FIRST AMENDMENT TO TRANSACTION AGREEMENT

Exhibit 10.1

FIRST AMENDMENT
TO TRANSACTION AGREEMENT

This FIRST AMENDMENT TO THE TRANSACTION AGREEMENT (the “Amendment”), effective as of December 14, 2005, is by and among Intentia International AB, a company organized under the laws of Sweden and its principal place of business at Xxxxxxxxxx 00, Xxx 000, XX-000 00 Xxxxxxxx, Xxxxxx (“Intentia”), Xxxxxx Software, Inc, a Delaware corporation with its principal place of business at 000 Xx. Xxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx XXX (“Xxxxxx”), Xxxxxx Holdings, Inc., a Delaware corporation with its principal place of business at 000 Xx. Xxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx XXX (“Bidder”) and Xxxxxx Acquisition, Inc., a Delaware corporation with its principal place of business at 000 Xx. Xxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx XXX (“Xxxxxx Acquisition”).  All capitalized terms used but not defined in the Amendment have the meaning assigned to them in the Supply Agreement (the “Transaction Agreement”), dated June 2, 2005, by and among Intentia, Xxxxxx, Bidder and Xxxxxx Acquisition.

WHEREAS, Intentia, Xxxxxx, Bidder and Xxxxxx Acquisition have previously entered into the Transaction Agreement which sets forth, among other matters, the terms and conditions of the business combination of Xxxxxx and Intentia; and

WHEREAS, each of Intentia, Xxxxxx, Bidder and Xxxxxx Acquisition desires  that certain terms of the Transaction Agreement be amended, as set forth herein; and

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements set forth herein and in the Transaction Agreement, the parties hereto agree as follows:

1.             Section 4.1 of the Transaction Agreement is amended and restated in its entirety as follows:

“4.1         Termination.  This Agreement may be terminated (i) by Xxxxxx on written notice to Intentia if the Offer is terminated or withdrawn by Xxxxxx on the basis that it is clear that any of the conditions set forth in the Offer has not been fulfilled or cannot be fulfilled, (ii) by mutual written consent of both parties, (iii) by Intentia on written notice to Xxxxxx upon a Xxxxxx Change of Recommendation, (iv) by either party if Xxxxxx’x stockholders shall not have approved the Merger and the issuance of the Offered Common Stock by the required vote at the first stockholders’ meeting called for that purpose or any adjournment thereof, and (v) by either party if the public announcement of the satisfaction of all conditions to the Offer has not been made by April 30, 2006 (the “Termination Date”), provided however, that the right to terminate under this Section 4.1(v) shall not be available to any party whose material failure to fulfill any obligation hereunder has been the principal cause of, or resulted in, the failure of such exchange of the Offered Common Stock by the Termination Date.”

2.             This Amendment shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its principles of conflicts of laws (except to the

extent that applicable laws governing the corporate organization of Xxxxxx or Intentia mandate the application of the laws of the jurisdiction of organization of such party).  Each party irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Amendment.

3.             Except as expressly amended hereby, the parties to this Amendment intend for the Transaction Agreement to remain in full force and effect and to be legally bound by the Transaction Agreement as amended by this Amendment.

[Signature page follows.]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

	INTENTIA INTERNATIONAL AB
	By:	/s/ Xxxxxxxx Xxxxxx
	Name: Xxxxxxxx Xxxxxx
	Title: President & CEO
	XXXXXX SOFTWARE, INC.
	By:	/s/ Xxxxx X. XxXxxxxxxx
	Name: Xxxxx X. XxXxxxxxxx
	Title: Secretary
	XXXXXX HOLDINGS, INC.
	By:	/s/ Xxxxx X. XxXxxxxxxx
	Name: Xxxxx X. XxXxxxxxxx
	Title: Secretary
	XXXXXX ACQUISITION, INC.
	By:	/s/ Xxxxx X. XxXxxxxxxx
	Name: Xxxxx X. XxXxxxxxxx
	Title: Secretary