Amd. #1 To International Distributor Agreement

EXHIBIT 10.1


AMENDMENT NO. 1
---------------
TO
INTERNATIONAL DISTRIBUTOR AGREEMENT
BETWEEN
STERLING COMMERCE INTERNATIONAL, INC.
AND
STERLING SOFTWARE INTERNATIONAL, INC.


THIS AMENDMENT NO. 1 (this "Amendment") is made and entered into as of January 31, 1997, by and between Sterling Commerce B.V., a private limited liability company organized and existing under the laws of The Netherlands ("SCII"), and Sterling Software International, Inc., a Delaware corporation ("Distributor"). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Agreement (as hereinafter defined).


WHEREAS, Sterling Commerce International, Inc., a Delaware corporation ("SC International"), was an original party to the Agreement;


WHEREAS, effective January 1, 1997, SC International assigned all of its rights and obligations under the Agreement to SCII, a wholly owned subsidiary of SCI; and


WHEREAS, SCII and Distributor desire to clarify and/or correct certain provisions under the Agreement;


NOW, THEREFORE, effective as of the date hereof, the International Distributor Agreement, dated as of March 4, 1996, between SC International and Distributor (together with all exhibits and schedules thereto, the "Agreement"), is hereby amended as follows:


1. References in the Agreement to SCII shall mean and refer to Sterling Commerce B.V., a private limited liability company organized and existing under the laws of The Netherlands.


2. The first "WHEREAS" clause of the Agreement is deleted in its entirety and replaced with the following:


WHEREAS, Sterling Commerce (Mid America), Inc. ("ISG"), a subsidiary of
SCI, and the Communications Software Group ("CSG"), an operating group of
SCI (ISG and CSG, collectively the "SCI Companies"), market, license,
install, maintain and support certain computer software products, including
the Products (as defined below);


3. Section 1.a.: The first sentence of Section l.a. is deleted and
------------ replaced with the following:


Except as otherwise provided in Section 1.d., SCII hereby grants to
Distributor, and Distributor hereby accepts from SCII, the exclusive right
to market, sublicense, install, maintain and support the Products within
the Territory, either directly and/or through such wholly owned
subsidiaries of SSW (collectively, "SSW Subdistributors") and unaffiliated
third parties (collectively, "Third-Party Subdistributors" and, together
with SSW Subdistributors, "Subdistributors") as may be appointed by
Distributor in accordance with this Section 1.a.


4. Section 1.b.: Reference to "that SCII makes available to Distributor"
------------ in the second line of Section 1.b. is deleted and replaced with "that SCII makes available for third-party distribution within the Territory".


5. Section 1.c.: The first sentence of Section 1.c. is deleted and
------------ replaced with the following:


"Territory" means everywhere in the world except the United States of
America, its territories, Puerto Rico and Canada.


6. Section 1.d. The following Section 1.d. shall be inserted:
------------


d. Services. Distributor acknowledges that SCII markets and provides,
--------
and is not prohibited under this Agreement from marketing or
providing, directly or through third parties, Commerce Services (as
herein defined) to entities located in the Territory, and that
Distributor is not authorized to market or provide the Commerce
Services. Furthermore, Distributor acknowledges that specialized
software, such as the Enabling Software (as herein defined), is
required to enable and facilitate the use and provision of, and is an
integral part of, certain of the Commerce Services. Accordingly, and
notwithstanding anything in this Agreement to the contrary, SCII
specifically shall have the right within the Territory to directly or
indirectly market, sublicense, install, maintain and support:


(A) GENTRAN:Basic, GENTRAN:Director, GENTRAN: Integrator,
GENTRAN: SmartForms and any other similar PC software products
marketed under the GENTRAN tradename (collectively, the "Enabling
Software") the principal purpose of which is to enable or facilitate
SCII's servi ...