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                                                                    Exhibit 10.5


                     Amendment dated February 10, 2000 to
  the Agreement between the Company and Kurt Mueller, dated December 31, 1998



Kurt Mueller
Stuberstrasse 11A
80638 Munchen
GERMANY

Dear Mr. Mueller:

You have resigned from the Board of Directors of Dataware Technologies, Inc.
effective February 8, 2000.  This letter confirms the amendments to the
Agreement dated December 31, 1998 between Dataware Technologies, Inc. and
yourself, Kurt Mueller, to which we have agreed in connection with your
resignation.  Except as amended hereby, the Agreement will continue in force.

1.  We confirm that your outstanding stock options under Dataware's Equity
    Incentive Plan (the "Plan") will not terminate as a result of your
    resignation as a director but will remain exercisable until the respective
    expiration dates provided therein. Notwithstanding your resignation, subject
    to Section 3(d):

     (a)  to the extent they are not already exercisable, all such options will
          continue to become exercisable on the dates set forth in the
          respective options; provided that no option will become exercisable as
          to any additional shares following your death; and

     (b)  to the extent not already provided, vesting of such options will be
          accelerated, such that all such stock options shall become exercisable
          in full, upon a "change of control" of Dataware, as defined in the
          Plan.

2.  Your outstanding stock options under the Plan are also hereby amended to
    provide that they, or any portion thereof, may be exercised on a "net
    exercise" basis in lieu of paying the exercise price in cash. You (or your
    transferee) must provide the Company with notice of such election, stating
    the portion of the option to be exercised, in which event the Company will
    issue the number of shares of common stock computed using the following
    formula:

     X =  Y * (A-B)
          ---------
              A

     Where:   X = the number of shares of common stock to be issued by Dataware;
              Y = the number of shares of common stock otherwise issuable upon
                  exercise of this option or a portion thereof
              A = the fair market value (defined as the closing price per share
                  on the last trading date prior to the date of exercise) of one
                  share of the common stock at the date of exercise
              B = the exercise price per share of the option
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3.  Your outstanding stock options under the Plan are also hereby amended to
    provide that you may sell or transfer any or all of your then-vested options
    in one or more transactions to a single third party, subject to the
    following conditions:

          (a)  in the opinion of counsel acceptable in form and substance to
               counsel to the Company, such sale or transfer is exempt from the
               registration requirements of the Securities Act of 1933 and any
               applicable state securities laws;

          (b)  the buyer/transferee shall have no right to sell, transfer,
               assign or otherwise dispose of any of such options, by operation
               of law or otherwise, except by exercising them in accordance with
               their terms;

          (c)  the buyer/transferee shall execute such documents as Dataware may
               require to (i) support the opinion referred to in subsection 3(a)
               above, (ii) evidence his or her understanding that the resale of
               the shares issued on exercise of the options will be restricted
               to the extent required by applicable securities laws; and (iii)
               evidence his or her agreement to be bound by the terms hereof and
               of the Equity Incentive Plan; and

          (d)  Subsections 1(a) and (b) shall not apply to any options following
               their sale or transfer (so that no unvested options that have
               been transferred shall thereafter become exercisable).

     Any attempted sale or other transfer not complying with the foregoing shall
     be void.

4.  Dataware is willing to agree to the foregoing in consideration of the
    following agreements by you: You agree that you shall cooperate fully with
    Dataware in the defense or prosecution of any claims or actions now pending
    or that may be brought in the future against or on behalf of Dataware that
    relate to events transpiring while you were employed by or a director of
    Dataware. Your cooperation shall include but not be limited to being
    available to meet with counsel to prepare for discovery or trial and to act
    as a witness on behalf of Dataware. You also shall cooperate fully with
    Dataware in connection with any investigation or review by any governmental
    authority relating to events transpiring while you were employed or a
    director of by Dataware. The amount of time that you shall be required to be
    personally present in the United States for the foregoing activities on
    behalf of Dataware shall not exceed 24 days between now and March 1, 2002.
    Dataware will reimburse you for any reasonable out-of-pocket expenses you
    incur in connection with performing these obligations, in accordance with
    its normal reimbursement policy.

Since this is a binding legal document, you should consider it carefully before
signing.  You should consult with an attorney if you wish to do so.  If you wish
to accept the above amendment as set out in this letter please sign the enclosed
copy of this letter and return it to me.

Sincerely,

/s/ David Mahoney

David Mahoney
President and Chief Executive Officer

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I have read the foregoing terms, fully understand them and freely accept them.

/s/ Kurt Mueller                        2/10/00
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Kurt Mueller                            Date

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