<PAGE>
EXHIBIT 10.39
FIRST AMENDMENT TO OEM LICENSE AGREEMENT
This First Amendment To OEM License Agreement (the "AMENDMENT"), is
entered into by and between TIE Commerce, Inc., a ___________ corporation
("TIE") and Viewlocity, Inc., a Delaware corporation ("VIEWLOCITY") and is made
to be effective October 25, 2000.
RECITALS
A. WHEREAS, TIE was formerly a division of St. Paul Software, Inc.,
("SPS"), a Minnesota corporation, and is now a separate legal entity.
B. WHEREAS, Frontec AMT AB and Viewlocity were formerly known as or
part of Frontec AB, a Swedish Company ("FRONTEC") and now Viewlocity is
a separate US corporation, which was created by Frontec on February 22,
1999 and known at that time as Arctic, Inc. On June 24, 1999, Arctic,
Inc. changed its name to Viewlocity, Inc. Frontec AMT AB is now a
subsidiary of Viewlocity, Inc. and has changed its name to Viewlocity
AB.
C. WHEREAS, SPS and Frontec AMT AB entered into an OEM License
Agreement dated November 10, 1997, incorporating the following lettered
schedules: A - Structural Definition, B - Project Time Schedule, C -
Royalty Schedule, and D- Master Source Code Escrow Agreement (defined
collectively herein as the "LICENSE AGREEMENT").
D. WHEREAS, TIE possesses all of the right, title and interest of SPS
in and to the License Agreement and the Licensed Product as defined
therein.
E. WHEREAS, Viewlocity possesses all of the right, title and interest
of Frontec AMT AB in and to the License Agreement and the FAMT Product
as defined therein.
F. WHEREAS, the parties desire to allow Viewlocity to include the
Licensed Product in Viewlocity's TradeSync Integration Broker product
by expanding the definition of "FAMT Product" to include Viewlocity's
TradeSync Integration Broker product in addition to its AMTrix product.
G. WHEREAS, the parties desire to execute a License Price Exhibit
(defined below) containing new royalty rates governing the distribution
of the Licensed Product and to renew the License Agreement for a period
of two (2) years.
NOW THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
1. The above recitals are incorporated herein by this reference and are
represented and warranted by the parties hereto to be true and correct.
<PAGE>
2. This Amendment may be executed and delivered by facsimile
transmission and when fully executed shall be as fully enforceable as a fully
executed original agreement.
3. This Amendment constitutes a novation of the parties to the License
Agreement, such that SPS is substituted for TIE and Viewlocity is substituted
for Frontec AMT AB.
4. Each party hereto represents and warrants to the other that as of
the date hereof, and to the best of its knowledge, information and belief, it
has committed no defaults under the License Agreement and each party thereto has
and will continue to fully perform the terms thereof.
5. Each party hereto represents and warrants to the other that to the
extent the novation of parties set forth herein constitutes an assignment of the
License Agreement, that the prior written consent required by paragraph 20.6 of
the License Agreement has been received by each party.
6. All terms and conditions, less license price changes as set forth in
the License Price Exhibit (defined below), of the License Agreement remain in
full force and effect except as amended hereby.
7. The parties hereby amend Section 1.3(m) of the License Agreement
such that the term "FAMT Product" means Viewlocity's proprietary AMTrix software
and Viewlocity's proprietary TradeSync Integration Broker product, individually
and collectively, as determined by the context.
8. The parties hereby renew the License Agreement for a period of two
years beginning on November 1, 2000 ("First Renewal Term"). In addition, the
parties agree that Section 16.2 of the License Agreement is hereby amended such
that neither party may terminate the License Agreement during the First Renewal
Term except (a) that either party may elect not to renew the License Agreement
by providing written notice to the other at least one hundred eighty (180) days
prior to the end of the First Renewal Term and (b) as otherwise provided in
Sections 16.3 and 16.4 of the License Agreement. After the First Renewal Term
and unless terminated as indicated above, the License Agreement shall continue
as set forth in Sections 15 and 16 thereof.
9. A License Price Exhibit, attached hereto as Exhibit A ("License
Price Exhibit"), shall supercede in all respects Schedule C to the License
Agreement. For the purposes of Sections 15 and 16 of the License Agreement, the
parties agree the License Price Exhibit shall govern and constitute agreement as
to the Royalty rates under the License Agreement for the First Renewal Term.
10. The License Agreement and this Amendment and any exhibits thereto
are intended by the parties to be complementary and additive, so that the
requirements of any one document shall be deemed to be required by all, except
to the extent that a clear inconsistency or conflict exists or unless otherwise
expressly provided in this Amendment, in which event the terms of the Amendment
shall control and any conflicting or inconsistent terms in the License Agreement
or
<PAGE>
exhibits thereto shall be void and of no effect. In addition to terms defined in
the License Agreement (which shall have the meanings set forth therein), defined
terms used herein shall have the meanings set forth herein.
TIE COMMERCE, INC.
/s/ Joseph Dalman
-----------------------------
Joseph Dalman
Its: CEO
VIEWLOCITY, INC.
/s/ Stan F. Stoudenmire
-----------------------------
By: Stan F. Stoudenmire
Its: Senior Vice President & CFO
