EXHIBIT 10-1
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                      AMENDED AND RESTATED PROMISSORY NOTE



$1,700,000                                                       April 26, 2001

         FOR VALUE RECEIVED, the undersigned, CommercialWare, Inc., a Delaware
corporation ("Borrower"), promises to pay to ASA International Ltd., a Delaware
corporation ("Payee"), or order, the principal amount of One Million Seven
Hundred Thousand Dollars ($1,700,000), plus interest thereon at a fixed rate
equal to 7.06% per annum up to but not including April 26, 2001, and 15.00% per
annum on and after April 26, 2001. Interest shall in all cases be calculated on
the basis of actual days elapsed and a 365 day year.

         This Note is an amendment and restatement of a promissory note dated
March 3, 1999 in the principal amount of One Million Seven Hundred Thousand
Dollars ($1,700,000) issued by Borrower to Payee (the "Original Note"). This
Note is issued in consideration for the surrender of the Original Note and other
good and valuable consideration related to the restructuring of certain
indebtedness of Borrower, the receipt and sufficiency of which are hereby
acknowledged.

         All outstanding principal and accrued interest hereunder shall be due
and payable on March 3, 2002 (the "Maturity Date").

         The principal amount of this Note (and resulting interest calculation)
is subject to adjustment pursuant to Sections 3.3 and 9.6 of that certain Asset
Purchase Agreement dated March 3, 1999 by and among Borrower and Payee (the
"Asset Purchase Agreement").

         In addition, Borrower promises to pay to Payee, or order, on the
Maturity Date, a restructuring fee of $289,929.64.

         Any payments, including any prepayments, received by Payee on account
of this Note prior to demand or acceleration shall be applied first, to any
costs, expenses or charges then owed Payee by Borrower, second, to accrued and
unpaid interest, and third, to the unpaid principal balance, in inverse order of
their maturities. Any payments so received after demand or acceleration shall be
applied in such manner as Payee may, in its sole discretion, determine.

         Payee, at its option, may declare the entire unpaid balance of this
Note and all accrued and unpaid interest thereon to be immediately due and
payable without demand, notice or protest (which are hereby waived) upon the
occurrence of any one or more of the following events (each, an "Event of
Default"): (a) the failure to pay principal of this Note within ten (10) days of
the due date; (b) the failure to pay interest on this Note within ten (10) days
of the due date; (c) the acceleration of any material portion of indebtedness of
Borrower from any lender other than Payee; (d) a proceeding being filed or
commenced against Borrower for dissolution or liquidation, or Borrower
voluntarily or involuntarily terminating or dissolving or being terminated or
dissolved; (e) insolvency of, the appointment of a custodian, trustee,
liquidator or receiver for any of the property of, or an assignment for the
benefit of creditors by, or the filing of a petition under bankruptcy,
insolvency or debtor's relief law by or against, Borrower (and in the case of
the filing of an involuntary petition against Borrower, if the proceeding
commenced by such filing is not dismissed within ninety (90) days of such
filing); (f) the entry of any judgment against Borrower that makes Borrower's

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ability to satisfy its obligations hereunder reasonably doubtful, which lien is
not discharged or judgment is not satisfied or appealed from (with execution or
similar process stayed) within thirty (30) days of its imposition or entry; (g)
a default under Section 5 of that certain Security Agreement dated March 3, 1999
by and between Borrower and Payee; (h) the sale of all or substantially all of
Borrower's business or assets, or the sale of capital stock by Borrower or the
merger of Borrower with another corporation that results in the shareholders of
Borrower on the date hereof owning less than fifty percent (50%) of the
outstanding capital stock of Borrower or the surviving company in a merger; (i)
the payment of any dividends by Borrower on its capital stock; or (j) or the
failure to cure any material breach of any obligation of Borrower to Payee
arising out of, or relating to, the Asset Purchase Agreement (and agreements
contemplated thereunder), within thirty (30) days after receiving notice of such
breach by Payee, subject to the rights of Borrower and Payee to demand
arbitration to determine the existence of such breach in the manner set forth in
said Asset Purchase Agreement.

         No delay or omission by Payee in exercising or enforcing any of Payee's
powers, rights, privileges or remedies hereunder shall operate as a waiver
thereof on that occasion or on any other occasion. No waiver of any default
hereunder shall operate as a waiver of any other default hereunder, nor as a
continuing waiver.

         Borrower will pay on demand all reasonable costs and expenses of
collection, including reasonable attorneys' fees incurred or paid by Payee in
enforcing this Note on default.

         Borrower hereby waives presentment, demand, notice and protest, and
also waives any delay on the part of Payee.

         This Note shall be binding upon Borrower and each endorser and
guarantor hereof and upon their respective successors and assigns, and shall
inure to the benefit of Payee and its successors, endorsees and assigns. This
Note may not be amended except by an instrument in writing signed by Borrower
and Payee.

         This Note is secured by a security agreement dated March 3, 1999 (the
"Security Agreement") granting Payee a security interest in certain assets of
Borrower. This Note is entitled to all the benefits of the Security Agreement
and specific reference is hereby made to same for all purposes.

         This Note shall be governed by and construed in accordance with the
laws of the state of New York.

                                      * * *

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         IN WITNESS WHEREOF, Borrower and Payee have caused this Amended and
Restated Promissory Note to be executed as of April 26, 2001.

                                         COMMERCIALWARE, INC.

                                         By: /s/Donny Askin
                                             -------------------------
                                             Donny Askin
                                             Chief Executive Officer


                                         Agreed and accepted:

                                         ASA INTERNATIONAL LTD.

                                         By: /s/Terrence C. McCarthy
                                             -------------------------
                                             Terrence C. McCarthy
                                             Vice President


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