Exhibit 10.5


IBM OEM
Software Agreement: 4905S10262


Amendment
03 to Transaction Document Number 02


This Amendment
(Amendment) to the IBM OEM Software Agreement and Transaction Document (TD)
specified above is entered into between International Business Machines Corp.
(IBM) and Lawson Software Americas, Inc. (you). This Amendment will remain in
effect until such TD terminates or expires. If there is a conflict, the terms
of this Amendment shall prevail over the terms of the TD. Except as modified
herein, all other terms of the TD remain in full force and effect.


Change Number 1:


Replace Section 1:


1.
Program(s) Prices: You will pay IBM the applicable amount identified below for
each IBM Blue Stack made up of the following Program(s) that you distribute,
and for each term of Maintenance Renewal/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

  
	
  D55V1LL

  	
   

  	
  IBM WebSphere MQ Value Unit License + Maintenance 12
  months

  
	
  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

  
	
  D58AELL

  	
   

  	
  IBM WebSphere Enterprise Service Bus Value Unit
  License + SW Ma 12 months

  
	
  ATZF3ZZ

  	
   

  	
  IBM OmniFind Edition *

  



 






* Note - See 6.y


	
  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

  
	
  E0256LL

  	
   

  	
  IBM WebSphere MQ Value Unit Annual SW MA Renewal

  
	
  D55V2LL

  	
   

  	
  IBM WebSphere MQ Value Unit SW MA reinstatement 12
  months

  
	
  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

  
	
  E02J3LL

  	
   

  	
  IBM WebSphere Enterprise Service Bus Value Unit
  Annual SW MA Renewal

  
	
  D58AFLL

  	
   

  	
  IBM WebSphere Enterprise Service Bus Value Unit SW
  MA Reinstatement 12 months

  



 






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


***Confidential
information is omitted from this exhibit and filed separately with the
Securities and Exchange Commission accompanied by a confidential treatment
request pursuant to Rule 24(b)-2.



 1
 









Pricing
and Minimum Guarantees:  


a.    Pricing:  The Royalty and Maintenance fees for each IBM
Blue Stack  is in the table below:


Lawson
Applications (known as S3) currently covered under TD02:


	
  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

  	
   

  	
  $

  	
  ***

  	
   

  



 


Former applications under Intentia (known as M3) added new to this
agreement:


	
  Customer Type

  	
   

  	
  One-Time Royalty*

  	
   

  	
  Annual Maintenance Fees

  	
   

  
	
  M3 Customer

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
								



 


	
  Customer Type

  	
   

  	
  Reinstatement Fees (one-time fee)

  	
   

  
	
  M3 Customer
  Maintenance Reinstatement

  	
   

  	
  $

  	
  ***

  	
   

  
					



 






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


** Includes the first year of Annual Maintenance Fees.


b.   Minimum Guarantee: This Section applies to the Lawson
applications, now known as Lawson S3 (the “Value-Add Components” as defined in
TD02), These Minimums do not apply to the former Intentia applications now
known as Lawson M3. The minimum amount you are guaranteed to pay IBM during the
three-year term of TD02 is $*** determined as follows and are unchanged by this
amendment:


1.  $*** of royalties for the license of
Solutions to *** New Customers (*** licenses per year);   and


2.   $*** of royalties for the license of
Solutions to *** Existing Customers.


c.   M3 payments - Lawson will report for Lawson M3, formerly
Intentia, customers sold. The reports will not be applied to the Minimum
Guaranteed above, for the Lawson M3 applications and there will be no minimum
guaranteed sales or payments to IBM with respect to M3, in Section b. Lawson
will report and supply a PO for the Lawson M3 applications separately from the
Lawson S3 applications above and be billed from IBM.


d.
Currently, Lawson has approximately *** installed Customers under TD02 for
which an incremental fee of $*** per Customer (representing the difference
between TD02 and Amendment 03 pricing for S3 Customers) shall be paid to IBM
from the current credit value (representing actual royalty payments paid by
Lawson under TD02 for Programs not yet licensed by Lawson). The total due is approximately $*** and will be reconciled by IBM in
April 2007.


***Confidential
information is omitted from this exhibit and filed separately with the
Securities and Exchange Commission accompanied by a confidential treatment
request pursuant to Rule 24(b)-2.


 



 2
 









Change 2:


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


	
  Vendor

  	
   

  	
  Application Description

  
	
  Lawson Software
  Americas, Inc.

  	
   

  	
  The Value-Add Components are the Lawson suite of
  products, including S3 and M3, 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.

  



 


Change 3:


4. Reporting and Purchase Order
Requirements: 


a)              You shall maintain complete and accurate
records indicating by Lawson fiscal quarter, (i) all IBM Blue Stack and Short
Stack distributions during such quarter by you; and (ii) all Maintenance,
Maintenance Renewal and Maintenance Reinstatement purchases made for IBM Blue
Stack during such quarter. For each such distribution, you shall report
Customer name, date sold, Customer Type (Existing or New), IBM Blue Stack
Programs and Value-Added Components licensed.


By the second-to-last workday
of the month after the end of each Lawson fiscal quarter, you agree to submit
to IBM a sales report, in the form below, which shall include the specific
distributions detailed in section 4a that backup the sales report by showing
the following:  The number of IBM Blue
Stacks, Short Stacks, Maintenance, and Maintenance Renewals/Reinstatement contracted-for
in the previous calendar quarter.   This
Sales report will be used as the purchase order for such distributions.


b)             IBM
shall invoice you the applicable fees as per Section 2 of this Amendment.  Payment is due within 30 days of receipt of a
correct invoice.


Form of Sales Report (“MA” =
Maintenance)


Lawson
S3 report


	
  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.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Lawson
M3 report


	
  Type

  	
   

  	
  Number of Blue Stacks

  	
   

  	
  Fees Due IBM

  	
   

  	
  Customer Transaction

  Date

  	
   

  
	
  M3 customer Lic.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M3 Customer MA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M3 Customer
  Reinstatement MA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


***Confidential
information is omitted from this exhibit and filed separately with the
Securities and Exchange Commission accompanied by a confidential treatment
request pursuant to Rule 24(b)-2.



 3
 









e)              The following Media Packs will be shipped for
the Programs listed in Section 1 that are not listed in TD02:


	
  Media Pack

  PN

  	
   

  	
  Media Pack Description

  
	
  BA0F8ML

  	
   

  	
  IBM WebSphere MQ for Multiplatforms Version 6.0.1
  media pack

  
	
  BA0LPML

  	
   

  	
  IBM WebSphere Enterprise Service Bus For
  Multiplatforms Version 6.0.2 Multilingual Media Pack

  



 


Change 4:


6. Miscellaneous Terms/Conditions


Sections
6(e) and 6(f) in TD02 are hereby deleted in their entirety.


Section
6 of TD02 is amended to now include the following:


6.s)  ISV entitlement and use of the WAS ND
(D5ALTLL) Program allows use of the J2EE application server and web services
content subject to the following restrictions: 
Deployment Manager is restricted to manage processes or JVM’s on a
single production machine. Workload management is restricted to a single
machine.  Use of the High Availability
Manager and use of clustering over more than one machine are restricted.


6.t)
ISV entitlement and use of the WebSphere ESB (D58AELL) is limited to a single
production machine deployment environment for use in connections (1) between
Lawson applications, and (2) between Lawson applications and Non-Lawson
applications in the Lawson applications and business process.  Use for connections between two Non-Lawson
applications is not permitted outside of the Lawson applications and business
processes.


6.u)
WebSphere ESB (D58AELL) may run on the same production machine or on a separate
production machine from the Lawson Applications.  Use of the WAS ND (D5ALTLL) Program in
WebSphere ESB is restricted to use defined in 6.s)


6.v)
ISV entitlement and use of the WebSphere MQ (D55V1LL) is limited to a single
production machine deployment environment for use in connections (1) between
Lawson applications, and (2) between Lawson applications and Non-Lawson
applications in the Lawson applications and business process.  Use for connections between two Non-Lawson
applications is not permitted outside of the Lawson applications and business
processes.   For all WebSphere MQ
interactions MQ must be directly connected to the WebSphere ESB.


6.w
The IBM OEM Software Agreement between IBM and Intentia Research and
Development AB (Agreement Number 129678-718434), will terminate effective April
1, 2007


6.x
Lawson intends to reduce  the price on
maintenance by ***% for up to *** LSF Customers that today pay less than $***
per year for Lawson maintenance. If Lawson does so, IBM will reduce the price
of MA on those accounts by ***% and the quarterly royalty reports will reflect
the reduction in MA due IBM.


6.y
IBM OmniFind Enterprise Edition can be used only in conjunction with Lawson
Landmark applications  and M3
applications for accessing the following supported data sources: DB2 for iSeries.


6.z
IBM plans in the future to include IBM Search function required by Lawson into
DB2 UDB Extenders and Lawson will be allowed to use that product at no
additional royalties.


***Confidential
information is omitted from this exhibit and filed separately with the
Securities and Exchange Commission accompanied by a confidential treatment
request pursuant to Rule 24(b)-2.



 4
 









Change 5:


8. Word definitions.


a) Lawson M3 applications
are the former Intentia applications that are now licensed by Lawson and its
Affiliates.


b) Lawson S3 applications
are the Value-Add Components described in TD02, Section 2 as executed by the
parties in 2006.


Change 6:


For
illustration purposes only, the following diagrams and descriptions are
non-exclusive integration usage examples.


Example
1: Consider the
following example Lawson business process between Lawson and non-Lawson
applications.





Diagram 1


A
Lawson order business process uses WebSphere ESB to facilitate a sequence of
interactions (1-4, below) between Lawson and non-Lawson applications.  A new order, Order #123, is initiated by
non-Lawson Application A, and interacts with Lawson to create a new business
process instance, Order Process #123, in Lawson (interaction 1).  Order Process #123 in Lawson then interacts
with non-Lawson Application B (interaction 2). 
In response to interaction 2, non-Lawson Application B interacts with
non-Lawson Application C (interaction 3). 
In response to interaction 3, non-Lawson Application C interacts with
Order Process #123 in Lawson (interaction 4).


Interaction
3, in the example above is permitted only when the interaction is associated
directly with the same business process instance in Lawson, in this case Order
Process #123.  Interaction 3 is not
permitted for any general interaction between non-Lawson Applications B and C
independent of a specific business process in Lawson.


***Confidential
information is omitted from this exhibit and filed separately with the
Securities and Exchange Commission accompanied by a confidential treatment
request pursuant to Rule 24(b)-2.



 5
 









Example
2:  Consider the following example business
process between Lawson and non-Lawson applications.





Diagram 2


An
order business process uses WebSphere ESB to facilitate a sequence of
interactions (1-3, below) between Lawson and non-Lawson applications.  A new order, Order #123, is initiated by
non-Lawson Application A, and interacts with non-Lawson Application B
(interaction 1).  In response to
interaction 1, non-Lawson Application B interacts with Lawson to create a new
order process instance, Order Process #123 (interaction 2).  Order Process #123 in Lawson then interacts
with non-Lawson Application C (interaction 3).


Interaction
1 in the example of an interaction outside of the Lawson business process, and
therefore is not permitted because it is not associated directly with an active
order business process in Lawson.  If
interaction 1 was removed from the scenario, interactions 2 and 3 would be
permitted.


Once signed and
completed, both parties agree any reproduction of this Amendment Number 03 to
Transaction Document 02 made by reliable means (for example, photocopy or
facsimile) is an original.


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective duly authorized representatives.


	
  ACCEPTED AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INTERNATIONAL
  BUSINESS

  	
   

  	
   

  
	
  MACHINES
  CORPORATION

  	
   

  	
  LAWSON SOFTWARE AMERICAS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: Joyce
  Beeman

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: Contracts
  Administrator

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IBM Address:

  	
   

  	
  Lawson Software Americas Inc. Address:

  
	
   

  	
   

  	
   

  
	
  11400 Burnet
  Road

  	
   

  	
  380 St. Paul Street

  
	
  Austin, TX 78758

  	
   

  	
  St. Paul, MN 55102

  
	
  Attn:

  	
  OEM Software Contracts

  	
   

  	
   

  
	
   

  	
  Internal Zip 0411E034

  	
   

  	
   

  
													



 


 


***Confidential
information is omitted from this exhibit and filed separately with the
Securities and Exchange Commission accompanied by a confidential treatment
request pursuant to Rule 24(b)-2.


 



 6