Amendment To Loan Doc. Re Copyright & Provisions

EXHIBIT 10.35


Greyrock Business Credit A NationsBank Company


Amendment to Loan Documents


Borrower: Marcam Corporation Address: 95 Wells Avenue
Newton, Massachusetts 02159


Date: December 16, 1996


THIS AMENDMENT ("Amendment") is entered into as of the above date between GREYROCK BUSINESS CREDIT, a Division of NationsCredit Commercial Corporation (formerly Greyrock Capital Group Inc.) ("GBC"), whose address is 10880 Wilshire Blvd. Suite 950, Los Angeles, CA 90024 and the borrower named above ("Borrower") with respect to the Loan and Security Agreement between GBC and Borrower, dated August 29, 1995 (as amended, the "Loan Agreement"). (This Amendment, the Loan Agreement, any prior written amendments to said agreements signed by GBC and the Borrower, and all other written documents and agreements between GBC and the Borrower are referred to herein collectively as the "Loan Documents". Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Loan Agreement.)


The parties agree to amend the Loan Agreement as follows, effective on the date hereof:


1. Copyright Registration Section 7.1 of the Schedule to the Loan Agreement, which presently reads as follows:


"7.1 Copyright Registrations. Within 30 days after the date hereof,
Borrower shall cause appropriate copyright registrations to be filed with
the United States Copyright Office with respect to its Prism software and
its rights as licensee to Mapics software, and shall cause Mapics, Inc. to
cause appropriate copyright registrations to be filed with the United
States Copyright Office with respect to its Mapics software, and Borrower
shall provide copies thereof to GBC toget ...