Exhibit 10.2

                          MODIFICATION TO
                 SETTLEMENT AND RELEASE AGREEMENT


     This   Modification  to  Settlement  and  Release   Agreement
("Modification Agreement") is made and entered into this  ___  day
of  ________,  2001  (the "Revised Effective Date"),  between  and
among  California  Software Corporation, a  corporation  organized
under  the  laws  of  the state of Nevada (the  "Company"),  Bruce
Acacio,  Carol  Conway,  and  NevWest  Securities  Corporation,  a
corporation  organized  under the laws  of  the  state  of  Nevada
including   its   officers,  directors,   employees   and   agents
("NevWest"),   on  the  one  hand  (collectively,  the   "Released
Parties"),  and certain of the subscribers (the "Subscribers")  to
the Company's Private Placement Memorandum dated February 14, 2000
(the "PPM").  All the above-described individuals and entities are
sometimes referred to herein as "the Parties."

                       W I T N E S S E T H:

     WHEREAS, this Modification Agreement is intended to modify  a
certain  Settlement  Agreement entitled  "Settlement  and  Release
Agreement" involving California Software Corporation and investors
participating as PPM investors ("the Subscribers")  in  a  private
placement conducted by the Company;

     WHEREAS,   the  Settlement  and  Release  Agreement   allowed
California  Software Corporation, the discretion to demand,  as  a
condition  precedent to consummation, acceptance by  participating
subscribers representing no less than ninety percent (90%) of  all
common  shares  sold  through the PPM  (the  "Required  Number  of
Subscribers")  on  a  date no later than  December  4,  2000  (the
"Effective  Date")  and whereas such condition precedent  was  not
satisfied;

     NOW, THEREFORE, in consideration of the Company's willingness
to  extend  the  time  period  allotted  to  the  Subscribers  for
acceptance  of  the  Settlement,  and  in  consideration  of   the
Company's   willingness  to  reduce  the  required   participation
precedent to consummation of the Settlement and Release Agreement,
the  Parties  hereby  agree to modify the Settlement  and  Release
Agreement as follows:

                        A G R E E M E N T:

I.    The  Parties  hereby mutually agree to amend  the  following
paragraphs of the Settlement and Release Agreement:

A.      Paragraph  Three  (3)  and  its  sub-paragraphs,  entitled
Conditions to Settlement shall now read as follows.  (The  use  of
italics  and  underlining  herein are for  clarification  purposes
only.)

     3.   Conditions  to  Settlement.  This  Settlement  Agreement
shall have no force or effect absent satisfaction of each and  all
of  the following conditions, which conditions are for the benefit
of  the Company and may be waived in writing in the Company's sole
and unfettered discretion:

     3.1.   Execution  of the Settlement Agreement by  Subscribers
representing  no  less than seventy percent (70%)  of  all  common
shares   sold   through   the  PPM  (the   "Required   Number   of
Subscribers"), all of which Subscribers shall participate  to  the
full  extent  of  the Subscriber's shareholdings in  the  Company,
whether those shares are held in the Subscriber's name, in  trust,
or in a related name or entity  (Those Subscribers who execute the
Settlement  Agreement and this Modification Agreement and  thereby
agree  to participate are referred to herein as the "Participating
Subscribers"); and

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     3.2.   Delivery  to  the  Company's representative,  Rutan  &
Tucker,  on  or before January 31, 2001, of Settlement  Agreements
and  Modification Agreements executed by all Subscribers  electing
to participate in the Settlement Agreement as modified.  (The date
of  such  delivery  shall be referred to  herein  as  the  Revised
Effective  Date.)  The Company and NevWest Securities  Corporation
shall  each  evidence  acceptance of the  Settlement  and  Release
Agreements and this Modification Agreement by due execution of the
Settlement  and Release Agreement and Modification  Agreement  and
shall   cause  to  be  delivered  to  each  of  the  participating
Subscribers   a   copy  of  the  Settlement  Agreement   and   the
Modification Agreement duly executed.

B.       Paragraph Five (5) and its sub-paragraphs, entitled  Cash
Compensation (5.1) and Securities Based Compensation  (5.2)  shall
now  read as follows.  (The use of italics and underlining  herein
are for clarification purposes only.)

     5.1.   Cash  Compensation. The Company shall  compensate  the
participating Subscribers in the form of cash on a pro-rata  basis
related  to  their investment participation in  the  PPM,  in  the
maximum  aggregate  amount of Two Million  Five  Hundred  Thousand
Dollars  ($2,500,000.00).   The  terms  of  such  monetary   based
compensation shall include:

     5.1.1.     A  maximum  aggregate amount of One  Million  Five
          Hundred  Thousand Dollars ($1,500,000.00) shall be  made
          available to Participating Subscribers within sixty (60)
          days  of  the Revised Effective Date or March 30,  2001,
          whichever  is  later.  The Company shall be  solely  and
          exclusively  responsible  for  such  payment  and  shall
          effectuate  such  payment  by paying  the  Participating
          Subscribers  56.5 cents ($0.565) for each share  of  the
          Company's  common  stock  purchased  through  the   PPM.
          Should all Subscribers execute the Settlement Agreement,
          this   amount   reflects   an   aggregate   payment   of
          approximately $1.5 million.

     5.1.2.    Within  sixty  (60) days of the  Revised  Effective
          Date  or  by  March  30, 2001, whichever  is  later,  by
          Promissory  Note,  a  maximum aggregate  amount  of  One
          Million  Dollars ($1,000,000.00) shall be made available
          to   Participating  Subscribers  by  the  Company.   The
          Company shall be solely and exclusively responsible  for
          such  payment  and  shall effectuate  such  payment  via
          Promissory  Note, which Promissory Note shall  take  the
          form  of the sample note attached as Exhibit "A" to  the
          Settlement  and  Release  Agreement.   This  Note  shall
          obligate   the   Company   to  pay   the   Participating
          Subscribers  36.5 cents ($0.365) for each share  of  the
          Company's stock obtained through the PPM within  thirty-
          six  (36)  months pursuant to the terms of a  Promissory
          Note  (the  "Promissory Note").  Should all  Subscribers
          execute  the Settlement Agreement, the aggregate payment
          to   be   made   under   the  Promissory   Note   totals
          approximately $1 million.

     5.2    Securities Based Compensation.

     5.2.1     Within  sixty  (60) days of the  Revised  Effective
          Date  or  by  March 30, 2001, whichever is later,  Bruce
          Acacio  and  Carol  Conway shall each  transfer  to  the
          Participating Subscribers, on a pro rata basis, based on
          the  number of shares purchased through the PPM  by  all
          Participating  Subscribers, up to  600,000  shares  (the
          "Acacio/Conway Shares") of their individual holdings  in
          the Company's common stock, or such lesser sum equal  to
          the percentage of all common shares sold through the PPM
          represented by the Participating Subscribers.   [By  way
          of   example,   should  the  Participating   Subscribers
          represent only 95% of the shares sold through  the  PPM,
          the  number  of shares each would transfer  would  total
          570,000 shares.]

     5.2.2     Within sixty (60) days of the Revised Effective Date
          or by March 30, 2001, whichever is later, NevWest shall
          transfer to the Participating Subscribers, on a pro rata
          basis, based on the number of shares purchased through the

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          PPM by all Participating Subscribers, up to 500,000 shares
          (the "NevWest Shares") of NevWest's holdings in the
          Company's common stock, or such lesser sum equal to the
          percentage of all common shares sold through the PPM
          represented by the Participating Subscribers.  [By way of
          example, should the Participating Subscribers represent
          only 95% of the shares sold through the PPM, the number
          of shares NevWest would transfer would total 475,000
          shares.]  NevWest shall be solely and exclusively
          responsible for transferring the shares referenced in
          this sub-paragraph.

II.   The  Settlement and Release Agreement referred to throughout
this  Modification Agreement is fully incorporated herein  in  its
entirety.  Any terms and/or provisions contained in  the  original
Settlement and Release Agreement which terms and/or provisions are
not  expressly modified or amended by this Modification Agreement,
remain  in  full  force  and effect.  This Modification  Agreement
together with the Settlement and Release Agreement constitute  one
Agreement, which Agreement is meant to be interpreted  in  such  a
manner  as  to  substitute the provisions and/or  terms  expressly
modified  hereby  for  their  counterparts  as  appearing  in  the
Settlement and Release Agreement.

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WHEREFORE, the parties hereto, having been duly authorized  to  do
so,  have caused this Modification Agreement to be executed as  of
the date first above written.


CALIFORNIA SOFTWARE CORPORATION


/s/ Bruce Acacio
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 By Bruce Acacio, its CEO

/s/ Carol Conway
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 By Carol Conway, its President



/s/ Bruce Acacio
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Bruce Acacio, personally and individually



/s/ Carol Conway
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Carol Conway, personally and individually



NEVWEST SECURITIES CORPORATION


/s/ Anthony M. Mello, III
--------------------------------------------------------
 By Anthony M. Mello, III, its authorized representative

/s/ Antony M. Santos
--------------------------------------------------------
 By Antony M. Santos, its authorized representative


SUBSCRIBER(S)


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Signature

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Printed Name

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Date

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