AMENDMENT 9

Exhibit 10.42

AMENDMENT 9

This Amendment 9 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 2, 2001, between NSI Software, Inc. located at 000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 and Sunbelt Software Distribution Inc., located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000 (“VAR”).

Whereas NSI and VAR wish to modify certain provisions pertaining to Aggregate Dollar Value;

Now therefore the Agreement shall be modified as follows:

1. The following should be added to Schedule B Section 1:

1. Aggregate Dollar Commitment

The annual Aggregate Dollar Value committed for 2006 is * which shall be distributed over * as indicated below:

*		*		*		*
*		*		*		*

2. Schedule B Section 6 shall be deleted in its entirety and replaced with the following:

* after the end of each Quarter or Fiscal Year as appropriate, VAR will receive a check or a credit, at NSI’s sole discretion for up to * for the preceding Quarter based on the following criteria:

	•		If the Aggregate Dollar sold for the Quarter is between * and * of the quarterly Aggregate Dollar Value stated above, the VAR will receive *.
	•		If the Aggregate Dollar sold for the Quarter * the quarterly Aggregate Dollar Value stated above, the VAR will receive *.
	•		If the Aggregate Dollar sold for the Quarter is * of the quarterly Aggregate Dollar Value stated above, the VAR is not eligible for the quarterly rebate.
	•		Annual Rebate Catch-up: If at least * quarterly quota was not achieved but the annual quota is achieved, VAR will receive an additional rebate of *.

Within * prior to the end of the current calendar year both parties will meet and mutually agree on new quarterly and annual Aggregate Dollar Value goals for the next calendar year. This must be done in writing as an addition to this Addendum and signed by both parties.

3. Amendment 7 dated April 15, 2004 shall be amended as follows:

1. Schedule A shall be amended by adding the following:

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

• Double-Take for Virtual Systems: Real time transaction based backup software within Virtual Systems.

2. The table in Schedule B (3) shall be amended by deleting the title in the third column and replacing same with *.

Except as modified under this Amendment, all other terms and conditions of the Agreement and any Amendments shall remain in full force and effect. In the event of a conflict between the terms and conditions of this Amendment 9, the Agreement or any prior Amendments, the terms and conditions of this Amendment shall supersede.

IN WITNESS WHEREOF, the undersigned have caused this Amendment No.9 to be executed by their respective representatives.

NSI Software, Inc.						Sunbelt Software Distribution Inc.
Date: 2/15/06						Date: Feb. 13th, 2006
Signature:		/s/ S. Xxxxx Xxxx				Signature:		/s/ Xx Xxxxxxxx
Print Name: S. Xxxxx Xxxx						Print Name: Xx Xxxxxxxx
Title: CFO						Title: CEO

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.