EXHIBIT
10.1
SECOND
AMENDMENT
TO THE RESELLER
AGREEMENT BETWEEN
SCHOOLPOP, INC.
AND
AMERICAN EXPRESS
INCENTIVE SERVICES, L.LC.
April 5, 2005
This second amendment
(the “Amendment”) by and between SCHOOLPOP, INC. and
AMERICAN EXPRESS INCENTIVE SERVICES, L.L.C. (“AEIS”),
is entered into as of this first day of April 2005.
WHEREAS, the parties
have previously entered into a Reseller Agreement (the
“Agreement”) effective August 1, 2004 and a First
Amendment to the Agreement effective October 11, 2004;
and
WHEREAS, the parties
wish to amend the Agreement upon the terms and conditions set forth
herein;
NOW, THEREFORE, in
consideration of the mutual covenants and conditions contained
herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree
as follows:
The Agreement is hereby
amended to change the following provisions:
Section 1, Purpose, is
hereby amended by adding the following subsection:
“c.
Schoolpop may resell the
Persona Select Card as a standalone product to its
Clients.”
Section 2.a —
Exclusivity, is hereby replaced with the following:
“Schoolpop shall
continue to have the exclusive right to resell Cards in the NPO
Marketplace. During January 2006, the parties shall discuss the
existing relationship as defined herein, as well as assess whether
the partnership is meeting the objectives of both parties. At such
time the parties will use best efforts to mutually agree upon
Persona Select annual volum
