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                                                                   Exhibit 10.5F

                           COMPAQ/ALTIRIS CONFIDENTIAL


                               AMENDMENT NUMBER 3

                                       TO

                       LICENSE AND DISTRIBUTION AGREEMENT

This Amendment Number 3 ("Amendment 3") to the License and Distribution
Agreement ("Agreement"), dated November 12, 1999, is entered into and is
effective as of the 1st day of December, 2001 ("Effective Date") by and between
Compaq Computer Corporation ("Compaq"), a Delaware corporation having its
principal place of business at 20555 S.H. 249, Houston, Texas 77070 and Altiris,
Inc. ("Altiris") a Utah corporation, having its principal place of business at
387 South 520 West, Lindon, Utah 84042 (Collectively "the Parties").

WHEREAS the Parties previously executed Amendment 1 to the Agreement with an
effective date of April 20, 2000; and

WHEREAS the Parties previously executed another Amendment 1 to the Agreement
with an effective date of August 11th, 2000; and

WHEREAS the Parties previously executed Amendment 2 to the Agreement with an
effective date of December 5, 2001; and

WHEREAS the Parties through this Amendment 3 now wish to further amend the
Agreement (as amended by the two previous amendments each called Amendment 1 and
by Amendment 2).

NOW THEREFORE, in consideration of the mutual covenants and promises in the
Agreement as amended previously and hereunder, and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the Parties hereto agree as follows:

     1. All terms defined or used in the Agreement (as previously amended) shall
have the same meaning in this Amendment 3.

     2. Section 1.4 (a) of the Agreement (as amended) is deleted in its entirety
and replaced with the following:

          "(a) Altiris eXpress - full product version (up to and including
     version 5.0 only) including software, documentation (printed and/or
     electronic), media and packaging."

     3. Section 1 of the Agreement is amended by adding the following new
definitions:

          " 1.13 Commercial Products. "Commercial Products" shall mean all
     commercial products and suites offered by Altiris for sale on its current
     price list (attached hereto as Exhibit H), and any future commercial
     products as mutually agreed between the parties

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                          COMPAQ/ALTIRIS CONFIDENTIAL



     1.14 Future Version(s). "Future Version(s)" shall mean future versions of
Commercial Products."

     4. Subsection 8.4 of the Agreement (as amended) is deleted in its entirety
and replaced with the following:

        "8.4 Support.

               (a)  Support Levels.

                    "Level 1 Support" shall mean the support mechanism,
                    including a call center, that receives calls from customers
                    relating to Licensed Software. Issues related to
                    availability, supported products, known issues, and common
                    usage are resolved at this level.

                    "Level 2 Support" shall mean the technical trouble shooting
                    and resolution of more complex issues that require a higher
                    level of support or focused support for difficult or
                    sensitive issues.

                    "Level 3 Support" shall mean engineering level support from
                    the programmers who maintain or develop the Licensed
                    Software or from other technical personnel having knowledge
                    and expertise concerning the Licensed Software. This support
                    happens outside the call center, although the call center
                    will continue to track customer cases to resolution.

               (b)  All Support, as defined in (a) above, shall be provided by
                    Altiris.

               (c)  Customer Advisories. After consultation with Altiris, Compaq
                    may, at its discretion, issue service and customer
                    advisories which identify potential customer issues and
                    Compaq's recommended course of action."


     5. Subsection 9.7 of the Agreement (as amended) is deleted in its entirety
and replaced with the following: [*]

     6. Section 3.6, 3.8, 3.10, 4.1, 5.4, 5.10, 8.4(c), and 8.4(e) of the
Agreement (as amended) shall apply to Commercial Products and Future Versions in
the same manner that they apply to Resale Products.

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     *This provision is the subject of a Confidential Treatment Request.

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                          COMPAQ/ALTIRIS CONFIDENTIAL


     7. Sections 5.10, 8.4, 10.1, 10.4, 12.1(a), 12.2, 12.3, 12.4, 13.3 (c), and
15.10 of the Agreement shall apply to the Commercial Products and Future
Versions in the same manner that they apply to Licensed Software.

     8. Subsection 2.4 of the Agreement (as amended) is deleted in its entirety
and replaced with the following:

               "2.4 Delivery and Acceptance of Commercial Products and Future
          Versions. Compaq acknowledges that each of the Commercial Products on
          Exhibit H are hereby accepted for resale by Compaq. In the event that
          Future Versions are offered for resale under this Agreement, each of
          the new Future Versions shall be subject to the following acceptance
          procedure. When Altiris believes that a Future Version is ready for
          acceptance testing, a copy thereof shall be delivered to Compaq.
          Compaq shall install the Future Version at its site for acceptance
          testing. The acceptance testing period will be 30 days, beginning on
          the date of delivery of the Future Version to Compaq. Compaq shall,
          without undue delay, test each Future Version to see that it (i)
          conforms with the specifications in the documentation provided with
          the software, and (ii) operates on any Compaq platform that is
          generally available by Compaq or that has been made generally
          available during a 36 month period preceding the date the Future
          Version is delivered to Compaq for testing ("Testing Criteria"). If
          the testing does not reveal any material noncompliance with the
          Testing Criteria, Compaq shall accept the Future Version and give
          notice to Altiris that such Future Version is accepted and ready for
          distribution by Compaq. Acceptance shall not be unreasonably withheld
          or delayed by Compaq. If the testing reveals that the Future Version
          does not conform in any material respect to the Testing Criteria, then
          Compaq may either accept it "as is" or reject it. If it is accepted
          "as is" Altiris will agree to consult with Compaq and make reasonable
          commercial efforts to revise it and submit it for retesting to Compaq
          in Altiris' normal course of business and in keeping with Altiris'
          product development timelines. [*] Compaq may forego testing any
          Future Version by giving Altiris written notice of Compaq's acceptance
          of such Future Version. Compaq will not make any use of a Future
          Version for any purpose other than testing as set forth above until
          after Compaq has accepted the Future Version. Compaq and its
          Subsidiaries shall not distribute or resell any Future Version until
          after acceptance."

     9. A new subsection 9.9 as follows is added: [*]

Except as set forth herein, all other provisions of the Agreement, as amended,
remain in full force and effect. In the event of any conflict between this
Amendment 3 and the original Agreement, as amended, this Amendment shall govern.

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     *This provision is the subject of a Confidential Treatment Request.

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                          COMPAQ/ALTIRIS CONFIDENTIAL


IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment by
their respective duly authorized representatives to be effective as of the
Effective Date.

COMPAQ COMPUTER CORPORATION                  ALTIRIS, INC.

By:/s/ Michael J. Larson                     By:/s/ Gregory S. Butterfield
   ------------------------------            -----------------------------------
Name:  Michael J. Larson                     Name:  Gregory S. Butterfield
Title: Senior V. P. and G. M. ABG            Title: Chief Executive Officer
       --------------------------                   ----------------------------



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                          COMPAQ/ALTIRIS CONFIDENTIAL



                                    EXHIBIT H
                                    ---------

Altiris eXpress Suites
        Client Mgmt Suite
        Problem Mgmt Suite
        Asset Mgmt Suite - IT Assets
        Asset Mgmt Suite - Fixed Assets

Altiris eXpress Solutions
        Deployment Solution - Clients
        Inventory Solution
        UNIX Inventory Solution
        UNIX SW Delivery Solution
        Helpdesk Solution
        Carbon Copy Solution

Altiris eXpress SMS Add-ons
        Mobile Client for SMS
        UNIX Client for SMS
        Web Admin for SMS
        Helpdesk for SMS

Altiris Enterprise Tools
        Compliance Toolkit
        PC Transplant Pro
        Notification Server
        Migration Toolkit
        Altiris Vision Corporate

Altiris Consumer Products
        Altiris Carbon Copy (Consumer)

Altiris Academic Products
        Deployment Solution - Clients (formerly LabExpert)
        Altiris Vision
        Inventory Solution
        Education Mgmt Suite
        Lab Mgmt Suite
        Altiris Vision

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