i2 TECHNOLOGIES, INC. AMENDMENT 3 TO THE EMPLOYMENT AND NON-COMPETE AGREEMENT BETWEEN i2 TECHNOLOGIES US, INC. AND ROMESH WADHWANI

EXHIBIT 10.26

i2 TECHNOLOGIES, INC.

AMENDMENT 3 TO THE EMPLOYMENT

AND NON-COMPETE AGREEMENT BETWEEN

i2 TECHNOLOGIES US, INC. AND XXXXXX XXXXXXXX

This Amendment 3 (“Amendment 3”) effective as of January 1, 2002 (“Effective Date”), is made to the Employment and Non-Compete Agreement (“Agreement”) dated June 9th 2000 between i2 Technologies, Inc. (subsequently assigned to i2 Technologies US, Inc. “Company”) and Xxxxxx Xxxxxxxx (“Employee”).

1. The parties acknowledge that Employee has remained an employee of Company beyond the term of the Agreement, as amended by Amendment 2 thereto.

2. Section 1.1 of the Agreement is hereby amended to extend the Employment Term such that Employee’s employment will automatically terminate on June 30, 2002, with quarterly extensions thereafter by mutual written agreement.

3. In the event of any conflict between this Amendment 3 and the Agreement, this Amendment 3 shall supercede. Except as expressly modified hereby, Amendments 1 and 2 to the Agreement remain in full force and effect.

/s/ XXXXXX X. XXXXXXX		/s/ XXXXXX XXXXXXXX
For Company:  Xxxxxx X. Xxxxxxx Vice President & General Counsel		Xxxxxx Xxxxxxxx