Exhibit
10.3(b)

     

    FIRST
ADDENDUM TO RESELLER

    SOFTWARE
LICENSE AND SUPPORT AGREEMENT

     

    This
First Addendum to Reseller Software License and Support Agreement (“Addendum”) is made
and entered into as of February 24, 2010 (the “Effective Date”), by
and between Rurbanc Data Services, Inc., an Ohio corporation having a mailing
address of 7622 State Route 66N, Defiance, Ohio 43512 (“RDSI”), and New Core
Holdings, Inc., a Florida corporation having a mailing address of 720 Gooseneck
Drive, Lititz, Pennsylvania 17543 (“NCHI”) (each a “Party” and
collectively the “Parties”) and is an
addendum to that certain Reseller Software and Support Agreement between the
Parties dated as of April 25, 2009 (the “Reseller Agreement”).
Capitalized terms, if not defined herein, shall have the meaning set forth in
the Reseller Agreement.

     

    WHEREAS, NCHI desires that
RDSI continue to promote the license and use of the Software, including the use
of the Software with other software developed or owned by third parties and
desires to authorize RDSI to take actions that will further the use of the
Software; and

     

    WHEREAS, RDSI has recently
paid NCHI an estimated, refundable, advance software licensing fee and a staff
expense reimbursement, as more fully described in RDSI’s letter to NCHI dated
February 1, 2010.

     

    NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Parties, NCHI and RDSI hereby agree as follows:

     

    NCHI
hereby grants to RDSI the nonexclusive, worldwide, noncancellable right and
license:  (i)  to use, copy, prepare derivative works of,
distribute, and perform or display publicly, modify and have modified the
Software and to distribute derivative works of same solely for the purpose of
creating application program interfaces (“API’s”) to allow the
use and integration of the Software with third party software, (ii) to license
Customers to use such API’s in connection with their use of the Software, (iii)
to authorize and sublicense third parties to exercise all of the foregoing
rights, and (iv) to provide such information, including but not limited to
Confidential Information, about the Software as may be reasonably necessary or
helpful in connection such sublicenses.  These rights and licenses
include the right to retain third parties to assist RDSI in the exercise of the
rights and licenses granted to RDSI.

     

    The
rights and licenses granted herein shall remain in effect until the Reseller
Agreement is terminated; provided however, that any rights granted to Customers
shall not terminate so long as they continue to rightfully use the Software; and
all sublicenses granted to third parties shall not terminate except in
accordance with the agreement granting such sublicense.

     

    NCHI
hereby acknowledges receipt of the payments and the terms for potential
repayment to RDSI as described in the February 1, 2010 letter.  NCHI
further agrees that the payment of the estimated advance software licensing fee
shall be first fully credited against any fees owing to NCHI under the Reseller
Agreement before further payments are made to NCHI thereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, NCHI and
RDSI cause this First Addendum to Reseller Software License and Support
Agreement to be executed, effective as of the Effective Date, by their duly
authorized representatives identified below.

     

    
      
        
          
            
              	
                      New
      Core Holdings, Inc.

                    	 	
                      Rurbanc
      Data Services, Inc.

                    
	
                      (“NCHI”)

                    	 	
                      (“RDSI”)

                    


            

          

        

      

    

    


    
      
        	
                By:

              	
                  /s/ John Aranowicz

              	 
      	
                By:

              	
                  /s/ Kenneth A.
  Joyce

              


      

    

    


    
      
        
          	
                  Name:

                	
                    John Aranowicz

                	 
      	
                  Name:

                	
                    Kenneth A.
  Joyce

                


        

      

    

    


    
      
        	
                Title:

              	
                  President and CEO

              	 
      	
                Title:

              	
                  Chairman and
  CEO