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EXHIBIT 10.1


[TEXTRON FINANCIAL LOGO]

     [GROWTH CAPITAL DIVISION LOGO]

                                               130 East Chestnut Street
                                               Columbus, OH 43215
                                               614.229.7979 Tel
                                               614.229.7980 Fax
January 22, 2003
                                               money@textronfinancial.com
                                               www.textronfinancialgrowth.com
ARI Network Services, Inc.
330 E. Kilbourn Avenue
Suite 200
Milwaukee, WI  53202

Attn: Brian Dearing

Re: Receivables Sale Agreement

Dear Brian:

ARI Network Services, Inc. ("Seller") and RFC Capital Corporation ('Purchaser")
entered into a Receivable Sale Agreement, dated September 28, 1999 ("the
Agreement"). Unless otherwise defined in this letter agreement, capitalized
terms used in this letter agreement shall have the same meaning ascribed to them
in the Agreement.

Unless the Agreement is sooner terminated as a result of an Event of Seller
Default or by notice from Seller, as provided in the Agreement, the Termination
Date of the Agreement is September 28th, 2002. However, in view of our ongoing
discussions regarding possible renewal of the Agreement, we have agreed to
extend the Termination Date. Accordingly, this letter agreement confirms our
mutual agreement to extend the Termination Date until April 24, 2003 (the
"Extension"), subject to each of the following terms and conditions:

    1.  Purchaser shall continue to purchase Receivables as provided in the
        Agreement between the date hereof and the Extension.

    2.  The Lockbox Account will continue to be maintained as provided in
        Section 2.4 of the Agreement until the earlier of (i) a date which is
        120 days following expiration of the Extension, or (ii) the date on
        which Purchaser has collected all amounts owing on Purchased Receivables
        and has otherwise received all amounts owing Purchaser under the
        Agreement.

    3.  Prior to expiration of the Extension, Purchaser will continue to
        administer the accounts as provided in Article V of the Agreement and,
        notwithstanding anything to the contrary in Section 5.4 of the
        Agreement, Purchaser shall have the right to continue to fund the Seller
        Credit Reserve Account from the Excess Collection Amount as provided in
        Section 5.3 (a)(iii) of the Agreement.

    4.  During the Extension, Seller and Purchaser shall have their respective
        rights and responsibilities described in Article VI of the Agreement.

    5.  Any attempt by the subordinated debenture holder to exercise any of its
        rights to foreclose or to accelerate the obligations of Seller under
        that certain debenture between Seller


The Growth Capital Division is a division of Textron Financial Corporation, a
subsidiary of Textron Inc.
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        and subordinated debenture holder, shall be deemed an Event of Seller
        Default under the Agreement.


    6.  In consideration of the Extension, Seller agrees to pay Purchaser and
        accommodation fee equal to 0.25% of the Purchase Commitment Fee in
        effect, which is fully earned and payable to Purchaser upon the
        execution of this letter agreement.

    Except as expressly set forth in this letter agreement, all terms, covenants
    and provisions of the Agreement are and shall remain in full force and
    effect without further modification or amendment. The terms of this letter
    agreement shall be deemed incorporated into, and made a part of, the
    Agreement.

    Seller represents and warrants that it has all of the requisite power and
    authority to execute this letter agreement and that, upon execution and
    delivery of this letter agreement, it will constitute the legal, valid and
    binding obligation of the Seller.


Please acknowledge your agreement to the foregoing by signing below and
returning an executed copy of this letter to my attention.

                             Sincerely,
                             /s/ Rick Perkins
                             Rick Perkins



Agreed and accepted this
22st day of January 2003

ARI Network Services, Inc.

By: /s/ Tim Sherlock
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