. An Authorized Claimant's recognized loss ("Recognized Loss") shall 12 QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLTTIGATION.COM

71 be determined as follows : 1. For shares of IQSW common stock purchased from May 8, 1996 to February 3, 1997, inclusive, and sold on or before February 3, 1997, there will be no Recognized Loss ; 2. For shares of IQSW common stock purchased from May 8, 1996 to February 3, 1997, inclusive, and sold at a loss on or after February 4, 1997, the Recognized Loss will be the purchase price paid for IQSW common stock less the sales price received for IQSW common stock. For purpose of this paragraph, the actual sales price will be considered only as to those shares sold by Authorized Claimants within ninety (90) business days after the expiration of the Class Period. As to shares that were sold after the expiration of this ninety business day period or held until the merger, the Recognized Loss will be calculated using an assumed sales price of $10.02 per share, which is the average weighted closing price of IQSW common stock for the period of February 4, 1997 through June 12, 1997 ; 3. For shares of IQSW common stock purchased from May 8, 1996 to February 3, 1997, inclusive, and sold at a gain on or after February 4, 1997, there will be no Recognized Loss. 4. For shares of IQSW common stock that were purchased from May 8, 1996 to February 3, 1997, and where the purchase was rescinded, there will be no Recognized Loss. C. To determine which shares were sold when, purchases and sales of IQSW common stock shall be matched on a first in-first out ("FIFO") basis. Thus, the fast sales during the Class Period shall be matched with the shares that were held at the beginning of the Class Period. After those pre-class Period shares were sold, then the sales shall be matched with the shares purchased in the Class Period on a FIFO basis. The date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement date." "Shore" sales shall not be 13 QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLITIGATION.COM

72 recognized for any amount of loss on the cover or purchase transaction. In the interest of economy, no payment shall be made to any Authorized Claimant whose Payable Claim would be less than $10 based on the initial proration of the Net Settlement Fund to Authorized Claimants. The calculation of Recognized Losses will be made by the Settlement Administrator, based on the trading data submitted by Authorized Claimants. SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES If you purchased IQSW common preferred stock during the period from May 8, 1996 through and including February 3, 1997, for the beneficial interest of a person or organization other than yourself, you are directed by the Court (if you have not already done so) to provide the Settlement Administrator with the name and last known address of each such beneficial owner. The information required must be mailed on or before ten (10) days after receipt of this notice to : IQ Software Corporation Securities Litigation c/o The Garden City Group, Inc. Settlement Administrator P.O. Box 9000 #6131 Merrick, NY Telephone Number : Alternatively, within ten (10) days of receipt of this Notice, you may mail the Notice and the Proof of Claim and Release forms enclosed herewith directly to such 14 QUESTIONS? CALL TOLL FREE, OR VISIT VJWW. IQSOFTWARESECURITIESLITIGATION.COM

73 beneficial owners. Additional copies will be provided to you upon request without charge. INQUIRIES SHOULD NOT BE DIRECTED TO THE COURT Clerk, United States District Court Northern District of Georgia DATED :, QUESTIONS? CALL TOLL FREE, OR VISIT WWW. IQSOFTWARESECURITIESLTTIGATION.COM

74 EXHIBIT / ATTACHMENT D (To be scanned in place of tab)

75 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION HARVEY ALTMAN, on behalf of himself and all others similarly situated, CIVIL ACTION NUMBER 1:97-CV-3203-ODE Plaintiff, VS. IQ SOFTWARE CORPORATION, CHARLES R. CHITTY, DAVID A. CORMACK, and JAYS. CHAUDHRY, Defendants. x COURT-ORDERED SUMMARY LEGAL NOTICE If you bought IQ Software Corporation ("IQ") common stock during the period from May 8,1996 through and including February 3, 1997 (the "Class Period"), you could get a payment from a class action settlement. A settlement has been proposed in a class action lawsuit, about the price of IQ common stock during the Class Period. The settlement will provide $550,000 to pay claims from IQ investors who bought the company's common stock during the Class Period and who suffered loss as a result of selling the stock on or after February 4, 1997 or as a result of holding the stock through the merger with Information Advantage, Inc. on August 31, If you qualify, you may send in a Proof of Claim form to get benefits, or you can exclude yourself from the settlement, or object to it.

76 The United States District Court for the Northern District of Georgia, Atlanta Division, authorized this notice. The Court will have a hearing to decide whether to approve the settlement, so that the benefits may be paid. WHO'S INCLUDED? If you bought IQ common stock during the period from May 8, 1996 through and including February 3, 1997 (the "Class Period"), you may be a Class Member and could get benefits. If you're not sure whether you are included, you can get more information, including a detailed notice, at or by calling toll free If you sold IQ stock during the Class Period, you are a Class Member only if some or all of those shares were purchased during this time period and you suffered a loss as a result of those particular purchases. IQ officers and directors during the Class Period, as well as officers and directors of Sterling Software (Northern), Inc. ("Sterling") and Computer Associates International, Inc. ("Computer Associates") and immediate family members of any such excluded individuals are not Class Members. Also excluded are any affiliates or entities in which any of the Defendants have a controlling interest, and the legal representatives, heirs, successors, predecessors in interest or assigns of any of the Defendants. WHAT'S THIS ABOUT? The lawsuit claimed that IQ Software and three of its officers, Charles R. Chitty, Chairman, President and Chief Executive Officer, David A. Cormack, Senior Vice President Sales, and Jay S. Chaudhry, Senior Vice President Marketing, misled investors by failing to disclose the risks and liabilities assumed by the Company in connection with the transition of its sales force from an inside telesales model to an outside field-based model. The lawsuit also claimed that, throughout the Class Period, Defendants repeatedly failed to disclose the material adverse impact that the transition of the sales force could have on the Company's revenues and earnings. Defendants deny they did anything wrong. The court did not decide which side was right. But both sides agreed to the settlement to ensure a resolution and to provide benefits to Class Members. WHAT DOES THE SETTLEMENT PROVIDE? 2

77 Defendants agreed to create a fund of $550,000 to be divided among Class Members who send in valid Proof of Claim forms and who would be eligible to receive at least $10 as a minimum distribution. A Settlement Stipulation, available at the website below, describes all of the details about the proposed settlement. Plaintiff estimates that there were approximately 2.66 million shares of IQ common stock traded during the Class Period which may have been damaged. If every eligible Class Member sends in a valid claim form, Plaintiff estimates that the average recovery per damaged share of IQ common stock under the settlement is at least approximately $0.21 before deduction of Court-awarded attorneys' fees and expenses. A Class Member's actual recovery will be a proportion of the Net Settlement Fund determined by his, her or its Recognized Claim as compared to the total Recognized Claims of all Class Members who submit acceptable Proofs of Claim. The number of claimants who send in claims varies widely from case to case. If less than 100% of the Class sends in a claim form, you could get more money. HOW DO YOU ASK FOR PAYMENT? A detailed Notice and Proof of Claim form package contains everything you need. Just call or visit the website below to get one. To qualify for a payment, you must send in a Proof of Claim form. Proof of Claim forms are due by WHAT ARE YOUR OTHER OPTIONS? If you don't want settlement benefits or don't want to be legally bound by the settlement, you must exclude yourself by, 2004, or you won't be able to sue, or continue to sue, IQ and/or the other Released Parties about the legal claims in this case. If you exclude yourself, you can't get any benefits from this settlement. If you stay in the settlement, you may object to it by The detailed notice explains how to exclude yourself or object. The Court will hold a hearing in this case (Altman v. IQ Software Corporation, et al., Civil Action File No. 1 :97-CV-3203-ODE) on, 2004, to consider whether to approve the settlement and a request by the lawyers representing all Class Members (Chitwood & Harley LLP of Atlanta, Georgia and Abbey Gardy LLP of New York City, and Faruqi & Faruqi of New York City) for attorneys' fees and costs. The fees and costs will reduce the settlement fund. You