Exhibit 10.1
 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
  Whereas
 Whereas
 Whereas,
 Now, Therefore
 Term of Employment
 Position
  provided




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provided
 Base Salary
 Bonus Opportunity 1 2
 Equity Arrangements




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3  Employee Benefits
 Benefits
 Life Insurance
 Business Expenses
 Termination
  (i)
    
    Base Salary through the date of termination of
employment;(ii)
    
    any Target Bonus earned, but unpaid, as of the
date of termination for the fiscal year immediately preceding the
fiscal year in which the termination occurs (the amount earned shall be
determined by the Company in good faith based on the achievement of the
relevant performance criteria for the entire applicable fiscal year);




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4 
 (iii)
    
    any quarterly bonus earned, but unpaid, as of
the date of termination for the fiscal quarter immediately preceding
the fiscal quarter in which the termination occurs (the amount earned
shall be determined by the Company in good faith based on the
achievement of the relevant performance criteria for the entire
applicable fiscal quarter);(iv)
    
    an amount representing any accrued but unused
vacation;(v)
    
    reimbursement for any unreimbursed business
expenses properly incurred by Executive in accordance with Company
policy on or prior to the date of Executives termination;
provided claims for such reimbursement (accompanied by
appropriate supporting documentation) are submitted to the Company
within 90 days following the date of Executives termination of
employment; and(vi)
    
    such Employee Benefits, if any, as to which
Executive may be entitled under the employee benefit plans of the
Company in accordance with their terms.
 Termination by the Company without Cause or Resignation by Executive for Good
Reason
   provided




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5     (ii)
    
    Notwithstanding the provisions of Sections
8(b)(i)(B)(1) and 8(b)(i)(B)(2), which provide that certain amounts
shall be payable within three (3) business days following the Release
Date, Executive and the Company agree that such amounts may be payable
at a later date to the extent required pursuant to the provisions of
Sections 8(f) and 12(f) of this Agreement.(iii)
    
    Except as set forth in this Section 8(b)(i),
following Executives termination of employment by the Company without
Cause (other than by reason of Executives death or Disability) or by
Executives resignation for Good Reason, Executive shall have no
further rights to any compensation or any other benefits under this
Agreement or other plans, programs or arrangements of the Company or
its affiliates.
 Termination by the Company for Cause, by Executives Resignation without Good Reason or
upon Executives Death or Disability




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6   Definitions
   th
 No Mitigation or Offset
 Section 4999




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7




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8   Board/Committee Resignation
 Non-Competition/Non-Solicit




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9




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10   Confidentiality; Intellectual Property
 Confidentiality
  provided




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11  provided
  Intellectual Property
 Exhibit A




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12    Exhibit B




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13   Governing Law; Jurisdiction
 Entire Agreement; Amendments ab initio.
 No Waiver
 Assignment ab initio
 Set Off




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14 Compliance with IRC Section 409A
 Successors; Binding Agreement
 Notice




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15  
  th
   Executive Representation
 Prior Agreements
 Cooperation
 Expenses
 Withholding Taxes
 Counterparts




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16  ACTIVANT GROUP INC.
    
    PERVEZ QURESHI/s/ Robert B. Henske
    
    /s/ Pervez QureshiBy:    Robert B. HenskeTitle: Chairman




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EXHIBIT A
 WORKS




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EXHIBIT B
 California Labor Code Sections 2870, 2871 and 2872
 SECTION 2870
  (1)
    
    Relate at the time of conception or reduction to practice of the invention to the
employers business, or actual or demonstrably anticipated research or development of the
employer; or(2)
    
    Result from any work performed by the employee for the employer.
  SECTION 2871
  SECTION 2872