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Exhibit 10.13.1


AMENDMENT NO. 1
To the Employment Agreement Dated January 15, 1999
By and Between Ronald F. Woestemeyer &
PROS Revenue Management, L.P. (Successor in Interest to PROS Strategic Solutions,  Inc.)

This is Amendment No. 1 (the "Amendment") to the above referenced Employment Agreement, and shall be effective this 2nd day of February, 2004.

1.0    Amendment to Section 3(a) of Employment Agreement.    The second sentence of paragraph 3(a) shall be amended and the revised section 3(a) shall now read as follows:

2.0    Effect on the Employment Agreement.    Except as specifically amended hereby, the Employment Agreement and all other documents executed in connection therewith, shall remain in full force and effect and are hereby ratified and confirmed.

        EXECUTED in Houston, Texas, this 2nd day of February 2004.

    Employee

 

 

/s/ Ronald F. Woestemeyer

Ronald F. Woestemeyer

 

 

PROS Revenue Management, L.P.
(Successor in Interest to PROS Strategic Solutions, Inc.)

 

 

/s/ Charlie Murphy

Charlie Murphy
Executive Vice President & C.F.O.



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AMENDMENT NO. 1 To the Employment Agreement Dated January 15, 1999 By and Between Ronald F. Woestemeyer & PROS Revenue Management, L.P. (Successor in Interest to PROS Strategic Solutions, Inc.)