Amendment To Marketing & Development Agreement

EXHIBIT 10.2


Confidential


AMENDMENT TO
MARKETING AND DEVELOPMENT AGREEMENT
AND
STOCK PURCHASE AGREEMENT
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This amendment (the "Amendment") to the MARKETING AND DEVELOPMENT AGREEMENT (the "MDA") and the SECURITIES PURCHASE AGREEMENT (the "SPA"), each dated March 3, 2000 by and among Moviefone, Inc., a Delaware corporation, with offices at 335 Madison Avenue, 27th Floor, New York, NY 10017 (hereinafter referred to as "MF"), America Online, Inc., a Delaware Corporation with offices at 22000 AOL Way, Dulles, Virginia 20166 (hereinafter referred to as "AOL"), and Radiant Systems, Inc., a Georgia corporation, with principal offices at 3925 Brookside Parkway, Alpharetta, GA 30022 (hereinafter referred to as "RS"), is made and entered into as of March 19, 2001 (the "Amendment Effective Date"). MF, AOL and RS may be referred to individually as a "Party" and collectively as the "Parties".


Terms
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WHEREAS, MF, AOL and RS have previously entered into the MDA and the SPA. The Parties wish to amend the MDA and the SPA as described in this Amendment pursuant to Section 14.9 of the MDA and Section 5(a) of the SPA. Capitalized terms used but not defined herein shall be as defined in the MDA or the SPA.


NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MF, AOL and RS, intending to be legally bound, hereby agree as follows:


1. RS Subsidiary Investment. Sections 1.9, 1.21, 1.22 and 1.50 and Article
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5 of the MDA are hereby deleted in their entirety retroactive to the
Effective Date of the MDA, and each Party is hereby relieved of, and
released and discharged from, any obligations it has ever had under
Article 5 of the MDA. The Parties intend to investigate areas where POS
systems and online service businesses converge and in which they can
work together in the future, but neither Party shall be obligated to the
other with respect to such intention.


2. RS Covenant. If RS is in compliance in all material respects with the
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terms and conditions of the MDA and that certain Services Agreement by
and between MF and RS of even date herewith on the date that is eight
months after the Amendment Effective Date (the "RS Covenant Expiration
Date"), then on and after the RS Covenant Expiration Date, Section 4.9
of the MDA shall be deemed deleted in its entirety retroactive to the
Effective Date of the MDA and RS shall be relieved of, and released and
discharged from, any obligations it ever had under Section 4.9 of the
MDA. If as of the RS Covenant Expiration Date, MF shall have issued to
RS a written notice of breach


or nonperformance under the MDA or Services Agreement, then RS shall
have the right to cure such breach or nonperformance within sixty (60)
days of its receipt of such written notice and should RS cure such
breach or nonperformance, the Parties agree that the RS Covenant
Expiration Date shall be deemed the date on which such cure is effected.


3. Release. Each Party, effective upon the Amendment Effective Date, ...