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                                                                   EXHIBIT 10.75



                            AMENDMENT TO NOTE SECURED
                            BY STOCK PLEDGE AGREEMENT



$3,500,000                                                      FEBRUARY 7, 2001
                                                              IRVINE, CALIFORNIA


This Amendment to Note Secured By Stock Pledge Agreement ("Amendment") is made
and entered into effective as of this 7th day of February 2001, by and between
Epicor Software Corporation ("Corporation") and L. George Klaus.


                                    RECITALS:

        WHEREAS, when George Klaus joined the Corporation in February 1996, he
purchased 2,000,000 shares of restricted common stock pursuant to two promissory
notes, a Note Secured By Stock Pledge Agreement and an Unsecured Note, each in
the amount of $3,500,000 (in the total aggregate principal amount of $7,000,000
(collectively, the "Notes")) due and payable to the Corporation as of February
7, 2001;

        WHEREAS the above-referenced Notes were originally drafted to accrue
interest at six percent (6%) per annum, compounded annually and were accruing
such interest until April 22, 1998 when the Corporation's Board of Directors
voted unanimously, with George Klaus abstaining, to waive the collection of all
accrued interest to date and any interest that may accrue in the future on the
Notes as long as they remain outstanding;

        WHEREAS, Mr. Klaus has not to date paid off any of the amount owing
under the Note Secured By Stock Pledge Agreement or the Unsecured Note; and

        WHEREAS, Mr. Klaus and the Corporation wish to amend the Note Secured By
Stock Pledge Agreement to extend the duration of the Note Secured By Stock
Pledge Agreement for up to two (2) years and in consideration for such
extension, reinstate the accrual of interest on the unpaid principle of such
Note Secured By Stock Pledge Agreement from February 7, 2001 and for as long as
the Note Secured By Stock Pledge Agreement remains outstanding and to further
provide for accelerated payment on the Note Secured By Stock Pledge Agreement in
the event certain conditions are met.

        NOW THEREFORE, in consideration of the above recitals and the mutual
covenants and conditions contained below, Corporation and Mr. Klaus agree to
amend the Note Secured By Stock Pledge Agreement as follows:

        1.  The duration of the Note Secured By Stock Pledge Agreement shall
            hereby be extended for a period of two (2) years up through and
            including February 7, 2003; provided however that if at any time
            during that two (2) year period, the closing bid price for the
            Corporation's publicly traded common stock equals six dollars ($6.00
            USD) or more for ten (10) consecutive trading days, the Note Secured
            By Stock Pledge Agreement shall immediately become due and payable
            along with any interest that has accrued to that date;



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        2.  From February 7, 2001, and for as long as the Note Secured By Stock
            Pledge Agreement remains outstanding, interest shall accrue on the
            unpaid principle balance of the Note Secured By Stock Pledge
            Agreement at a rate of six percent (6.0%) per annum, compounded
            annually and shall be payable by Mr. Klaus to the Corporation with
            the outstanding principal on the maturity date of the Note Secured
            By Stock Pledge Agreement; and

        3.  All other terms of the Note Secured By Stock Pledge Agreement not
            impacted or altered by this Amendment will remain in full force and
            effect. All terms not defined in this Amendment shall have the
            meanings ascribed to them in the Note Secured By Stock Pledge
            Agreement.

        IN WITNESS WHEREOF, the undersigned parties have executed this Amendment
effective as of the date first above written.



        EPICOR SOFTWARE CORPORATION             L. GEORGE KLAUS



        By: /s/ Lee Kim                         By: /s/ L. George Klaus
            _____________________________           ____________________________


        Its: Senior Vice President and
             Chief Financial Officer
             (Principal Financial and
             Accounting Officer)
             ____________________________