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                                                            Exhibit 10.3

                                  AMENDMENT 2

                                       TO

      OEM SOFTWARE LICENSING AND DISTRIBUTION AGREEMENT NO. OES-NOVA96001

                                    BETWEEN

                 AMDAHL CORPORATION AND NOVADIGM, INCORPORATED

This Amendment 2 ("Amendment 2") is hereby made a part of and incorporates the
terms of the OEM Software Licensing and Distribution Agreement No. OES-NOVA66001
between Amdahl and Novadigm ("Agreement") as of March 31, 1997 ("Effective
Date"). 

1.  In Section 2.9.2:

        Before the final punctuation, insert the following punctuation and
        words, "or (4) there is a Change in Control ("Change in Control" shall
        be deemed to have occurred if (i) there shall be consummated (a) any
        consolidation or merger of Novadigm in which Novadigm is not the
        continuing or surviving corporation, or pursuant to which shares of
        Novadigm's common stock would be converted into cash, securities or
        other property, other than a merger of Novadigm in which the holders of
        Novadigm's common stock immediately prior to the Merger have
        substantially the same proportionate ownership of common stock of the
        surviving corporation immediately after the merger, or (b) any sale,
        lease, exchange, or other transfer (in one transaction or a series of
        related transactions) of all or substantially all the assets of
        Novadigm, or (ii) the stockholders of Novadigm shall approve any plan
        or proposal for the liquidation or dissolution of Novadigm) of Novadigm
        and, if after a Change in Control of Novadigm, the entity which then
        controls the Licensed Programs falls to provide at least the same level
        and quality of support for the Licensed Programs as defined in
        paragraphs 2.4, 2.5, 2.6, 2.7 and 2.8 of the Agreement before the Change
        in Control of Novadigm."

2.  Insert new Section 13.9:

        "In the event there is a Change in Control of Novadigm and only if
        Amdahl notifies Novadigm no less than thirty (30) days in advance of the
        Change in Control of Novadigm of Amdahl's intent to terminate the
        Agreement as a result of the Change in Control of Novadigm, then Amdahl
        shall, at its sole option, have the right to recover any and all Prepaid
        Royalty credits outstanding as of the date of the Change in Control of
        Novadigm so long as the Prepaid Royalty credits being recovered were
        outstanding as of March 31, 1997."

3.  In Attachment IV, Section 1.2 delete the first sentence and insert the
    following: 

        "As of the Effective Date of Amendment 2, Amdahl exercises its option to
        renew for Year 3 of the Agreement by agreeing to pay Novadigm two
        million dollars ($2,000,000) in Licensed Program royalty revenues in the
        form of Prepaid Royalties in accordance with the Royalty Payment Dates
        Identified in Attachment IV, Section 1.5."

4.  In Attachment IV, Section 1.5 change the Amount in Year 3 to "$2 Million"
    and delete everything in Section 1.5 thereafter.
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5.  In Attachment IV insert a new Section 1.6 as follows:

        "Effective April 1, 1997, any balance of Prepaid Royalty credits
        outstanding as of April 1, 1997 will be debited by royalties due on
        future sublicenses for Licensed Programs by multiplying by [*]
        [*] the dollar amount of any royalties due Novadigm which would, under
        the Agreement or any existing Amendments to the Agreement, be used to
        calculate a debit to Prepaid Royalty credits. The remaining  [*]
        [*] of such royalties will be paid to Novadigm outside of the
        Prepaid Royalty credits and in accordance with the terms of the
        Agreement."

6.  In Attachment IV insert a new Section 1.7 as follows:

        "On March 31, 1998, the Year 4 Accrual Date, if Amdahl has not provided
        Novadigm a total of at least two million dollars ($2,000,000) of
        royalties (calculated by adding (i) all royalties paid to Novadigm for
        sublicenses executed within the twelve (12) month period ending March
        31, 1998 except for those royalties for sublicenses executed during the
        same twelve month period used to debit the Prepaid Royalty credits and
        (ii) new additions to Prepaid Royalty credits) for the twelve month
        period ending March 31, 1998, then Novadigm shall have the right to
        terminate the Agreement.

        On March 31, 1999, the Year 5 Accrual Date, if Amdahl has not provided
        Novadigm a total of at least three million dollars ($3,000,000) of
        royalties (calculated by adding (i) all royalties paid to Novadigm for
        sublicenses executed within the twelve (12) month period ending March
        31, 1999 except for those royalties for sublicenses executed during the
        same twelve month period used to debit the Prepaid Royalty credits and
        (ii) new additions to Prepaid Royalty credits) for the twelve month
        period ending March 31, 1999, then Novadigm shall have the right to
        terminate the Agreement.

        On March 31, 2000, the Year 6 Accrual Date, if Amdahl has not provided
        Novadigm a total of at least three million dollars ($3,000,000) of
        royalties (calculated by adding (i) all royalties paid to Novadigm for
        sublicenses executed within the twelve (12) month period ending March
        31, 2000 except for those royalties for sublicenses executed during the
        same twelve month period used to debit the Prepaid Royalty credits and
        (ii) new additions to Prepaid Royalty credits) for the twelve month
        period ending March 31, 2000, then Novadigm shall have the right to
        terminate the Agreement."

7.  Add to the end of Section 5.2.2:

        "For any Prepaid Royalty credits which remain unused at the end of the
        included Level 3 support period after April 1, 1997, Amdahl will pay to
        Novadigm an annual maintenance fee equal to 3.75% of the remaining
        Prepaid Royalty credits, for which such Level 3 Support has expired."

8.  Add to Attachment I:

        "5) Novadigm hereby grants to Amdahl, while the Agreement is in effect,
        a limited, nontransferable right to license, reproduce and sublicense
        solely to Sublicensees in the Customer Territory for Stand-alone EDM as
        defined in Attachment VII of the Agreement and grant the right to
        Amdahl's Distributors to reproduce and sublicense solely to Sublicensees
        in the Customer Territory for Stand-alone EDM as defined in 


[*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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                Attachment VII of the Agreement, for installation and use by
                such Sublicensees, Novadigm's "EDM for the Internet" if and when
                it is Generally Available to Novadigm's Direct Sales Channel."

9.      In Attachment IV, Section 3, after "Integrated Solutions Royalty Rate
        [*]" insert:

                " "EDM for the Internet" Royalty Rate [*]"

Amdahl acknowledges that Novadigm's "EDM for the Internet" is not currently
available, and agrees that the availability of such will not affect Amdahl's
payment obligation of $2,000,000 in Paragraphs 3 and 4 of this Amendment 2.

10.     In Attachment I, delete 2 (a) and replace in its entirety with
        new 2(a):

                "Amdahl will have the right to sublicense all EDM Applications
                and Adapters for all Licensed Programs for which Amdahl has
                sublicensing rights, if and when made Generally Available to
                Novadigm's Direct Sales Channels and subject to Section 5.2.1."

11.     In Amendment I to the Agreement, delete 7(a) in its entirety.

All other terms and conditions of the Agreement remain in effect.

For Amdahl Corporation                     For Novadigm Inc.
Accepted and agreed to by:                 Accepted and agreed to by:


/s/ MICHAEL CARABETTA                      /s/  ROBERT ANDERSON
-----------------------------------        -----------------------------------
Name:  Michael Carabetta                   Name:  Robert Anderson

Title: Vice President and General               Title: Executive Vice
       Manager                                         President & COO
       A + Software Group

Date:  3/31/97                             Date:  3/31/97


[*] CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.