[ADEXA LOGO]
EXHIBIT 10.107
AMENDMENT NO. 1
TO
SOFTWARE LICENSE AGREEMENT
THIS AMENDMENT NO. 1 is made on the ____ day of February, 2003 by and between
ADEXA, INC., (formerly Paragon Management Systems, Inc., and hereinafter
referred to as "Adexa") and QUAKER FABRIC CORPORATION OF FALL RIVER (hereinafter
referred to as "Licensee").
WHEREAS, on December 29, 1999, Adexa and Licensee entered into a Software
License Agreement (hereinafter referred to as the "Agreement");
WHEREAS, in consideration of the mutual benefits to be derived by the parties,
Adexa and Licensee desire to amend the Agreement at this time upon the following
terms and conditions.
1. Section 3, paragraph 3.1 License, is hereby modified by adding the
following at the end of the paragraph; "Both parties acknowledge and agree
that the license granted to Licensee under this Agreement is "perpetual"
and is "irrevocable" except for material breaches of the terms of this
Agreement. It is further agreed that upon Licensee's written notice of a
transfer of the Software to another identified Facility and/or Designated
Computer for hardware upgrade purposes, Adexa shall issue Licensee an
additional license key within five (5) days of receipt of notice at no
additional charge, so long as the Software is removed from the prior
Designated Computer."
2. In the event of any conflicts between this Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Amendment
shall take precedence.
3. All other terms and conditions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the date first indicated hereinabove.
LICENSEE ADEXA
By: By:
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Name: Name:
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Title: Title:
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Date: Date:
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