Second Amendment To Japan Joint Venture Agreement

EXHIBIT 10.20


SECOND AMENDMENT TO
JOINT VENTURE AGREEMENT


BY AND BETWEEN
TRANS COSMOS, INC.
AND
PRIMUS KNOWLEDGE SOLUTIONS, INC.


This Second Amendment to the Joint Venture Agreement ("Second Amendment") is made and entered into as of July 24, 2000 by and among Trans Cosmos, Inc., a Japanese corporation ("TCI") and Primus Knowledge Solutions, Inc. (formerly known as "Primus Communications Corporation"), a Washington corporation ("Primus").


RECITALS


1. Primus and TCI are parties to a certain Joint Venture Agreement ("JVA") dated November 16, 1995, and amended by the First Amendment to the Joint Venture Agreement dated September 25, 1997 (the "First Amendment").


2. Pursuant to the JVA, Primus and TCI established Primus Knowledge Solutions KK Japan (formerly known as "Primus Communications Corp. Japan), a Japanese corporation ("Primus KK").


3. Pursuant to the JVA, Primus and TCI entered into a mutual noncompetition agreement with respect to the business of Primus KK for the term of the JVA and a period of 2 years after the parties cease to be a shareholder of Primus KK.


4. Pursuant to the First Amendment, Best Career KK was added as a party to the JVA and was issued 500 shares of stock in Primus KK. Best's shares were subsequently transferred to TCI and, on or about April 20, 1998, the Board of Directors of Primus KK approved such transfer. The parties agree that as of the date of such transfer of Best's shares to TCI, Best shall no longer be deemed a party to the JVA and the provisions of the First Amendment regarding or relating to such transfer and the shareholder rights related thereto are no longer effective or binding.


5. The total outstanding stock of Primus KK is 700 shares as of the date of execution of this Second Amendment. The total authorized stock of Primus KK is 800 share ...