EXHIBIT 10.2
Confidential
AMENDMENT TO
MARKETING AND DEVELOPMENT AGREEMENT
AND
STOCK PURCHASE AGREEMENT
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
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 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 i