SECOND LEASE MODIFICATION AGREEMENT

Exhibit 10.1

SECOND LEASE MODIFICATION AGREEMENT

THIS SECOND LEASE MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (as defined below), by and between PW COMMERCE CENTER, LP, a Texas limited partnership (“Landlord”), and i2 TECHNOLOGIES US, INC., a Nevada corporation (“Tenant”).

RECITALS

This Agreement is made with reference to the following facts, intentions and objectives:

A.  Colinas Crossing LP, a Delaware limited partnership (“Colinas”) and predecessor-in-interest to Landlord, and i2 Technologies, Inc., a Delaware corporation (“i2 Delaware”) and predecessor-in-interest to Tenant, entered into that certain Lease dated as of March 24, 1999, a Memorandum of which was recorded on March 26, 1999 as Document No. 518639 in Book 99059, Page 05490 in the Official Records of Dallas County, State of Texas (as amended by letter agreement dated March 24, 1999 from Colinas and acknowledged on March 24, 1999 by Tenant, Premises Certificate dated November 1, 1999, Commencement Certificate (undated), and First Amendment to Lease dated July 2001, all by and between Colinas and i2 Delaware, and Amended and Restated First Amendment to Lease dated February 2003 by and between Landlord and Tenant (the “Amended First Amendment”) (as so amended, the “Lease”) for certain premises located at the address commonly known as 11701 Luna Road, Farmers Branch, Texas 75234, which premises are more particularly described in the Lease and defined therein as the “Premises.”

B.  The Primary Term of the Lease expires as of May 31, 2010. Tenant desires to extend the Primary Term of the Lease through March 31, 2014. Landlord has agreed to such extension of the Primary Term, subject to and on the terms and conditions set forth below in this Agreement.

C.  In addition, Tenant desires to relinquish the entire fifth (5 ^th ) and sixth (6 ^th ) floors of the Building comprising approximately 63,448 square feet of space (the “Relinquished Space”) and Landlord has agreed, subject to and on the terms and conditions set forth below in this Agreement.

D.  In connection with Tenant’s vacation of the Relinquished Space and the resulting requirement that Landlord convert the Building from a single-tenant to a multi-tenant format, Landlord may complete certain improvements to the Building and must complete the improvements referenced in Paragraph 3.2 , as set forth therein. In addition, Tenant shall complete certain improvements to the Premises (as modified by this Agreement) and Landlord has agreed to provide a TI Allowance (as defined in Paragraph 4.2 of this Agreement) therefor, all subject to and on the terms and conditions set forth below in this Agreement.

E.  Landlord subleases from Tenant space on the third floor of the Building out of which Landlord operates a management office, pursuant to that certain Sublease Agreement between Tenant, as sublandlord, and Landlord, as subtenant, dated September 12, 2003 (as amended, the “Sublease”). Landlord desires to terminate the Sublease and Tenant has agreed, subject to the terms of this Agreement.

F.  Accordingly, Landlord and Tenant desire to modify the Lease as more particularly set forth below.

NOW, THEREFORE, in consideration of the foregoing, the receipt of which is acknowledged, and of the mutual agreement of the parties hereto to the terms and conditions hereinafter contained, Landlord and Tenant agree as follows:

Notwithstanding any provisions to the contrary contained herein, the provisions of this Agreement shall be effective on that date as of which both Landlord and Tenant have executed this Agreement as shown next to the respective signatures below (the “Effective Date”). The provisions of the Recitals set forth above are hereby incorporated into the body of this Agreement. Capitalized terms used in this Agreement and not defined shall be deemed to have the same meaning ascribed to them in the Lease.

2.1.     Building Area .  Section 1.01(b) of the Lease is hereby modified to provide that the Building consists of approximately 181,961 square feet of total Rentable Area.

2.2.     Reduced Premises; Reduced Premises Commencement Date . Tenant shall vacate and surrender the Relinquished Space to Landlord in the condition required under the provisions of the Lease (the date as of which Tenant vacates and surrenders the Relinquished Space to Landlord as provided herein shall be known as the “Reduced Premises Commencement Date”). As of the Reduced Premises Commencement Date, the definition of “Premises” under Section 1.01(c) of the Lease and for all purposes under the Lease shall be modified to mean floors one (1) through four (4) of the Building (other than the New Management Office described in Paragraph 2.4 of this Agreement and as set forth in Paragraph 2.6 of this Agreement) comprising approximately 117,647 square feet of Rentable Area.

2.3.     Rent for Relinquished Space .

2.3.1.  In addition to Tenant’s payments of Rent for the Premises (which shall not be limited or otherwise modified by the provisions of this Paragraph 2.3 ), during the period of time commencing on April 1, 2009 and continuing through June 30, 2009, Tenant shall not be responsible for payment of Base Rent for the Relinquished Space; provided, however, that Tenant shall pay Tenant’s Pro Rata Share (calculated based upon the Rentable Area of the Relinquished Space) of all Operating Expenses and Taxes calculated without regard to any Base Year, Base Operating Expense or Tax Stop (such amounts are estimated to equal, in the aggregate, Thirty-Six Thousand Sixty-Nine and No/100 Dollars ($36,069.00) per month). Tenant shall also continue to pay Tenant’s Electricity Charge allocable to the Relinquished Space.

2.3.2.  If Tenant does not vacate and surrender the Relinquished Space to Landlord as provided in Paragraph 2.2 and the Reduced Premises Commencement Date does not occur on or prior to 11:59 p.m. local time on June 30, 2009, Tenant shall be deemed to have irrevocably (and without any further action required by any party) elected to continue to lease the Relinquished Space through July 31, 2009 on the terms and conditions set forth in the Lease (as amended by this Agreement) except that, in lieu of the charges set forth in Paragraph 2.3.1 , Tenant shall pay as Rent for the Relinquished Space monthly Base Rent at a Base Rental Rate of Seventeen and No/100 Dollars ($17.00) per year multiplied by the Rentable Area in the Relinquished Space plus Operating Expenses, Taxes and Tenant’s Electricity Charge allocable to the Relinquished Space in the same manner as provided under the Lease without regard to Paragraph 8 of this Agreement. Except as provided in this Paragraph 2.3.2 , any provisions of the Lease that provide for increased Rent upon the holdover of the Tenant shall not apply to any holding over of the Relinquished Space for the month of July 2009. Additionally, notwithstanding any other term of this Agreement or the Lease but subject to the provisions of this Paragraph 2.3.2 , Tenant’s failure to vacate the Relinquished Space on or prior to July 31, 2009, shall not be a default under the Lease or this Agreement; the foregoing portion of this sentence shall not apply if Tenant, after initially vacating the Relinquished Space pursuant to Paragraph 2.2 , reoccupies any portion of the Relinquished Space pursuant to Paragraph 13.1 or otherwise.

2.3.3.  If Tenant does not vacate and surrender the Relinquished Space to Landlord as provided in Paragraph 2.2 and the Reduced Premises Commencement Date does not occur on or prior to 11:59 p.m. local time July 31, 2009, Tenant shall be deemed to have

irrevocably (and without any further action required by any party) elected to continue to lease the Relinquished Space through October 31, 2009 (the period of time commencing on August 1, 2009 and continuing through October 31, 2009 shall be known as the “Temporary Term”) on the terms and conditions set forth in the Lease (as amended by this Agreement) except that Tenant shall pay as Rent for the Relinquished Space the respective sums described in Paragraph 2.3.2 . Except as provided in this Paragraph 2.3.3 , any provisions of the Lease that provide for increased Rent upon the holdover of the Tenant shall not apply to any holding over of the Relinquished Space during the Temporary Term. Additionally, notwithstanding any other term of this Agreement or the Lease but subject to the provisions of Paragraph 2.3.2 and this Paragraph 2.3.3 , Tenant’s failure to vacate the Relinquished Space on or prior to October 31, 2009, shall not be a default under the Lease or this Agreement; the foregoing portion of this sentence shall not apply if Tenant, after initially vacating the Relinquished Space pursuant to Paragraph 2.2 , reoccupies any portion of the Relinquished Space pursuant to Paragraph 13.1 or otherwise.

2.3.4.  If Tenant does not vacate and surrender the Relinquished Space to Landlord as provided in Paragraph 2.2 and the Reduced Premises Commencement Date does not occur on or prior to 11:59 p.m. local time on October 31, 2009, Tenant will be deemed to be a tenant at sufferance with respect to the Relinquished Space and shall be subject to immediate eviction and removal from the Relinquished Space and shall pay for each month or partial month of holdover period in any portion of the Relinquished Space monthly Base Rent for the Relinquished Space equal to Two Hundred One Thousand Three Hundred Forty-Two and No/100 Dollars ($201,342.00) per month (in recognition of Tenant’s failure to timely surrender and vacate the Relinquished Space to Landlord and thereby delaying Landlord’s ability to market and lease the Relinquished Space to other occupant(s)) plus Operating Expenses, Taxes and Tenant’s Electricity Charge allocable to the Relinquished Space in the same manner as provided under the Lease without regard to Paragraph 8 of this Agreement. Landlord’s recovery of the Base Rent and Additional Rent referenced in the immediately preceding sentence and right to evict Tenant shall be Landlord’s sole and exclusive remedies for Tenant holding over the Relinquished Space after October 31, 2009 and Landlord hereby releases all other remedies therefor provided, however that the foregoing portion of this sentence shall not apply if Tenant, after initially vacating the Relinquished Space pursuant to Paragraph 2.2 , reoccupies any portion of the Relinquished Space pursuant to Paragraph 13.1 or otherwise. The remaining in possession by Tenant or the acceptance by Landlord of the payment of said Base Rent and Additional Rent as set forth herein shall not be construed as an extension or renewal of the Lease for the Relinquished Space. Except as provided in this Paragraph 2.3.4 , any provisions of the Lease that provide for increased Rent upon the holdover of the Tenant shall not apply to any holding over of the Relinquished Space after October 31, 2009. Additionally, notwithstanding any other term of this Agreement or the Lease, but subject to the provisions of Paragraph 2.3.2 , Paragraph 2.3.3 , and this Paragraph 2.3.4 , Tenant’s failure to vacate the Relinquished Space on or after October 31, 2009, shall not be a default under the Lease or this Agreement; the immediately preceding sentence and the foregoing portion of this sentence shall not apply if Tenant, after initially vacating the Relinquished Space pursuant to Paragraph 2.2 , reoccupies any portion of the Relinquished Space pursuant to Paragraph 13.1 or otherwise.

2.3.5.  The provisions of Section 17.03 of the Lease shall not apply to any holding over of the Relinquished Space referenced in this Paragraph 2.3 .

2.4.     Management Office .  Pursuant to Section 2.05 of the Lease, within thirty (30) days following the date that Landlord receives written notice from Tenant that Tenant has vacated and surrendered to Landlord that portion of the first (1 ^st ) floor of the Building comprising approximately 866 square feet and depicted on Exhibit C attached hereto and incorporated herein (the “New Management Office”) in the condition required under the Lease, Landlord shall vacate and surrender to Tenant in the condition required under Section 12.0 of the Sublease its current management office being sublet under the Sublease and shall relocate its management office to the New Management Office. Notwithstanding the provisions of Section 2.05 of the Lease, such relocation shall be at Landlord’s sole cost and expense. Upon such surrender of the space being sublet under the Sublease, the Sublease shall be terminated, except for those provisions of the

Sublease that expressly survive termination and obligations that accrue prior to or concurrently with such surrender. Landlord shall pay rent under the Sublease through the end of the calendar month during which Landlord surrenders the space subject to the Sublease.

2.5.     Designation of Spaces .  Any and all references in the Lease to the terms “First Space”, “Second Space”, “Third Space” and “Major Portion” are hereby null and void and of no further force or effect.

2.6.     Common Area .  Notwithstanding any provisions to the contrary set forth in Section 1.01(p) of the Lease or otherwise, the term “Common Area” as defined in Section 1.01(p) of the Lease and as used in the Lease shall include (i) the restrooms (including the shower areas) located on the first (1 ^st ) floor of the Building, (ii) the mail room (if and as constructed by Landlord as part of Landlord’s Work pursuant to Paragraph 3 of this Agreement), (iii) the loading dock(s) serving the Building, (iv) the mechanical, electrical and other systems rooms serving any portion of the Building, (v) the Court and (vi) any other portion of the Building or the Project which is not exclusively located within the Premises. Landlord shall have the right, at Landlord’s discretion and at its sole cost and expense, to paint over or otherwise remove Tenant’s logo from the Court, and, notwithstanding any other provision of the Lease, Tenant shall not be obligated to do so.

3.1.     Landlord’s Work .  Upon sixty (60) days prior written notice to Tenant, Landlord, at Landlord’s option (in its sole and absolute discretion) and at Landlord’s sole cost and expense, may construct certain improvements to the Premises as shown on the Preliminary Plan attached hereto and incorporated herein as Exhibit A using Landlord’s standard building finishes for the Project (as used herein, “Landlord’s Work”). Landlord shall supervise construction and Landlord shall have the right to inspect and reasonably approve all levels of the construction process.

3.2.     New Building Access System .  Irrespective of whether Landlord elects to proceed with Landlord’s Work as set forth in Paragraph 3.1 , Landlord shall, at its sole cost and expense, install a new card access software system in the Building (the “New Building Access System”) which shall control access to and from the Building, the Parking Garage and elevators serving the Building. Landlord’s obligation to complete the New Building Access System shall not include any installation or other work contemplated under Paragraph 9 of this Agreement. Landlord shall use commercially reasonable efforts to ensure that the New Building Access System is compatible with Tenant’s current access system. The New Building Access System shall be operated and maintained by Landlord in accordance with Section 7.04 and Article 12 of the Lease. The New Building Access System must be installed as set forth herein and operational by no later than June 30, 2009.

3.3.     Work Within Premises .  Landlord and Tenant agree to communicate and reasonably cooperate with each other with respect to the performance of Landlord’s Work such that Landlord is able to perform Landlord’s Work economically and efficiently without unreasonable disruption to Tenant’s continuing operations in the Premises. At Tenant’s request, Landlord shall be performing (and hereby agrees to perform) Landlord’s Work in the Premises only after 6:00 p.m. on weekdays and at all hours on Saturdays and Sundays. However, Tenant understands that those portions of the Premises in which Landlord is performing Landlord’s Work will be construction zones in which construction materials and equipment will be stored during business hours as well as the hours during which Landlord is actually performing Landlord’s Work. Accordingly, notwithstanding any provision to the contrary contained in the Lease and provided that Landlord does not unreasonably interfere with Tenant’s use of the Premises for the Permitted Uses, Landlord and Landlord’s contractors, agents and employees shall have all access and other rights reasonably required in order to perform and complete Landlord’s Work and such performance and completion of Landlord’s Work shall in no way constitute constructive eviction of Tenant from any portion of the Premises nor shall Tenant be entitled to abatement or reduction of Base Rent, Additional Rent or other charges payable by Tenant under the Lease as a result thereof. Tenant’s reasonable cooperation with Landlord shall include, without limitation, removing from the interior walls of the Premises all pictures, posters,

artwork, pins, tape and other items not intended to receive paint and moving any and all furniture, equipment and other property away from the portion(s) of the Premises where Landlord’s Work is being performed prior to Landlord commencing the relevant portion of Landlord’s Work.

4.1.     New Tenant Improvements; Separate Utility Meter(s) .  Within ninety (90) days following the Effective Date or such additional time as Tenant may reasonably require (except as specifically set forth below in this Paragraph 4.1 ), Tenant shall complete those improvements generally described and shown on Exhibit B attached hereto and incorporated herein (the “New Tenant Improvements”). Approval of plans and specifications for the New Tenant Improvements and construction and installation of the New Tenant Improvements shall be governed by the provisions of Exhibit D-1 attached to the Lease specifically excluding (i) Section 2.1, (ii) any reference in Section 2.2 to Landlord’s pre-approval of the Construction Manager or Bidding Contractor, (iii) Section 2.3, (iv) any reference to Major Portion(s), (v) Section 4, (vi) Section 5(i) and (vii) Section 7(i). Landlord shall not unreasonably withhold or delay Landlord’s approval of Tenant’s plans and specifications. Without limiting the foregoing, on or prior to the Reduced Premises Commencement Date Tenant shall install a separate utility meter(s) for the data center located within the Premises and shall pay all electrical and other charges therefor as a direct reimbursement to Landlord pursuant to Paragraph 8.5 of this Agreement in addition to Tenant’s payment of Tenant’s Electricity Charge; such installation shall be at Tenant’s sole cost and expense, provided that Tenant may allocate such costs against the Soft Cost Portion of the TI Allowance subject to and as provided in Paragraph 4 of this Agreement.

4.2.     TI Allowance .  Provided Tenant is not in default under the Lease beyond any applicable cure periods (or if Tenant is then in default, upon Tenant’s cure of any such default) and subject to the provisions of this Paragraph 4.2 and Paragraph 4.4 , Landlord will pay Tenant an improvement allowance (the “TI Allowance”) of up to Seven Hundred Seventy-Six Thousand Two Hundred Sixty and No/100 Dollars ($776,260.00), up to One Hundred Sixteen Thousand Four Hundred Thirty-Nine and No/100 Dollars ($116,439.00) of which (the “Soft Cost Portion”) may be allocated by Tenant toward Soft Construction Costs (as defined below). The remainder of the TI Allowance shall be allocated only toward Hard Construction Costs (as defined below). The TI Allowance shall be paid by Landlord within thirty (30) days after: (i) the New Tenant Improvements have been completed substantially in accordance with Tenant’s plans and specifications approved by Landlord as provided in Paragraph 4.1 of this Agreement and Exhibit D-1 to the Lease (modified as set forth in Paragraph 4.1 ) and all permit requirements and otherwise substantially in compliance with Paragraph 4.1 of this Agreement and Exhibit D-1 to the Lease (modified as set forth in Paragraph 4.1 ); (ii) Tenant has paid for all sums, costs and expenses due for any work, labor, services, materials, supplies or equipment furnished for, or in connection with, the New Tenant Improvements, has obtained unconditional lien waivers from all parties providing such work, labor, services, materials, supplies, or equipment, and has provided Landlord with copies of such paid invoices and lien waivers (provided, however, notwithstanding the foregoing, if Tenant is unable to obtain any such lien waivers, Tenant may bond around any potential lien claims for which Tenant was unable to obtain a lien waiver or escrow in a manner reasonably acceptable to Landlord 125% of the amount of any potential lien claims for which Tenant was unable to obtain a lien waiver so long as Tenant continues to diligently pursue such lien waiver(s) (or other resolution reasonably acceptable to Landlord) and in any event provides to Landlord all such unconditional lien waiver(s) (or other resolution which, under applicable laws, prevents any lien claims against any portion of the Project or Complex or is otherwise acceptable to Landlord in its sole and absolute discretion) within eighteen (18) months following the completion of the New Tenant Improvements); (iii) Tenant has provided Landlord with copies of invoices and/or receipts evidencing the amount to be reimbursed up to the full amount of the TI Allowance. As used herein, “Soft Construction Costs” shall mean actual, out-of-pocket costs incurred by Tenant in connection with the New Tenant Improvements and other matters related to Tenant’s renovation of the Premises to consolidate its operations from the Relinquished Space into the Premises including, without limitation, moving,

space planning, architectural fees, engineering fees, construction drawings,