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                                                                   Exhibit 10.5C

                          COMPAQ/ALTIRIS CONFIDENTIAL
                               AMENDMENT NUMBER 1

                                       To

                       License and Distribution Agreement
                             Dated November 12, 1999
                                     Between
                                  ALTIRIS, INC.
                                       and
                        COMPAQ COMPUTER CORPORATION(PSI)

THIS AMENDMENT is effective as of April 20, 2000 by and between COMPAQ COMPUTER
CORPORATION (hereinafter referred to as "Compaq") and ALTIRIS, INC. (hereinafter
referred to as "Altiris"), (collectively hereinafter referred to as "the
Parties").

1. The License and Distribution Agreement between the Parties, dated November
12,1999 (the "Agreement"), is hereby amended to add a new Exhibit G, Consultant
Licensing for AX-CNSLT Altiris eXpress, to authorize personnel from Compaq
Customer Services and/or Compaq Authorized Service Partners to use certain
Altiris software to provide consulting services to Compaq customers.

2. Except as provided for herein, the Agreement shall in all other respects
remain unchanged and shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number 1 to be
executed in duplicate by their duly authorized representatives.

ALTIRIS, INC.                              COMPAQ COMPUTER CORPORATION

/s/ Rob Wellman                            /s/ Charles F. Bennett
Signature                                  Signature

Rob Wellman                                Charles F. Bennett
----------------------------------         -------------------------------------
Name (typed)                               Name (typed)

VP Strategic Alliance                      Vice President
----------------------------------         -------------------------------------
Title                                      Title

April 24, 2000                             April 25, 2000
----------------------------------         -------------------------------------
Date                                       Date


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(PSI) This Amendment bears the same title as Amendment Number 1 to License and
Distribution Agreement, dated November 12, 1999, between Altiris and Compaq,
dated August 11, 2000. Notwithstanding the identical titles, the two agreements
are separate and distinct.


                          COMPAQ/ALTIRIS CONFIDENTIAL

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                          COMPAQ/ALTIRIS CONFIDENTIAL

                                    EXHIBIT G

                Consultant Licensing for AX-CNSLT Altiris eXpress

I.   License Description and Usage Guidelines.

     a.   Type: Named Consultant License.

     b.   Specific Designator: AX-CNSLT Altiris eXpress Consultant License

     c.   Authorized Licensees. Compaq Customer Service employees in the Compaq
          Customer Services organization and employees of Compaq Authorized
          Service Partners, world-wide, are authorized recipients of licenses
          under this Exhibit to the Agreement. Other Compaq organizations can
          purchase this consultant tool upon approval of Altiris.

     d.   License Limitations. Each Altiris eXpress Consultant License is
          granted for unlimited use by a single, Compaq designated consultant or
          a Compaq Authorized Service Partner's consultant The license may not
          be transferred, sublicensed or shared among otherwise authorized
          consultants or with other persons.

     e.   Licensee Equipment Usage Guidelines.

          1)   The Altiris Console cannot be retained by customer; it must be
               removed from customer installation upon completion of
               deployment/migration unless the customer purchases a license.

          2)   The Altiris client agent may remain on PCs at the customer site
               in perpetuity once installed by the Consultant, but such PCs may
               not be subsequently managed by any Altiris console unless a
               license is purchased for each such PC.

II.  Maintenance. Maintenance for one year is included with the original
purchase order. The Altiris software maintenance plan is a one-year software
maintenance contract between Compaq and Altiris Inc. Maintenance includes
updates, upgrades, problem resolution and related items. Mandatory software
maintenance for years two and three is sold on a per unit basis; pricing is
included in the table below. Altiris grants Compaq the right to reproduce and
distribute any "Updates" or "Upgrades" of AX-CNSLT to individual Compaq Customer
Services consultants or Authorized Service Partners who have purchased
product/maintenance under this Agreement.

                          COMPAQ/ALTIRIS CONFIDENTIAL

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                          COMPAQ/ALTIRIS CONFIDENTIAL



IV.  [*]

III. [*]

Pricing for License includes one year's maintenance. Prices for following years
are Maintenance only charges.


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

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