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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
