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EXHIBIT 10.1
AMENDMENT NO. 2
TO THE
RETAIL PRO SOFTWARE LICENSE AGREEMENT
This is Amendment Number 2 and Attachment 1, effective as of
January 5, 2005
(the " Amendment") to the Retail Pro Software License Agreement,
dated as of
December 6, 2002 (the "Agreement") between Intuit Inc., a
Delaware corporation
("Intuit"), and Retail Technologies International, Inc., a
California
corporation ("RTI").
RECITALS
A. The Agreement provides that certain licenses granted by
Intuit to RTI
will expire on December 6, 2005 and December 6, 2006.
B. The parties now wish to extend the term of those certain
license rights
detailed in this Amendment by one (1) year along with all of
the
rights, restrictions, provisions and royalties that pertain to
those
license rights.
C. The parties agree that, unless defined herein, defined terms
will have
the meaning given them in the Agreement.
NOW, THEREFORE, Intuit and RTI acknowledge and agree to amend
the Agreement as
follows:
1. Section 1.5 is modified as follows:
"EXISTING RTI CUSTOMER" means any person or entity to whom RTI,
its Affiliates,
or any Reseller (as defined in SECTION 2.3(a)) has first
licensed, sold, or
distributed copies of the Retail Pro Software (i) prior to the
Effective Date,
or (ii) between the Effective Date of this Agreement and
December 31, 2006."
2. The third sentence in Section 2.2(a)(i) is modified as
follows:
"The license granted in this SECTION 2.2(a)(i) will
automatically terminate upon
the fifth anniversary of the Effective Date."
3. The last sentence in Section 2.3(a) is modified as
follows:
"This license will automatically terminate upon the fourth
anniversary of the
Effective Date."
4. The second sentence in Section 2.3(b) is modified as
follows:
"The license granted in this SECTION 2.3(b) will be effective
only from the
Effective Date through the fifth anniversary of the Effective
Date, after which
such license will automatically terminate."
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5. Section 4.1(b) is modified as follows:
"FROM SIX MONTH ANNIVERSARY OF THE MANUFACTURING RELEASE THROUGH
FOURTH
ANNIVERSARY OF THE EFFECTIVE DATE. If at any time after the six
month
anniversary of the Manufacturing Release and before the fourth
anniversary of
the Effective Date, RTI, any of its Affiliates, or a Reseller
sells, licenses,
or distributes a copy of the Retail Pro Software to any end user
who purchases
three (3) or fewer Inventories, none of which have ten (10) or
more Seats and
all of which are located in the Restricted Territory, then for
each copy of the
Retail Pro Software distributed to any such end user, RTI will
pay to Intuit a
royalty of seventy-five percent (75%) of revenues received by
RTI from the sale
of such copy less sales, use and excise taxes, amounts
credite
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