Accel-KKR to Sell CRS Retail Systems for $121 Million in All-Cash Transaction with Epicor Software Corp.

MENLO PARK, Calif. & NEWBURGH, N.Y. -- Accel-KKR, a technology-focused private equity investment firm, today announced it has signed a definitive agreement to sell CRS Retail Systems (CRS) to Epicor Software Corp. (NASDAQ: EPIC), a global provider of enterprise application software across 140 countries, in a $121 million, all-cash transaction.

Headquartered in Newburgh, New York, CRS is the market-leading provider of software for point-of-sale (POS), store operations, and retail analytics, as well as related hardware, services, and support for specialty retailers. The company has provided more than 50,000 installations in over 30 countries, and its worldwide base of customers includes, among others, American Eagle Outfitters, Ann Taylor, Barnes & Noble, Bebes, Chicos, Coach, Foot Locker, GNC, J. Crew, Nautica, Timberland, TransWorld Entertainment and Yankee Candle Company. Accel-KKR purchased a majority interest in CRS in October 2002 in a transaction valued at $45 million.

Going forward, CRS will become a division of Epicor. As such, the transaction is expected to allow CRS to leverage Epicor's global presence, including customers in over 140 countries, to introduce its products and services, which are highly complementary to Epicor's enterprise software business, across a broader range of markets.

Kathy Frommer, President and CEO of CRS, said, "Since 2002, we have worked closely with our partners at Accel-KKR, who have committed significant strategic, operational and financial resources to help us grow our business. The results of our relationship speak for themselves. Today, we are the market leaders in our space, and by now joining forces with Epicor, we will be well positioned for continued innovation and growth, as we deliver even greater value to our customers through the creation of a new standard for retail solutions."

Tom Barnds, Managing Director of Accel-KKR said, "Under Kathy Frommer's leadership, CRS has developed into the leader in the retail software industry. We are proud of the tremendous success that the company enjoyed during our partnership, and we are pleased to see CRS embark upon an exciting new stage of its development. With an outstanding management team and leading-edge technology, CRS's business is well-positioned to contribute to Epicor's continued leadership in the enterprise software industry. It has truly been a pleasure working with Kathy and her dedicated team over the past few years, and we wish her and the rest of her team the best."

Ben Bisconti, Managing Director of Accel-KKR, said, "This transaction further illustrates the power of the Accel-KKR model - Providing partial liquidity for family-owned and closely-held technology businesses, and then working closely in partnership with the owner-operators of these businesses to build significant additional value over time. Looking ahead, Accel-KKR will continue to aggressively target attractive acquisition opportunities, like CRS, that are located outside the traditional technology corridors of Silicon Valley and Boston."

About Accel-KKR

Accel-KKR is a technology-focused private equity firm that invests primarily in technology businesses with $15 million to $150 million in revenue that are well positioned for top-line and bottom-line growth. At the core of Accel-KKR's investment strategy is a commitment to developing strong partnerships with the management teams of its portfolio companies and a focus on building value through the contribution of unique financial, strategic, technical, and operational resources. Accel-KKR has a particular focus on the following transactions: Recapitalizations of family-owned or closely-held private companies, divisional buyouts of larger companies, and going-private transactions. For more information, please visit www.accel-kkr.com.

About CRS Retail Systems, Inc.

CRS Retail Systems provides retail management software, hardware, and services to help its customers drive sales, improve customer service, and reduce operating costs, all with more ease and flexibility. With more than 50,000 in-store systems installed in 32 countries and 10 languages, CRS is a trusted leader in the retail industry. CRS customers include leading retailers, such as Aeropostale, American Eagle Outfitters, Ann Taylor, Barnes & Noble, bebe, Cache, Chico's, Coach, Dress Barn, Eileen Fisher, Factory Connection, Finish Line, Foot Locker, GNC, J.Crew, Pro Golf Discount, Skechers, St. John Knits, Stage Stores, Transworld Entertainment, Tuesday Morning, Inc., Woodcraft, Yankee Candle Company and Zumiez, among others. CRS is privately held with more than 360 employees based in Newburgh, N.Y., and regional offices in Seattle, Wash., and Salt Lake City, Utah. For more information, please visit www.crsretail.com.

About Epicor Software Corporation

For 20 years, Epicor has been a recognized leader dedicated to providing integrated enterprise resource planning (ERP), customer relationship management (CRM) and supply chain management (SCM) software solutions to midmarket companies around the world. Epicor is a global leader in the midmarket serving over 20,000 customers in over 140 countries. Epicor leverages innovative technologies like Web services in developing end-to-end, industry-specific solutions for retail, manufacturing, distribution, enterprise service automation, and hospitality that enable companies to immediately drive efficiency throughout business operations and build competitive advantage. With the scalability and flexibility to support long-term growth, Epicor's solutions are complemented by a full range of services, providing a single point of accountability to promote rapid return on investment and low total cost of ownership. Epicor's worldwide headquarters are located in Irvine, California with offices and affiliates around the world. For more information, visit the company's Web site at www.epicor.com.