**Exhibit 10.2****INDEMNIFICATION AGREEMENT**          THIS INDEMNIFICATION AGREEMENT (“Agreement”) is entered into as of January 24, 2006(the “Effective Date”), among Activant Solutions Holdings Inc., a Delaware corporationformerly known as Cooperative Computing Holdings Company, Inc. (“ASHI”), Activant SolutionsInc., a Delaware corporation formerly known as Cooperative Computing, Inc. (“ASI” and,together with ASHI, the “Indemnitors”), and Kathleen Cunningham (“Indemnitee”).RECITALS     A. Highly competent and experienced persons are becoming more reluctant to serve corporationsas directors, executive officers or in other capacities unless they are provided with adequateprotection through insurance and adequate indemnification against inordinate risks of claims andactions against them arising out of their service to and activities on behalf of the corporation.     B. The Board of Directors of each of the Indemnitors has determined that the inability toattract and retain such persons would be detrimental to the best interests of the Indemnitors andtheir respective subsidiaries (collective, the “Company”).     C. The Board has also determined that it is reasonable, prudent and necessary for the Companycontractually to obligate itself to indemnify such persons to the fullest extent permitted byapplicable law so that they will serve or continue to serve the Company free from undue concernthat they will not be so indemnified.          In consideration of the foregoing and the mutual covenants herein contained, and other goodand valuable consideration, the sufficiency and receipt of which are hereby acknowledged, theparties hereby agree as follows:ARTICLE IINDEMNIFICATION     Section 1.1 General. The Indemnitors shall indemnify, and advance expenses to,Indemnitee, to the fullest extent provided in their respective Certificates of Incorporation, asthe same is in effect on the date hereof and, subject to Section 1.2, as the same may be amended ormodified from time to time.     Section 1.2 Non-Exclusivity. The rights of Indemnitee to receive indemnification andadvancement of expenses under this agreement shall not be deemed exclusive of any other rights towhich Indemnitee may at any time be entitled under applicable law, the Bylaws of either ASHI orASI, or any other agreement, vote of stockholders or a resolution of directors, or otherwise.Except as required by law, neither Indemnitor shall, without the prior written consent ofIndemnitee, adopt any amendment to their respective Certificates of Incorporation which would havethe effect of adversely affecting Indemnitee’s rights to indemnification set forth herein.
 

 
**Exhibit 10.2**     Section 1.3 Duration of Agreement. This Agreement shall continue for so long asIndemnitee serves as a director or officer of the Company or, at the request of the Company, as adirector or officer of another corporation, partnership, joint venture, trust, employee benefitplan or other enterprise, and thereafter shall survive until and terminate upon the latest to occurof (a) the expiration of six (6) years after the latest date that Indemnitee shall have ceased toserve in any such capacity; (b) the final termination of all pending proceedings in respect ofwhich Indemnitee is granted rights of indemnification or advancement of expenses hereunder; or (c)the expiration of all statutes of limitation applicable to possible claims arising out ofIndemnitee’s status as an officer or director of the Company or of any other corporation,partnership, joint venture, trust, employee benefit plan or other enterprise which such Indemniteeis or was serving at the request of the Company.     Section 1.4 Notice by Each Party. Indemnitee shall promptly notify the Indemnitors inwriting upon being served with any summons, citation, subpoena, complaint, indictment, informationor other document or communication relating to any claim which Indemnitee may be entitled toindemnification or advancement of expenses hereunder; provided, however, that any failure ofIndemnitee to so notify the Indemnitors shall not adversely affect Indemnitee’s rights under thisAgreement except to the extent the Company shall have been materially prejudiced as a direct resultof such failure.ARTICLE IIMISCELLANEOUS     Section 2.1 Enforcement. The Indemnitors agree that its execution of this Agreementshall constitute a stipulation by which it shall be irrevocably bound in any court or arbitrationin which a proceeding by Indemnitee for enforcement of his rights hereunder shall have beencommenced, continued or appealed, that its obligations set forth in this Agreement are unique andspecial, and that failure of any Indemnitor to comply with the provisions of this Agreement willcause irreparable and irremediable injury to Indemnitee, for which a remedy at law will beinadequate. As a result, in addition to any other right or remedy he may have at law or in equitywith respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatoryrelief directing specific performance by the Indemnitors of their respective obligations under thisAgreement.     Section 2.2 Successors and Assigns. All of the terms and provisions of this Agreementshall be binding upon, shall inure to the benefit of and shall be enforceable by the parties heretoand their respective successors, assigns, heirs, executors, administrators, legal representatives.In the event any Indemnitor or any of their respective successors or assigns (a) consolidates ormerges into any other person and shall not be the continuing or surviving corporation or entity ofsuch consolidation or merger or (b) transfers all or substantially all of its properties and assetsto any person, then in each such case, proper provision shall be made so that the successors andassigns
 

 
**Exhibit 10.2**of the applicable Indemnitor shall assume the obligations set forth herein; provided, however, thatin the event ASI engages in a transaction of the type described in clauses (a) or (b) of thissentence pursuant to which ASHI is not acquired in such transaction, then ASHI shall be releasedfrom its obligations hereunder effective upon the assumption of the obligations set forth herein byASI’s successors and assigns pursuant to this sentence.     Section 2.3 Amendment. This Agreement may not be modified or amended except by awritten instrument executed by or on behalf of the parties hereto.     Section 2.4 Waivers. The observance of any term of this Agreement may be waived(either generally or in a particular instance and either retroactively or prospectively) by theparty entitled to enforce such term only by a writing signed by the party against which such waiveris to be asserted. Unless otherwise expressly provided herein, no delay on the part of any partyhereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, norshall any waiver on the part of any party hereto of any right, power or privilege hereunder operateas a waiver of any other right, power or privilege hereunder nor shall any single or partialexercise of any right, power or privilege hereunder preclude any other or further exercise thereofor the exercise of any other right, power or privilege hereunder.;     Section 2.5 Entire Agreement. This Agreement and the documents expressly referred toherein constitute the entire agreement between the parties hereto with respect to the matterscovered hereby, and any other prior or contemporaneous or oral or written understandings oragreements with respect to the matters covered hereby are expressly superseded by this Agreement.     Section 2.6 Severability. If any provision of this Agreement (including any provisionwithin a single section, paragraph or sentence) or the application of such provision to any personor circumstance, shall be judicially declared to be invalid, unenforceable or void, such decisionwill not have the effect of invalidating or voiding the remainder of this Agreement or affect theapplication of such provision to other persons or circumstances, it being the intent and agreementof the parties that this Agreement shall be deemed amended by modifying such provision to theextent necessary to render it valid, legal and enforceable while preserving its intent, or if suchmodification is not possible, by substituting therefore another provision that is valid, legal andenforceable and that achieves the same objective. Any such finding of invalidity or enforceabilityshall not prevent the enforcement of such provision in any other jurisdiction to the maximum extentpermitted by applicable law.     Section 2.7 Notice. All notices and other communications hereunder shall be inwriting and shall be deemed given upon (a) transmitter’s confirmation of a receipt of a facsimiletransmission, (b) confirmed delivery of a standard overnight courier or when delivered by hand or(c) the expiration of five business days after the date mailed by certified or registered mail(return receipt requested), postage prepaid, to the parties at the following addresses (or at suchother addresses for a party as shall be specified by like notice):
 

 
**Exhibit 10.2**If to any Indemnitor, to:c/o Activant Solutions Inc.