Exhibit 10.1

                                  AMENDMENT
                         TO GLOBAL PURCHASE AGREEMENT


      This Amendment ("Amendment") dated as of December 20, 2001 ("Effective
 Date") is made by and between HSBC Holdings plc, 10 London Thames Street,
 London EC3R6AE, acting for and on behalf of all current and future
 subsidiaries, associated and managed companies of HSBC Holdings plc
 (collectively, "HSBC") and Uniview Softgen Corporation, 17300 N. Dallas
 Parkway, Suite 2050, Dallas, TX 75248, acting for and on behalf of all
 subsidiaries, associated and managed companies of Uniview Softgen
 Corporation  (collectively, "Uniview"), as successor in interest to SoftGen
 (defined below).

      WHEREAS, the parties hereto desire that this Amendment amend the Global
 Purchase Agreement dated October 26, 1999 by and between HSBC and SoftGen
 International, Inc. ("SoftGen"), as such may have been amended from time to
 time (collectively, "Agreement").

      NOW THEREFORE, for good and valuable consideration, the receipt of
 which is hereby acknowledged, and in consideration of the promises, mutual
 covenants and conditions contained herein, the parties hereto intending to
 be legally bound, agree as follows:


 1.   CONSTRUCTION

      In the event that the provisions of this Amendment and the Agreement
 are inconsistent or conflicting, then the provisions of this Amendment shall
 control.  All capitalized terms not otherwise defined herein shall have the
 same meanings assigned thereto in the Agreement.  Except as modified herein,
 the Agreement shall remain in full force and effect.  The Agreement, as
 amended by this Amendment, shall be referred to herein as the "Amended
 Agreement".


 2.   DEFINITIONS

      2.1. Definitions.   As used herein, the following terms shall have the
           following meanings:

      (a)  "Derivative Works" means (i) any and all software applications,
           software products, APIs, interfaces, work product, services,
           Improvements, modifications, additions, alterations, enhancements,
           new versions, translations, adaptations, materials and
           documentation, in any medium, format or form whatsoever that is
           derived in any manner, directly or indirectly, from the Licensed
           Software, or any part or aspect thereof; (ii) any and all
           "derivative works" (as defined in Title 17, United States Code,
           S101 et. Seq., as amended) of the Licensed Software; and (iii) any
           and all materials and documentation related to each of the
           foregoing.

      (b)  "Documentation" means any and all of the materials prepared
           by or for Uniview for use in connection with the Licensed
           Software, including user and technical manuals and operation
           guides, whether in printed, electronic or other form, as such
           materials may be updated from time to time.

      (c)  "Improvements" means any and all ideas, designs, concepts, know-
           how, technology and discoveries, whether or not patented.

      (d)  "Intellectual Property Rights" means any and all rights and
           registrations (including all renewals and extensions thereof)
           existing from time to time under patent law, copyright law, trade-
           secret law, trademark law, moral rights law, unfair competition
           law, or similar rights in the United States of America and
           elsewhere throughout the world.

      (e)  "Licensed Software" means the object code and Source code of the
           software listed on Exhibit A attached hereto and made a part
           hereof.

      (f)  "Uniview Personnel" means any and all (i) full-time, part-time
           and/or temporary employees of Uniview, (ii) independent
           contractors, consultants and/or agents performing services for or
           on behalf of Uniview, (iii) any other person performing services
           at any time for or on behalf of Uniview.

      (g)  "Source Code" means both machine readable and human readable
           copies of the Licensed Software consisting of instructions to be
           executed upon a computer in the language used by its programmers
           (i.e., prior to compilation or assembly) in a form in which the
           program logic of the software is deducible by a human being, fully
           commented, and including but not limited to (i) all related flow
           diagrams, specifications (including interface specifications),
           (ii) all Documentation, manuals and other materials which Uniview
           possesses or has access to, and (iii) all compilers, software
           tools, and third-party software which Uniview may provide to HSBC
           without paying anything in excess of a nominal fee, which are
           necessary or useful to allow HSBC to properly effect modifications
           and support for the Licensed Software.


 3.   LICENSE GRANT

      3.1. License Grant. Uniview hereby grants, and HSBC hereby accepts, a
           worldwide, perpetual, irrevocable, non-exclusive, non-transferable
           (except as described in the Agreement), royalty-free, fully paid-
           up license to use, execute, display, perform, modify, create
           Derivative Works of, and internally distribute and reproduce the
           Licensed Software in any medium in accordance with the terms of
           the Amended Agreement.

      3.2. Scope of License.   HSBC may (i) use the Licensed Software
           enterprise-wide at any site in any country where HSBC operates;
           (ii) use the Licensed Software on all equipment, workstations and
           networks of HSBC; (iii) use the Licensed Software on any computer
           or platform (without regard to processing power) on which Uniview
           offers the Licensed Software; (iv) install and operate the
           Licensed Software; (v) maintain and backup the Licensed Software
           and establish and maintain a disaster recovery site in accordance
           with HSBC's policies therefor; (vi) integrate the Licensed
           Software with other software, interfaces, networks and pipelines
           used by HSBC as of the Effective Date hereof or in the future; and
           (vii) authorize a third party contractor, consultant, outsourcer,
           vendor or agent of HSBC to perform any of the foregoing on behalf
           of HSBC, provided that such third parties agree to be bound by
           confidentiality obligations substantially similar to those set
           forth in the Amended Agreement.  There are no limits or
           restrictions on the number or identity of individuals who are
           assigned as users, the number or location of servers or
           workstations, and/or HSBC's ability to assign, de-assign, change,
           add or substitute, as the case may be, users, servers,
           workstations and/or locations.  Any of the actions in the
           preceding sentence may be taken by HSBC at any time without notice
           to Uniview.  HSBC may reverse-engineer all or any portion of the
           Licensed Software.  Notwithstanding anything to the contrary
           contained in the Amended Agreement, HSBC's use of the Licensed
           Software (including HSBC Derivative Works) shall be limited to its
           own internal use and shall not include any transfer of the
           Licensed Software (including HSBC Derivative Works) or any part
           thereof to any party outside of HSBC.

      3.3. Copies.   In addition to its rights under the Agreement, HSBC
           shall have the right to make an unlimited number of copies of the
           Licensed Software, at no additional charge, for use, archival,
           testing, development, maintenance, backup, training, disaster
           recovery and any other business purposes.

      3.4. Perpetual License.  Notwithstanding anything to the contrary
           contained in the Agreement, and except as otherwise provided in
           this Amendment, it is specifically understood and agreed by
           Uniview that under no circumstances shall the license granted
           under this Amendment be impaired, revoked or restricted by Uniview
           in any manner or at any time, except if the license fee set forth
           in Section 5.2 below has not been paid in full by HSBC in
           accordance with this Amendment.  This Section 3.4 shall not,
           however, affect Uniview's right to seek other injunctive relief to
           prevent an initial or continuing material breach of the Amended
           Agreement, but not affecting HSBC's continuing use of the Licensed
           Software as contemplated by this Amendment.


 4.   DELIVERY OF LICENSED SOFTWARE AND VERIFICATION

      4.1. Delivery. Uniview shall deliver the Licensed Software to HSBC
           in CD-ROM and disk form, or such other format requested by
           HSBC, by January 7, 2001 ("Delivery Date") in accordance with
           the delivery instructions provided to Uniview by HSBC.  If at
           any time, including but not limited to, after HSBC makes the
           Final Payment (as defined below) to Uniview, it is discovered
           that any portion of the Licensed Software was not delivered
           to HSBC, HSBC shall so notify Uniview and Uniview shall
           promptly deliver such undelivered portion of the Licensed
           Software to HSBC.

      4.2. Verification.  From the Delivery Date to and including
           January 31, 2002 ("Verification Period"), HSBC shall have the
           right to verify that all of the Licensed Software required to
           be delivered hereunder has been delivered to HSBC
           ("Verification").  Uniview shall provide all reasonable
           assistance to HSBC in connection with such Verification,
           including but not limited to, delivery to HSBC of such
           indexes of the items of Licensed Software as may be
           reasonably requested by HSBC and assistance from Cameron
           Hurst or such other Uniview Personnel designated by HSBC at a
           location designated by HSBC for a period of time not to
           exceed fourteen (14) days.


 5.   INTELLECTUAL PROPERTY RIGHTS

      5.1. Ownership of Programs.   Subject to the other provisions of this
           Article 5, HSBC acknowledges and agrees that ownership of the
           object code and Source Code of (i) the Operating Programs and
           Further Operating Programs, (ii) the Licensed Software, and (iii)
           all Customized Software Developments, Further Customized Software
           Developments and Derivative Works developed by Uniview (x) prior
           to the Effective Date (whether created solely by Uniview or
           jointly with HSBC) and/or (y) without the assistance of HSBC after
           the Effective Date, shall remain with Uniview.

      5.2. Ownership and Assignment of Derivative Works.     Notwithstanding
           any provision to the contrary contained in the Agreement, Uniview
           acknowledges and agrees that all Derivative Works of the Licensed
           Software developed by or on behalf of HSBC (whether created solely
           by HSBC or jointly with Uniview Personnel) after the Effective
           Date (individually and collectively, "HSBC Derivative Works")
           shall be exclusively owned by HSBC Holdings plc, and all
           Intellectual Property Rights and other legal and equitable rights
           embodied therein or pertaining thereto, are and shall be the
           exclusive and confidential property of HSBC Holdings plc.  To the
           extent that any of the HSBC Derivative Works are not so
           considered, Uniview hereby irrevocably assigns, transfers,
           releases and conveys to HSBC Holdings plc in perpetuity, from the
           moment of creation, any and all of its right, title and interest
           in and to such HSBC Derivative Works, including all Intellectual
           Property Rights and other legal and equitable rights embodied
           therein or pertaining thereto, free and clear of any and all
           rights and claims by Uniview, the Uniview Personnel or any other
           third party, without further consideration or action of either
           party.

      5.3. Assignment by Uniview Personnel.        Uniview shall use its best
           efforts to cause any and all Uniview Personnel who participated in
           any way in the development of any of the HSBC Derivative Works to
           similarly irrevocably assign, transfer, release and convey to HSBC
           Holdings plc in perpetuity, from the moment of creation, all of
           their right, title and interest in and to such HSBC Derivative
           Works, including all Intellectual Property Rights and other legal
           and equitable rights embodied therein or pertaining thereto, free
           and clear of any and all rights and claims by the Uniview
           Personnel or any third party, without further consideration or
           action of either party or the Uniview Personnel.

      5.4. Moral Rights.       If Uniview or the persons included among the
           Uniview Personnel has any rights to such HSBC Derivative Works
           that cannot be assigned as described above, Uniview and each
           person included among the Uniview Personnel (by execution of
           appropriate documentation obtained by Uniview from such Uniview
           Personnel) unconditionally and irrevocably (i) waives the
           enforcement of such rights, and all claims and causes of action of
           any kind against HSBC with respect to such rights, and agrees, at
           HSBC's request and expense, to consent to join in any action to
           enforce such rights, or (ii) in the case where such rights cannot
           be assigned or waived, hereby grants to HSBC, during the term of
           such rights, an exclusive, perpetual, irrevocable, worldwide,
           intra-HSBC group transferable (but not otherwise transferable)and
           royalty-free license to use, execute, display, perform, modify,
           create Derivative Works of, and internally distribute and
           reproduce such HSBC Derivative Works in any medium.

      5.5. Assistance.    Uniview shall and shall use its best efforts to
           cause the Uniview Personnel to give to HSBC and any person
           designated by HSBC all reasonable assistance to effectuate the
           purposes of this Article 5, including executing all necessary
           documents to assist and/or to enable HSBC Holdings plc to perfect,
           preserve, register and/or record its rights in such HSBC
           Derivative Works as contemplated by this Article 5.


 6.   PAYMENT TERMS

      6.1. Fees Paid Under Agreement.    Uniview acknowledges and agrees that
           all license fees due for the Licensed Software previously licensed
           under the Agreement have been paid in full by HSBC save in respect
           of purchase orders dated or received by Uniview prior to the date
           of this Amended Agreement and listed on Exhibit C attached hereto
           and made a part hereof.

      6.2. One-Time License Fee.    The license fee for the Licensed Software
           licensed under this Amendment (and which was not previously
           licensed under the Agreement) is a one-time license fee of One
           Million Three Hundred Thousand Dollars (US$1,300,000).

      6.3. Payment.  HSBC shall pay to Uniview the license fee set forth in
           Section 6.2 above as follows: (a) Seventy (70%) Percent
           (US$910,000) upon execution of this Amendment by both parties and
           (b) Thirty (30%) Percent (US$390,000) ("Final Payment") at the
           earlier of (i) completion of Verification to HSBC's satisfaction
           (i.e. that the Verification has revealed that all of the Licensed
           Software has been fully delivered to HSBC) or (ii) upon the
           expiration of the Verification Period; provided, however, that the
           Verification reveals that all of the Licensed Software has been
           fully delivered to HSBC.  In the event that the Verification
           reveals that any portion of the Licensed Software has not been
           delivered to HSBC, HSBC shall so notify Uniview and Uniview shall
           promptly deliver such portion of the Licensed Software to HSBC.
           HSBC shall not be required to make the Final Payment to Uniview
           until such undelivered portion of the Licensed Software is
           delivered to HSBC.


 7.   PERSONNEL

      7.1. Hiring By HSBC.     Uniview acknowledges and agrees that HSBC may,
           at any time, directly or indirectly, solicit, offer employment,
           employ, or engage any of the Uniview personnel listed on Exhibit B
           attached hereto and made a part hereof ("Employees").  Uniview
           hereby unconditionally and irrevocably waives, and shall cause its
           affiliates, subsidiaries, divisions, and/or business units
           (individually and collectively, "Uniview Affiliates") to
           unconditionally and irrevocably waive, all claims and causes of
           action of any kind against HSBC for HSBC's taking any of the
           actions described in the preceding sentence

      7.2. Non-Solicitation.  Uniview agrees that in the event any of
           the Employees are employed or engaged to perform services by
           HSBC after the Effective Date, Uniview will not at any time
           within two (2) years after the Effective Date, directly or
           indirectly, solicit, offer employment, employ, or engage any
           of such Employees.


 8.   SOFTWARE MAINTENANCE

      8.1. Software Maintenance.    From the Effective Date to the earlier of
           (i) the date on which all of the Employees have either accepted or
           rejected employment offers from HSBC or (ii) 31st March, 2002
           ("Maintenance Termination Date"), Uniview shall continue to
           perform its Software Maintenance obligations under the Agreement,
           which for the sake of clarity shall cover all of the Licensed
           Software licensed under this Amendment.  After the Maintenance
           Termination Date, Uniview shall have no further obligation to
           perform Software Maintenance except as provided in the remainder
           of this Section.  HSBC acknowledges and agrees that in no event
           will HSBC be entitled to any refund of fees paid by HSBC to
           Uniview for Maintenance Services for the period following the
           Maintenance Termination Date.  In the event HSBC requires software
           maintenance and support services following the Maintenance
           Termination Date, HSBC shall so notify Uniview and Uniview shall
           promptly, but no later than fourteen (14) days after the request
           from HSBC, respond to HSBC in writing with a price quotation for
           the particular services requested, estimated time to complete the
           services, and any travel or other charges that HSBC will incur in
           connection with such services.  If HSBC accepts such written
           quote, HSBC shall sign the quote and such signed quote shall be an
           "Order" for such services.

      8.2. Other Services.     Notwithstanding Section 8.1 of this Amendment,
           Uniview shall continue to provide HSBC with any Technical
           Assistance, Project Management, software development and any other
           consultancy or professional services in accordance with the terms
           of the Agreement at the fees set forth in Schedule 4 attached to
           the Agreement, except as may otherwise be agreed by the parties in
           writing.


 9.   GENERAL

      9.1. Code.     The parties specifically agree that they and any
           trustee in bankruptcy shall abide by the terms of 11 United
           States Code, Section 365(n).

      9.2. Uniview hereby represents and warrants that prior to and upon
           the Effective Date of the Amendment: (i) Uniview is solvent;
           (ii) Uniview is adequately capitalized in light of its
           anticipated business operations; and (iii)Uniview is paying
           its debts as they become due (and currently has no reason to
           believe that it will cease being able to do so).

      9.3. Governing Law; Jurisdiction.  The Amended Agreement will
           be construed and enforced in accordance with the laws of the
           State of New York, without giving effect to principles of
           conflict of laws.  Any litigation arising out of or connected
           in any way with the Amended Agreement shall take place in a
           State or Federal court of competent jurisdiction in New York
           County, State of New York.  The parties hereby agree that the
           service of process or other papers upon either of them in
           accordance with law  at their respective addresses set forth
           herein shall be deemed good, proper and effective service and
           hereby expressly waive any defense based upon venue lack of
           personal jurisdiction or forum non conveniens.


      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
 duly executed by their authorized representatives as of the date set forth
 above.


 HSBC Holdings plc                  Uniview Softgen Corporation


 By: /s/ Alan Jebson                By: /s/ Patrick A. Custer
    ---------------------------         ---------------------------

 Name:   Alan Jebson                Name:  Patrick A. Custer

 Title:  Group IT Director          Title: Chief Executive Officer

 Date:   December 20, 2001          Date:  December 20, 2001


<PAGE>


                               EXHIBIT A

                          LICENSED SOFTWARE


 All object code and Source Code for the following:


 1. All Operating Programs, Customized Software Developments, Further
    Operating Programs and Further Customized Software Developments licensed
    by and/or developed for HSBC under the Agreement (excluding HSBC
    Derivative Works).


 2. The following software, including but not limited to, all Customized
    Software Developments, Further Customized Software Developments,
    application libraries and Derivative Works developed by or on behalf of
    Uniview relating to any of the following (excluding the HSBC Derivative
    Works):

      (a)  CIMPhony Server

      (b)  ADRM

      (c)  Transaction Server 1 and 2

      (d)  Campaign Manager

      (e)  CIMPhony Select

      (f)  CIMWeb

      (g)  Screen Pop

      (h)  ACD Status Display

      (i)  Total Call Experience

      (j)  GUI Desktop

      (k)  CIMPhony System Monitor

      (l)  CIMPhony Agent Manager

      (m)  CTI Toolbar

      (n)  Tickerstats

      (o)  MeridienLink Support

      (p)  MLOIA Server


 3. All Documentation relating to the foregoing

<PAGE>

                                  EXHIBIT B


                              UNIVIEW PERSONNEL


                     CTO, VP Operations, four engineers.


<PAGE>

                                      A

                                  EXHIBIT C


                           SECTION 6.1 UNPAID FEES


                                 $296,458.49