Legal Proceedings

Exhibit 10.57

ASSIGNMENT AND ASSUMPTION OF LEASE

PRELIMINARY STATEMENTS:

      The following preliminary statements are a material part of this Assignment.

      A.     Assignor and Lacerte Software Corporation (“Tenant”) made and entered into that certain Lease Agreement, dated February 22, 2000 (the “Lease”), by the terms of which Assignor leased to Tenant certain real property located in Plano, Collin County, Texas, more particularly described on Exhibit “A” attached to this Assignment and made a part of this Assignment for all purposes.

      B.     Assignor now desires to assign the Lease, together with all of Assignor’s right, title and interest in and to the Lease to Assignee, and Assignee desires to assume the same.

AGREEMENT:

      NOW, THEREFORE, for and in consideration of the sum of Ten and No/ 100 Dollars ($10.00), and of the mutual covenants and promises set forth in this Assignment, the receipt and sufficiency of which are hereby expressly acknowledged by all the parties hereto, Assignor and Assignee hereby covenant and agree as follows:

1.     Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor’s right, title and interest in and to the Lease, including specifically all of the benefits and rights relating to the Lease but subject to all of the obligations and burdens of Assignor under the Lease effective as of the Effective Date.

2.     Assignee hereby assumes and agrees to be bound by the provisions of the Lease and hereby undertakes and assumes each and every one of the Assignor’s obligations under the Lease from and after of the Effective Date.

3.     Assignor hereby indemnifies and agrees to hold Assignee harmless from and against any claims, defaults or other liabilities (including, without limitation, court costs and attorneys’ fees) under the Lease first arising or accruing on or before, or any events first occurring at any time on or before, the date hereof. Assignee indemnifies and agrees to hold Assignor harmless from and against any claims, defaults or other liabilities (including, without limitation, court costs and

attorneys’ fees) under the Lease first arising or accruing after, or any events first occurring after, the date hereof [except for “Punch List Work”].

4.     All of the covenants and agreements contained in this Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, and permitted successors and assigns, to the extent that any such transfer of interest may be allowed under the Lease.

5.     This Assignment shall not be effective and binding unless and until fully executed by all of the parties hereto.

      IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment as of the day and year first written above.

[signatures continued on next page]

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[continuation of signatures for Assignment and Assumption of Lease — Texas]

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Exhibit “A”

Legal Description

BEING a tract of land situated in the Samuel H. Brown Survey, Abstract No. 108, in the City of Plano, Collin County, Texas and being a portion of a tract of land conveyed to KCD-TX Investment Limited Partnership by Electronic Data Systems Corporation, as evidenced in a deed recorded in Volume 4694, Page 1841 of the Land Records of Collin County, Texas (L.R.C.C.T.) and being a portion of a tract of land conveyed to EDS Information Services by Electronic Data Systems Corporation as evidenced by Correction Special Warranty Deed recorded in Volume 5022, Page 3593 of the Land Records of Collin County, Texas (L.R.C.C.T.) and being all of Lot 1, Block 1, LaCerte Addition, an addition to the City of Plano, as recorded by plat in Cabinet N, Page 231, and being more particularly described as follows:

BEGINNING at a  5/8” iron rod set for corner at the southeast end of a corner clip at the intersection of the north right-of-way line of Headquarters Drive (variable width R. O. W.) with the east right of way line of Parkwood Boulevard (a 130’ right of way):

THENCE along the east right-of-way line of said Parkwood Boulevard, the following:

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THENCE South 89°55’31” East, departing the easterly line of Parkwood Boulevard, a distance of 824.39 feet to an aluminum monument found for corner;

THENCE South 00°04’29” West, a distance of 518.00 feet to a  3/4” iron rod found for corner on the north right-of-way line of the aforementioned Headquarters Drive;

THENCE in a westerly direction, along the north right-of-way line of said Headquarters Drive, the following:

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OCT 01 2002

/s/ HELEN STARNES

Filed for Record in:

Doc/ Num:     2002- 0140907

Recording/ Type:AS     19.00