Exhibit
  10.30
	
   

	
   
	
   
	
   

	
   
	
  Tel: 020 8614 5300
	
   

	
   
	
   
	
   

	
   
	
  Fax: 020 8614 5310
	
   

	
   
	
   
	
   

	
   
	
  www.firstwave.co.uk
	
   




CONFIDENTIAL

10
February 2004


Mr.
Andrew Halstead

Chief Information Officer

The Football Association Limited

25 Soho Square

London  W1D 4FA

	
   
	
  Re:
	
  Software Development and License Agreement dated 23
  December 2002 and related letter amendment thereto dated 1 July 2003  (collectively referred to as the
  “Agreement”)
	
   




Dear Andrew

          By
signing this letter, the parties acknowledge and agree to continue their
relationship pursuant to the terms of the Agreement, subject to certain
amendments thereto.  The parties agree,
for good and valuable consideration the adequacy of which is hereby
acknowledged, to further amend the Agreement as follows:  (i) to revise the definitions for
“Acceptance” and “Acceptance Date” in Schedule 1 to mean the Delivery Date; and
(ii) to revise the definition of “Delivery Date” in Schedule 1 to mean the date
on which Firstwave delivers CLAS to The FA; and (iii) to terminate The FA’s obligation
to pay to Firstwave the charges set forth in clause 6.1.1.2 on the acceptance
date; and (iv) to remove the Acceptance Procedures by deleting Schedule 3 in
its entirety, including the modifications thereto in the letter amendment of 1st
July 2003; and (v) to terminate The FA’s obligation to pay to Firstwave ninety
thousand pounds (£90,000) upon acceptance as set forth in the letter amendment
of 1st July 2003; and (vi) to revise clause 6.3 to state that in the
event Firstwave markets, licenses and delivers a Firstwave CRM sports
application to another legal entity in the Sports Vertical, Firstwave shall pay
to The FA an amount equal to fifteen percent (15%) of the Net Revenue received
by Firstwave up to a maximum of one million pounds (£1,000,000) (the “CLAS
Royalty Payment”); and (vii) Firstwave shall pay to The FA a prepaid royalty
payment of one hundred twenty thousand six hundred pounds (£120,600) payable in
two equal installments of sixty thousand three hundred pounds, the first
payment on 12th February 2004 and the second payment on 1st
April 2004.  The FA acknowledges and
agrees that payment of such amounts by Firstwave will bring the total in
prepaid royalties to two hundred ninety-five thousand six hundred pounds
(£295,600).

          The
parties understand and agree that all terms of this letter amendment are
contractual and are not a mere recital, and the parties represent and warrant
that they are competent and possess the full and complete authority to covenant
and agree as herein provided and that this letter will be signed by a duly
authorized signatory who has the authority to bind its respective party. 


	
  












	
  




Mr. Andrew Halstead

10 February 2004 

Page 2

          This
letter may be executed in one or more counterparts, and any executed copy of
this letter shall be valid and have the same force and effect as the original
executed copy.  This letter will be
delivered to each party by facsimile transfer for signature and returned by
facsimile transfer.  Each party agrees
that its facsimile signature will be deemed an original signature, and that
each fully-signed, facsimile copy of the letter will be effective and
enforceable as though it contained the original signatures of the parties.  This letter contains the entire agreement of
the parties hereto with regard to the matters set forth herein, supersedes all
previous correspondence and communications, whether oral or written, regarding
such subject matter, excluding the Agreement except where specifically modified
by this letter, and shall be binding upon the executors, administrators,
personal representatives, heirs, successors, and assigns of each.  This letter shall be governed by English law
and the parties hereby submit to the exclusive jurisdiction of the English
courts.  

          The
provisions of the Agreement as varied by this letter shall remain in full force
and effect.  


          By
signing below, each party acknowledges its acceptance of the terms of this
letter amendment.

Sincerely,



David
R. Simmons

For and on behalf of Firstwave Technologies UK Ltd



Accepted
and Agreed to on behalf of The FA:

	
 

	
  Signature:
	
  /s/ A.W. Halstead
	
  2/12/04
	
   

	
   
	
  



  	
  



  	
   

	
   
	
  Andrew Halstead, CIO, The
  Football Association Limited
	
  Date
	
   







Accepted
and Agreed to on behalf of Firstwave:

	
 

	
  Signature:
	
  /s/ David R. Simmons
	
  2/12/04
	
   

	
   
	
  

  	
  



  	
   

	
   
	
  David R. Simmons,
  Firstwave Technologies
	
  Date
	
   




cc:          Judi
Vitale, CFO, Firstwave Technologies, Inc.