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EXHIBIT 10.3

[LETTERHEAD OF TEXTRON FINANCIAL]

May 27, 2003

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 June 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
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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
27th day of May 2003

ARI Network Services, Inc.

By: /s/ Tim Sherlock
   -----------------
Chief Financial Officer