**Exhibit 10.5**

 

TD02to IBM OEM Agreement Number: 4905S10262

 

**IBM OEMSoftware Agreement: 4905S10262**

**PurchaseCommitment Transaction Document - Number 02**

 

Thank you fordoing business with IBM.  This is aTransaction Document under the IBM OEM Software Agreement No. 4905S10262 (“BaseAgreement”).  This Transaction Documentbecomes effective when signed by both parties.

 

Unless this Transaction Document is signed by September 14, 2005, anew Transaction Document must be negotiated.

 

Bysigning below for our companies, each of us agrees to the terms of thisTransaction Document.  Once signed, bothparties agree that 1) any reproduction of the Transaction Document made byreliable means (for example, photocopy or facsimile) is considered an original,unless invalid under local law; 2) this Transaction Document together with the Base Agreement forms aseparate agreement (“Agreement”) between the parties, to which all Programslisted in this Transaction Document are subject; and 3) this TransactionDocument, together with the Base Agreement, is our complete agreement andreplaces all prior oral or written communications between the parties regardingthe transactions described in this Transaction Document.

 

 
| Agreed to:                                   | Agreed to:                  |
|----------------------------------------------|-----------------------------|
|                                         |                        |
| International  Business Machines Corporation | Lawson  Software, Inc. |
|                                         |
| By:                                          |                        |   | By: |   |   |
|                                         |                        |
| Name:                                        | Joyce Beeman                | Name: |   |   |
|                                         |                        |   |   |
| Title:                                       | Contract  Administrator     | Title: |   |   |
|                                         |                        |   |   |
| Date:                                        |                        |   | Date: |   |   |
|                                         |
|                                         |                        |
| IBM Address:                                 | Lawson  Software Address:   |
|                                         |                        |
| 11400 Burnet  Road                           | 380 St Peter  Street        |
| Austin, TX  78758                            | St. Paul, MN  55102         |
| Attn:                                        | OEM Software  Contracts     |
|                                         | Internal Zip  0411E034      |
|                                              |                             |  |  |  |  |  |  |  |

 

1

----

 

**Lawson**

 

1. Program(s) Prices: You will pay IBM theapplicable amount identified below for each IBM Blue Stack made up of thefollowing Program(s) that you distribute, and for each term of MaintenanceRenewal/Reinstatement that you purchase.

 
| **Part Number** | ** ** | **IBM  Blue Stack License (including 1 Year of Maintenance for New Customers)** |
|----------------------|------------|---------------------------------------------------------------------------------|
| D5ALTLL              |       | WAS NETWORK  DEPLOYMENT 5.0 MULTIPLT PROG PK 1 PROC NLV                         |
| D50TTLL              |       | WEBSPHERE  PORTAL ENABLE MULTIPLATFORMS PROC LIC+SW MAINT 12 MO                 |
| D533ILL              |       | IBM TIVOLI  DIRECTORY SERVER MGD PROC LIC+SW MAINT 12 MO                        |
| D521NLL              |       | IBM TIVOLI  LICENSE MANAGER MGD PROC LIC+SW MAINT 12 MO                         |
| D51NDLL              |       | DB2 UDB  WORKGROUP SERVER UNLIMITED ED PROCESSOR LIC+SW MAINT 12 MO             |
| D54N4LL              |       | RATL  APPLICATION DEV FOR WEBSPHERE SW AUTH USER LIC+SW MAINT 12 MO             |

 
| **Part Number** | ** ** | **Maintenance  Renewal/ Reinstatement***                                        |
|----------------------|------------|---------------------------------------------------------------------------------|
| E1ALVLL              |       | WEBSPHERE  APPLICATION SRVR NETWORK DEPLOYMENT PROC ANNUAL SW MAINT RNWL        |
| D5ALWLL              |       | WEBSPHERE  APPLICATION SRVR NETWORK DEPLOYMENT PROC SW MAINT REINSTATE 12 MO    |
| E006ZLL              |       | WEBSPHERE  PORTAL ENABLE MULTIPLATFORMS PROC ANNUAL SW MAINT RNWL               |
| D51QULL              |       | WEBSPHERE  PORTAL ENABLE MULTIPLATFORM PROC ZLINUX SW MAINT REINSTATE 12MO |
| E013NLL              |       | IBM TIVOLI  DIRECTORY SERVERPROCESSOR ANNUAL SW MAINT RNWL                      |
| D533JLL              |       | IBM TIVOLI  DIRECTORY SERVERPROCESSOR SW MAINT REINSTATE 12 MO                  |
| E00HTLL              |       | IBM TIVOLI  LICENSE MANAGER CLIENT ANNUAL SW MAINT RNWL                         |
| D51L2LL              |       | IBM TIVOLI  LICENSE MANAGER CLIENT SW MAINT REINSTATE 12 MO                     |
| E00IHLL              |       | DB2 UDB  WORKGROUP SERVER UNLIMITED ED PROCESSOR ANNUAL SW MAINT RNWL           |
| D51NFLL              |       | DB2 UDB  WORKGROUP SERVER UNLIMITED ED PROCESSOR SW MAINT REINSTATE 12 MO       |
| E01MJLL              |       | RATL  APPLICATION DEV FOR WEBSPHERE SW AUTH USER ANNUAL SW MAINT RNWL           |
| D54N5LL              |       | RATL  APPLICATION DEV FOR WEBSPHERE SW AUTHUSR SW MAINT REINSTATE 12 MO         |

 

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*Reinstatement fees shall apply when aCustomer has had a gap in Maintenance coverage for more than 30 days

 

**Pricing and Minimum Guarantees:**

**a.  Pricing:**   Theroyalty and Maintenance fees for each IBM Blue Stack is in the table below:
| **Customer Type** | ** ** | **One-Time  Royalty*** | ** ** | **Annual  Maintenance Fees** | ** ** |
|-------------------|------------|------------------------|------------|------------------------------|------------|
| New Customer      |       | $                      | ***        |                         | ***        |   |
| Existing Customer |       | $                      | ***        |                         | $          | *** |   |
|                   |            |                        |            |                              |            |  |  |

 
| **Customer Type**                            | ** ** | **Reinstatement Fees (one-time fee)** | ** ** |
|----------------------------------------------|------------|---------------------------------------|------------|
| New Customer  Maintenance Reinstatement      |       | $                                     | ***        |   |
| Existing  Customer Maintenance Reinstatement |       | $                                     | ***        |   |

 

----

*No additional royalty payments(excluding Maintenance) will be due IBM when a Customer makes additionalpurchases from Lawson to run with an existing and paid for IBM Blue Stack.

** Includes the first year ofAnnual Maintenance Fees.

 

**b.   Minimum Guarantee** The minimum amount you are guaranteed topay IBM during the three-year term of this Transaction Document is $***determined as follows:

 

1. $***; and

2. $***.

 

2

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**2.Value-Add Components which must be included in Solutions:**

 
| **Vendor**                 | ** ** | **Application  Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Lawson Software, Inc. |       | The Value-Add  Components are the Lawson suite of products as they exist as of the effective  date of this Transaction Document and will include all future releases,  versions and enhancements to such products developed by or on behalf of  Lawson. Value-Add Components will also include newly developed products and  suites, and any products acquired by Lawson through corporate acquisition,  merger, or the purchase of assets of a third party, except products acquired  from any company that is (or within the last 12 months was) under contract  with IBM to distribute any of the programs in the IBM Blue Stack. |

 

**3. Term**The term of thisTransaction Document will be three (3) years from the date the last partyexecutes it.  Lawson may renew thiscontract on ninety (90) days written notice prior to the end of the currentterm, for two (2) additional one (1) year terms for a total of twoadditional years.  This three (3) yearcontract and each renewal is a separate Transaction Document.  Each of the two (2) renewals will havethe same terms and****prices as this Transaction Document,except that no minimum purchase guarantees will apply during any renewal term.You may terminate this Transaction Document without causeon ninety (90) days written notice.  Suchtermination by Lawson requires the payment of all fees owed for the period inwhich this Transaction Document was in effect, including all guaranteedpayments due prior to the effective date of the termination and a pro-ratashare of guaranteed payments for the period in which the contract was ineffect. Thisdocument is the purchase order for such payments.

 

For example, if this Transaction Documentis terminated by Lawson in ***, the $*** payment will be due plus a pro-ratashare of the guaranteed payment of $*** that would have been paid August 31, 2006.

 

**4.Reporting and Purchase Order Requirements:**

 

a)              You shall maintain complete and accurate recordsindicating by Lawson fiscal quarter, (i) all IBM BlueStack copiesdistributed during such quarter by you; and (ii) all Maintenance, MaintenanceRenewal and Maintenance Reinstatement purchases made for IBM Blue Stack duringsuch quarter. For each such purchase , you shall report Customer name, datesold, Customer Type (Existing or New), IBM Blue Stack components andValue-Added Components licensed.

 

b)             By the 2nd to last workday of themonth after the end of each Lawson fiscal quarter, you agree to submit to IBMthe sales report, below and the specific purchases detailed in section 4athat backup the sales report, For the number of IBM Blue Stack Maintenance, MaintenanceRenewals/Reinstatement contracted-for in the previous calendar quarter.  This Sales report will be used as the PO.

 

IBM shall invoice youthe applicable fees as per Section 2 of this Transaction Document.  Payment is due within 30 days of receipt of acorrect invoice.

 

Form of SalesReport (“MA” = Maintenance)
| **Type**                                 | ** ** | **Number of Blue  Stacks** | ** ** | **Fees Due IBM** | ** ** | **Customer  Transaction Date** | ** ** |
|------------------------------------------|------------|----------------------------|------------|------------------|------------|--------------------------------|------------|
| New Customer  Lic                        |       |                       |       |             |       |                           |       |
| Existing  Customer Lic                   |       |                       |       |             |       |                           |       |
| Existing  Customer MA                    |       |                       |       |             |       |                           |       |
| Annual  renewal New Customer MA          |       |                       |       |             |       |                           |       |
| Annual MA  renewal Existing Customer MA  |       |                       |       |             |       |                           |       |
| MA  Reinstatement New Customers          |       |                       |       |             |       |                           |       |
| MA  Reinstatement Existing Customer Lic. |       |                       |       |             |       |                           |       |

 

c)**   Guaranteed Payment Schedule:**
| **Transaction**                                   | ** ** | **Dec 1, 05  Payment** | ** ** | **March 1, 06  March 1, 07  March 1, 08** | ** ** | **Aug 31, 06  Aug 31, 07  Aug 29, 08** | ** ** | **Sept 1, 06  Sept 1, 07** | ** ** | **Dec 1, 06  Dec 1, 07** | ** ** |
|---------------------------------------------------|------------|------------------------|------------|----------------------------------------------------------|------------|----------------------------------------|------------|----------------------------|------------|--------------------------|------------|
| Existing  Customers Royalty Fees                  |       | $                      |       |                                                     | $          | ***                                    |       | NA                         |       | $                        | ***        |   | $ | *** |   |
|                                              |       |                   |       | $                                                        | ***        |                                   |       |                       | $          | ***                      |       | $ | *** |   |
| New License Customer Royalty fees Annual  minimum |       | NA                     |       | NA                                                       |       | $                                      | ***        |                       | NA         |                     | NA         |   |
|                                              |       |                   |       |                                                     |       | $                                      | ***        |                       |       |                     |       |   |
|                                              |       |                   |       |                                                     |       | $                                      | ***        |                       |       |                     |       |   |
|                                                   |            |                        |            |                                                          |            |                                        |            |                            |            |                          |            |  |  |  |  |  |

 

3

----

 

**d)  Reconciliation for Guaranteed Payments andquarterly reporting:**

 

1.               **For New Customers:**

During each 12 month period, Lawson agrees to pay IBM a minimum of $***of royalties for the distribution of IBM Blue Stack to New Customers.  If at the end of a 12-month period, Lawsonhas paid royalties of less than $***, Lawson will pay IBM the differencebetween actual royalties paid and $***. Such bridge payments are non refundable licenses of the IBM Blue Stackthat Lawson can distribute to New Customers without the payment of additionalroyalties to IBM.

 

**2.****              ****For Existing Customers:**

In the first month ofeach Lawson fiscal quarter, Lawson will compare the cumulative number ofExisting Customers that have received delivery of the IBM Blue Stack and/orShort Stack since the beginning of this Transaction Document through the priorquarter, multiplied by $*** per such Existing Customer.  The resulting value is then compared with thecumulative minimum royalties for Existing Customers paid to date. If the actualroyalties owed are greater than the cumulative minimum royalties paid to date,then Lawson will pay IBM the difference; If the royalties owed are less thanthe cumulative minimum royalties paid to date, then no additional royalties aredue for that quarter. At the end of the 3 year initial term of this TransactionDocument, any Existing Customer royalties paid by Lawson as part of theguaranteed minimum payments that are not offset by actual Existing Customerdistributions may be distributed by Lawson in future Customer distributions.

 

The Payment Schedule aboveis also the purchase order for these payments. No separate PO is required.

 

e)   Thefollowing Media Packs will be shipped for the Programs listed in Section 1:

 
| **Media Pack  PN** | ** ** | **Media Pack Description**                                                   |
|--------------------|------------|------------------------------------------------------------------------------|
| BA0BPML            |       | WAS NETWORK  DEPLOYMENT 5.1 MULTIPLT 1 PROC NLV MEDIA PK NLV                 |
| BA0B3ML            |       | WEBSPHERE PORTAL ENABLE V5.0.2.2 AIX, SOL, WN 2000, LINUX INTEL+ ZSER  MP ML |
| BA0D9ML            |       | IBM TIVOLI  DIRECTORY INTEGRATOR V6.0 MULTIOS MEDIA PK MULTILINGUAL          |
| BJ0DKML            |       | IBM TIVOLI LICENSE MANAGER V2.1.0 CD MEDIA PACK MULTI                        |
| BB09ZNA            |       | DB2 UDB  WORKGROUP SERVER UNLIMITED V8.1 MEDIA PACK ENGLISH                  |
| Electronic         |       | RATL  APPLICATION DEV FOR WEBSPHERE SW AUTH                                  |

 

f)   You will submit purchase orders, reports,and payments to:

 
|   | IBM Branch Office  JWQ                  |
|--------|-----------------------------------------|
|   | Accounts  Receivable - Internal Zip 261 |
|   | 150  Kettletown Road                    |
|   | Southbury,  CT 06488                    |
|   |                                    |
|   | FAX:  (845)491-2779                     | EMAIL:  ibmoemsw@us.ibm.com |

 

IBM may update the fax number and/or address fromtime to time.

 

**5. Maintenance and SupportServices**

 

An initial 12-monthterm of Maintenance is included for each New Customer license of IBM Blue Stackand/or Short Stack you distribute under this Transaction Document.  The effective date for Maintenance for alicense will commence on the 1st day of the following month thelicense sold.  You may renew Maintenancefor each license for an additional consecutive 12-month term for theMaintenance Renewal payment described in Section 1. For licenses on whichyou have not continually renewed Maintenance, you may reinstate Maintenance inconsideration of paying the Maintenance Reinstatement fee as described in Section 1.  You are responsible for documenting andtracking the license distribution dates and Maintenance renewal/reinstatementdates for each Customer.

 

For each Program license with Maintenance in effect, subject to Section 2.11in the Base Agreement, IBM will:

a)              Make available toyou and authorize you to upgrade to the most current, commercially availableversion, release, or update, should any be made available;

b)             provide you withassistance for your code related questions; and

c)              provide assistancevia telephone and, if available, electronic access, only to your technicalsupport personnel during the normal business hours (published prime shifthours) of your IBM support center. (This assistance is not available to yourCustomers). IBM provides Severity 1 assistance 24 hours a day, every day of theyear.  Consult the IBM Software SupportGuide at (http://techsupport.services.ibm.com/guides/contacts.html) for details.

For purposes of this Transaction Document, Section 2.11 of theBase Agreement is deemed modified to require IBM to provide Lawson with no lessthan 24 months advance written notice of its intention to withdraw any

 

4

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IBMBlue Stack component from Maintenance.

 

Maintenance does notinclude assistance for 1) the design and development of applications, 2) theuse of Programs in other than their specified operating environment, or 3)failures caused by products for which IBM is not responsible under thisAgreement.

 

**IBM warrants that it providesMaintenance and Support using reasonable care and skill and that Lawson willreceive Maintenance and Support services at least equal to Maintenance andSupport services provided by IBM, or on behalf of IBM, to any Lawson competitor(e.g., Oracle, PeopleSoft, Microsoft). This warranty is your exclusive warrantyregarding Maintenance, and replaces all other warranties or conditions, expressor implied, including, but not limited to, the implied warranties or conditionsof merchantability and fitness for a particular purpose.**

 

If IBM withdrawsMaintenance for a particular Program license, you understand that:

1)              IBM will not make Maintenance renewal availablefor that Program; and

2)              if you renewed Maintenance for that Programlicense prior to the notice, IBM, at its sole discretion, will either continueto provide Software Maintenance to you for that Program license until the endof the then current coverage period or give you a prorated refund, unlessLawson elects to receive post-termination Maintenance as provided below in thisSection.

 

**Support Responsibilities**

For Program licensescovered under Maintenance, you or your distributors will provide Level 1 and 2Support to Customers.  IBM will provideLevel 3 Support to Lawson, and Lawson will be the interface to the Customersfor all Level 3 support that IBM provides to you.

 

In the event ofexpiration or termination of this Transaction Document you shall have the rightto receive continuing Maintenance for licenses distributed under thisTransaction Document, pursuant to a separate transaction document to be createdat the time (the “Maintenance TD”).  TheMaintenance TD will entitle Lawson to Maintenance under the same pricing for 18months from termination or expiration.

 

For Program licensesnot covered under Maintenance, you or your distributors will provide Level 1and Level 2 Support to Customers at Lawson’s solediscretion.In such cases, IBM will only provide you access to IBM databases containinginformation on known Program defects, defect corrections, restrictions, andbypasses for the unmodified portion of Programs. IBM will maintain thisinformation for a minimum of one year after associated distribution to aCustomer. You agree to be the interface to Customers for this service. Consultthe IBM Software Support Guide for further information at: “http//techsupport.services.ibm.com/guides/handbook.html.”

 

“Level 1 Support”****means theservice provided in response to the initial phone call by a Customer whichidentifies and documents an error in a Program. This includes problem sourceidentification assistance, problem analysis, problem resolution, installationplanning information, and preventative and corrective service information.

“Level 2 Support” meansthe service provided to analyze or repeat the error, or to determine that theerror is not repeatable. This service also includes in-depth technicalanalysis.

“Level3 Support” means the service provided for fixes, workarounds. This Service alsoincludes in-depth technical analysis and support for fixes and Lawson can callIBM direct access support call center.

 

**6.  Miscellaneous Terms/Conditions**

a)              You will receive one copy of the Program(s) andare authorized to make copies of such Program(s) in accordance with the termsof the Base Agreement

 

b)             All payments are nonrefundable. Upon theexpiration or termination of this Transaction Document, Lawson may distributeany paid and undistributed licenses described in Section 4d for anadditional 18 months under the Terms of this Agreement.

 

c)              The license granted to you is a “RestrictedLicense” for the Program(s) listed above which means the Programs may only beused in conjunction with the Value-Added Components.  For example, components of the Program can beused to build a portal to enable personalized views of the Value-AddedComponents through the portal user interface. However, the Program can not be used to build or run custom-builtportlets that do not include data or actions from the Value-Added Components.

 

d)             ISV entitlement anduse of the WAS ND (D5ALTLL) Program is limited to the J2EE application serverand web services content in a single application server deployment environment.Lawson programming model extensions are not restricted.  Use of the clustering, high availabilityservices and programming model extensions are restricted.

 

e)              The WebSphere Portal components of thePrograms are licensed under the terms of the IBM WebSphere Portal - Express forMultiplatforms Processor License Option. However, IBM will provide the mediafor the IBM WebSphere Portal Enable for Multiplatforms (D50TTLL) in order toprovide broader platform support and the most current WebSphere ApplicationServer version support.

 

5

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f)                In addition to the restrictions on the Programthrough the IBM WebSphere Portal - Express for Multiplatforms Processor LicenseOption, the following components/capabilities are embedded in the IBM WebSpherePortal Enable for Multiplatforms (D50TTLL) Program but are not licensed as partof this Agreement:  Personalization Rules Engine,Personalization Recommendation Engine, Web Content Management, and WebSphereTranslation Server.

 

g)             IBMwill provide training and access to IBM future technology as agreed to in theMaster Relationship Agreement between the parties.

 

h)             IBMwill allow you and your Certified Business Partners and other contractorslocated within the Territory to perform your obligations in connection with thedevelopment, testing, marketing, distribution and support of the Solution underthe terms and conditions of this Agreement.

 

i)                 Inthe event that Lawson merges with or acquires the capital stock or assets of another entity, Lawson may at its optioninclude that entity’s products under this Agreement under terms to benegotiated in good faith between the parties.

 

j)                 No CPUrestrictions (other than on DB2 and RAD). Limited to one CPU for RAD, and limited to four DB2.

 

k)              **i** You agree that you will distribute the Blue Stack ina version of the Solution by no later than ***. It is the intention of theparties that this Solution will include the Next Lawson Foundation Technologywith the complete IBM Blue Stack embedded in it, and Lawson will make allreasonable efforts to distribute this version of the Solution by this date.However, the parties acknowledge that if Lawson is unable to distribute theNext Lawson Foundation Technology by ***, (1) it may distribute a LawsonFoundation Technology , which will include at least the Short Stack and (2) Lawsonwill make all reasonable efforts to distribute Next Lawson FoundationTechnology with the complete IBM Blue Stack embedded in it as soon asreasonably practicable thereafter.

 

**ii** You agree that you will distribute the complete IBMBlue Stack in the Next Lawson Foundation Technology and in all subsequentreleases of the Lawson Foundation Technology during the term of this Agreement.

 

l)                 Lawson will distribute only the OptimizedPrograms in the IBM Blue Stack. As of the execution of this agreement, theValue-Added-Components are Optimized to the Short Stack. Upon Optimization of the Value-Add-Components with additional Programs,Lawson will add such Optimized Programs to the IBM Blue Stack and distribute inthe Solution. For Customers who receive the Short Stack, Lawson will receivethe right to sublicense the remaining Blue Stack Programs ***, once thosePrograms are part of the Solution.

 

m)           Lawson will provide the following monthly reportby the 10th workday after the end of the month. This report isseparate of the financial quarterly reporting. This reporting is used for upsell by IBM.  You shall report Customer Name, location,Lawson sales rep name, and the Customer type (New or Existing). The Lawson repwill work with IBM on introductions as more fully described in Section 7dbelow.

 

n)             No additional fees will be due for Lawson’sinternal use of the Programs to provide Marketing, including, training, demonstration,and support for the solution.

 

o)             Once the initial royalty for the Blue Stack orShort Stack is paid to IBM no additional royalty fees will be due IBM forLawson or Customers use in development, test, Q&A, evaluation, hotsite/cold site disaster recovery, backup, archival, staging or training for theSolution.

 

p)             This TransactionDocument 2 replaces Transaction Document 1, as amended, and closes allobligations of fees that would be owed under it.

 

q)             You must notify yourCustomers that RAD includes third party code that can only be used in supportof RAD and which is subject to the third party’s license included in the readme file shipped with RAD.

 

r)                The Territory withthis Transaction Document shall be worldwide except were prohibited by law.

 

**7.  Adoption of the Blue Stack.**

a)              Lawson will requireall New Customers to license the Solution starting no later than ***.

 

b)             ***

 

c)              ***

 

6

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d)             Starting with theexecution of this Transaction Document, Lawson agrees to report to IBM on amonthly basis each Customer distribution that includes the IBM Blue Stack orShort Stack in the prior month and agrees to provide introductions, except whenasked by customer not to make introductions, between the appropriate IBM repand customer contact should there be a request. Report will include CustomerName, contact name, email, phone, address, special instructions if any andLawson products distributed.

 

e)              Lawson agrees toco-develop Rules of Engagement including a sales engagement model to beshared by Lawson and IBM Sales.

 

f)                As part of the salesengagement model, Lawson will participate in regular joint pipeline calls withIBM by geography, to discuss sales opportunities that will or may use theSolution.

 

g)             Starting with theexecution of this Transaction Document, Lawson will produce and continue toenhance a documented technical roadmap that outlines their existing productadoption commitments, and to share it with IBM, and when reasonably appropriateprospects and IBM customers under NDA. IBM will not communicate this technicalroadmap directly with any Lawson Customers or prospects or Lawson competitors.

 

h)             Starting with theexecution of this Transaction Document, Lawson and IBM will work together toidentify, encourage and support key early adopters among the Existing Customersto provide early references of the Solution.

 

**8.Word definitions.**

For purposes of thisTransaction Document, the following definitions apply:

 

a)              “Existing Customer” shall mean a Lawson clientthat has contracted to receive software from Lawson prior to the effective dateof this Transaction Document.

 

b)             “New Customer” shall mean any customer that isnot an Existing Customer and which licenses the Solution.

 

c)              “Solution” shall meanthe offering that is created when (i) Lawson’s Value-Added Components areOptimized with all components of the IBM Blue Stack, and (ii) theOptimized Lawson Value-Added Components are made generally available by Lawson.

 

d)             Term “IBM Blue Stack”is a group of programs. The Blue Stack is Includes these 6 products. D5ALTTL,D50TTLL, D533ILL, D521NLL, D51NDLL, D54N4LL. The IBM Blue Stack also includesall updates , versions, releases and other enhancements made available by IBMduring the term.

 

e)              “Lawson FoundationTechnology” is Lawson’s software used as the common middleware infrastructurethat supports Lawson’s business applications.

 

f)                The “Next LawsonFoundation Technology” is the next major release of the Lawson FoundationTechnology after the release that first included the Short Stack.

 

g)             Short Stack” is apartial IBM Blue Stack that includes the following IBM Programs: DB2, WAS andTivoli Directory Server (D5ATLL,D533ILL,D51DLL).

 

**9.Contract Coordinators:**
| ** ** | ** ** | **For IBM:**                           | ** ** | **For you:**                |
|------------|------------|----------------------------------------|------------|-----------------------------|
| Name       |       | Joyce Beeman                           |       | VP Alliances                |
| Company    |       | IBM  Corporation                       |       | Lawson  Software, Inc. |
| Address    |       | 11400 Burnet  Rd Internal Zip 0411E034 |       | 380 St.  Peter Street       |
| City, ST   |       | Austin, TX  78758                      |       | St. Paul, MN  55102         |
| Telephone: |       | 1-877-572-9251                         |       | 651-767-7000                |
| Fax:       |       | 417-781-0030                           |       | 651-767-5336                |
| E-Mail:    |       | joycebee@us.ibm.com                    |       | steven.borsch@lawson.com    |

 

7

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**IBM OEM Registration Form**

 

*Please provide all requestedinformation in order to be registered or to update your information.*

 

The Primary Contact must complete andsubmit to the IBM account representative this registration form at the time ofcontract signing. Failure to do so may result in delay in registeringmaintenance authorization.

 

**For each contact information boxbelow, please complete all details. By completing this form and providing uswith information on behalf of other individuals in your organization, youcertify that you have confirmed that they agree to your providing their data onthe form.**

 

**Primary Contact (required):**IBM will consider****thecontact you designate in this information box to be the primary contact. Allcorrespondence, other than correspondence related to maintenance renewals, willbe sent to the attention of the Primary Contact. If the Primary Contact is theonly contact specified, IBM may consider the Primary Contact to be the solecontact for all purposes. **(No Post Office Boxes,please)**

 
| Company  Name: Lawson Software, Inc.                    |
|--------------------------------------------------------------|
| Contact Name: David Gagne                                    |
| Street Address: 380 St. Peter Street                         |
| City:State/Province:ZIP Code/Postal  Code: St Paul, MN 55102 |
| Country: USA                                                 |
| Telephone/Ext.:Fax: 651-767-7000                             |
| E-mail Address: davidgagne@lawson.com                        |
| IBM Customer Number: 5079378                                 |

 

**Software Maintenance MediaShipping Contact***(if different from Primary Contact above*):

Note: You are eligibleto receive one set of media for Programs covered by such maintenance whenPrograms are revised and become commercially available. Program upgrade mediawill be shipped to the contact at the address indicated below. Maintenancecoverage must be active in order for the upgrade(s) to be shipped. **Please note: A Post Office Box is not a valid ship-to address.**

 
| Company Name: Lawson                       |
|--------------------------------------------|
| Contact Name: Kathleen Springfield         |
| Street Address: Same as above              |
| City:State/Province:ZIP Code/Postal  Code: |
| Country                                    |
| Telephone/Ext.:Fax:                        |
| E-mail Address:                            |
| IBM Customer Number: 5079378               |

 

8

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**Maintenance Renewal Contact***(if different from PrimaryContact above):* The contact you designate in this information box isthe person responsible for assisting with maintenance renewals.

 
| Company Name:                              |
|--------------------------------------------|
| Contact Name:                              |
| Street Address:                            |
| City:State/Province:ZIP Code/Postal  Code: |
| Country                                    |
| Telephone/Ext.:Fax:                        |
| E-mail Address:                            |
| IBM Customer Number:                       |

 

**Site Technical Contact** (*if different from PrimaryContact above):* The Site Technical Contact specified below isresponsible for overall support compliance, maintaining the authorized callerlist, and coordinating distribution of the technical support access informationto the authorized callers of this site.

 
| Company Name.                              |
|--------------------------------------------|
| Contact Name:                              |
| Street Address:                            |
| City:State/Province:ZIP Code/Postal  Code: |
| Country                                    |
| Telephone/Ext.:Fax:                        |
| E-mail Address:                            |
| IBM Customer Number:                       |

 

**Billing Contact***(if different from PrimaryContact above)*: The contact you designate in this information box isthe person you want to receive, where applicable, billing communications.

 
| Company Name:Name required here as well.   |
|--------------------------------------------|
| Contact Name:                              |
| Street Address:                            |
| City:State/Province:ZIP Code/Postal  Code: |
| Country                                    |
| Telephone/Ext.:Fax:                        |
| E-mail Address:                            |
| IBM Customer Number:                       |

 

9

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