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                                                                    EXHIBIT 10.2


                                 AMENDMENT NO. 1
                                 ---------------
                                       TO
                      INTERNATIONAL DISTRIBUTOR AGREEMENT
                                    BETWEEN
                     STERLING COMMERCE INTERNATIONAL, INC.
                                      AND
                     STERLING SOFTWARE INTERNATIONAL, INC.


     THIS AMENDMENT NO. 1 (this "Amendment") is made and entered into as of
January 31, 1997, by and between Sterling Commerce B.V., a private limited
liability company organized and existing under the laws of The Netherlands
("SCII"), and Sterling Software International, Inc., a Delaware corporation
("Distributor"). Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed to them in the Agreement (as hereinafter
defined).

     WHEREAS, Sterling Commerce International, Inc., a Delaware corporation
("SC International"), was an original party to the Agreement;

     WHEREAS, effective January 1, 1997, SC International assigned all of its
rights and obligations under the Agreement to SCII, a wholly owned subsidiary of
SCI; and

     WHEREAS, SCII and Distributor desire to clarify and/or correct certain
provisions under the Agreement;

     NOW, THEREFORE, effective as of the date hereof, the International
Distributor Agreement, dated as of March 4, 1996, between SC International and
Distributor (together with all exhibits and schedules thereto, the "Agreement"),
is hereby amended as follows:

     1.    References in the Agreement to SCII shall mean and refer to Sterling
Commerce B.V., a private limited liability company organized and existing under
the laws of The Netherlands.

     2.  The first "WHEREAS" clause of the Agreement is deleted in its entirety
and replaced with the following:

     WHEREAS, Sterling Commerce (Mid America), Inc. ("ISG"), a subsidiary of
     SCI, and the Communications Software Group ("CSG"), an operating group of
     SCI (ISG and CSG, collectively the "SCI Companies"), market, license,
     install, maintain and support certain computer software products, including
     the Products (as defined below);

     3.  Section 1.a.: The first sentence of Section l.a. is deleted and
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replaced with the following:

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     Except as otherwise provided in Section 1.d., SCII hereby grants to
     Distributor, and Distributor hereby accepts from SCII, the exclusive right
     to market, sublicense, install, maintain and support the Products within
     the Territory, either directly and/or through such wholly owned
     subsidiaries of SSW (collectively, "SSW Subdistributors") and unaffiliated
     third parties (collectively, "Third-Party Subdistributors" and, together
     with SSW Subdistributors, "Subdistributors") as may be appointed by
     Distributor in accordance with this Section 1.a.

     4.  Section 1.b.:  Reference to "that SCII makes available to Distributor"
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in the second line of Section 1.b. is deleted and replaced with "that SCII makes
available for third-party distribution within the Territory".

     5.  Section 1.c.:  The first sentence of Section 1.c. is deleted and
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replaced with the following:

     "Territory" means everywhere in the world except the United States of
     America, its territories, Puerto Rico and Canada.

     6.  Section 1.d.  The following Section 1.d. shall be inserted:
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     d.   Services.  Distributor acknowledges that SCII markets and provides,
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          and is not prohibited under this Agreement from marketing or
          providing, directly or through third parties, Commerce Services (as
          herein defined) to entities located in the Territory, and that
          Distributor is not authorized to market or provide the Commerce
          Services.  Furthermore, Distributor acknowledges that specialized
          software, such as the Enabling Software (as herein defined), is
          required to enable and facilitate the use and provision of, and is an
          integral part of, certain of the Commerce Services.  Accordingly, and
          notwithstanding anything in this Agreement to the contrary, SCII
          specifically shall have the right within the Territory to directly or
          indirectly market, sublicense, install, maintain and support:

               (A) GENTRAN:Basic, GENTRAN:Director, GENTRAN: Integrator,
          GENTRAN: SmartForms and any other similar PC software products
          marketed under the GENTRAN tradename (collectively, the "Enabling
          Software") the principal purpose of which is to enable or facilitate
          SCII's service offerings, marketed under the COMMERCE tradename,
          including without limitation COMMERCE:Network, COMMERCE:Exchange and
          other substantially similar service offerings (all such services
          collectively, "Commerce Services"); provided that the Enabling
          Software is marketed in the Territory by SCII and/or its
          subdistributors only in connection with the Commerce Services; and

               (B) Products that are a component of, integrated with, embedded
          in or provided as an add-on to COMMERCE:Exchange or any substantially
          similar service offering of SCII or its subdistributors (collectively,
          "Exchange 

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          Components"). Distributor shall not be entitled to any payment
          hereunder with respect to Exchange Components and shall not market or
          sublicense Products as Exchange Components to licensees of Commerce
          Exchange or substantially similar service offerings ("Exchange
          Customers"). Notwithstanding the foregoing provisions of this clause
          (B), if Distributor or any Subdistributor independently brings to
          SCII's attention a potential purchaser of Exchange Components not
          theretofore known to SCII (or its subdistributors or affiliates),
          Distributor or such Subdistributor shall be entitled to a royalty from
          SCII for those Products (I) actually delivered to and licensed by such
          purchaser, and (II) with respect to which Distributor or such
          Subdistributor would have had full right to market and sublicense if
          not a component of, embedded in or provided as an add-on to
          COMMERCE:Exchange or any substantially similar service offering of
          SCII or its subdistributors (the "Exchange Offerings"). The amount of
          such royalty for any such referral shall be fifty percent (50%) of the
          relative value attributable to such Exchange Components within the
          particular Exchange Offering. In determining such value, consideration
          will be given to the relative functionality and significance of the
          different pieces of software contained in such Exchange Offering
          (including such Exchange Components), the relative list prices of such
          software and overall discounts, if any. The parties shall cooperate
          and work in good faith in making such determinations.

          In order to avoid interfering with SCII's Commerce Services business,
          neither Distributor nor any Subdistributor shall market or sublicense
          Enabling Software to the following persons or entities:

               (i)  A person or entity that is a party to or an express third-
                    party beneficiary under an agreement for the provision of
                    Commerce Services; or

              (ii) A person or entity that is a subdistributor or remarketer of
                   Commerce Services or a Prospect (as herein defined). A
                   Prospect shall be any person or entity that is in
                   discussions or negotiations with SCII (or an affiliate of
                   SCII) to become a subdistributor or remarketer of Commerce
                   Services, as identified in a written notice to Distributor.
                   From time to time, SCII shall provide Distributor with the
                   list of such subdistributors and remarketers and Prospects.

          Subject to the prohibitions set forth in clauses (i) and (ii) above,
          Distributor and its Subdistributors may market, sublicense, install,
          maintain and support Enabling Software within the Territory.  Without
          limiting the provisions above, in the event Distributor, an SSW
          Subdistributor or Third-Party Subdistributor sublicenses (x) Enabling
          Software to any of the persons or entities in clauses (i) or (ii)
          above or (y) Products as Exchange Components to Exchange Customers,
          the percentage royalty payable to SCII pursuant to Section 6 of this
          Agreement shall be 100% in the case of a sublicense by Distributor or
          an SSW Subdistributor, and 200%, in 

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          the case of a sublicense by a Third-Party Subdistributor. 

          SCII and Distributor and its Subdistributors acknowledge and agree
          that they will cooperate and communicate with one another in good
          faith and in a timely and responsive manner in order to promote full
          compliance with the provisions of this Section 1(d) and to avoid
          interfering with, and to in fact maximize, their respective marketing
          efforts within the Territory. Without limiting the generality of the
          preceding sentence, when SCII or Distributor (or any Subdistributor)
          is uncertain as to whether a prospective customer (whether end-user,
          reseller or otherwise) has a relationship that would be subject to the
          foregoing provisions of this Section 1(d), the party confronting such
          uncertainty shall make due inquiry of the other party hereunder in
          order to resolve such uncertainty as promptly as possible.

     7.  Section 2.e.: The fifth sentence of Section 2.e. is deleted and
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replaced with the following:

     Neither Distributor nor any Subdistributor will make any material
     modification or amendment to the Product Use Contract without SCII's prior
     written approval, such approval to be given on a case-by-case basis and not
     to be unreasonably withheld. For purposes of this Agreement, and without
     limiting the foregoing, any modification or amendment that has the effect
     of modifying the provisions of Sections 2 (Grant and Use of Software), 3
     (Title and Confidentiality,  5 (Warranty and Liability), and 7 (Services)
     of the Product Use Contract shall be deemed material.

     8.  Section 2.f.:  Reference to "then current maintenance agreements" in
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the first sentence of Section 2.f. shall be deleted and replaced with "under
then current Product Use Contracts."

     9.  Section 4.b.:  The first sentence of Section 4.b. is deleted and
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replaced with the following:

     SCII may accept or reject at its discretion any non-standard order or non-
     standard Product Use Contract that has been materially modified or amended
     without SCII's prior written consent as required under Section 2.e, subject
     to any written and binding commitment that SCII may hereafter make to
     Distributor outside of this Agreement.

     10.  Exhibit C: The third paragraph under the heading DISTRIBUTOR PROFILE
          ---------
is hereby deleted and replaced with the following:

     Future financials both with and, to the extent publicly available, without
     SCII Product representation;

     11.   Exhibit D: Exhibit D of the Agreement is hereby amended as follows:
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      (i) Paragraph 2.1: Paragraph 2.1 is deleted in its entirety and replaced
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          with the following:

          In consideration of the payment by Customer of the Product Use
          Charge(s) as provided for in this Contract and more specifically
          defined in the Schedule and subject to the terms and conditions set
          forth in this Contract, Licensor hereby grants to Customer a personal,
          non-transferable and non-exclusive right to execute one copy of the
          applicable Software only at the designated Computer Installation(s)
          specified in the Schedule.

     (ii) Paragraph 2.6: The phrase "during the term of this Contract," in the
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          first line of Paragraph 2.6 is hereby deleted. The brackets
          surrounding the word "Australia" are hereby deleted.

    (iii) Paragraph 4.2: The brackets surrounding the phrase "the currency of
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          the Installation Country" in Paragraph 4.2 are hereby deleted.
 
     (iv) Paragraph 6.3: The reference to "Paragraph 7.3" in the last line of
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          Paragraph 6.3 is hereby deleted and replaced with "Paragraph 6.3."
 
      (v) Paragraph 6.5. After "Paragraph 2.6," insert "Section 3.0."
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     As soon as practicable after date hereof, SCII will prepare an amended and
restated Exhibit D incorporating solely those amendments set forth in this
Section 9.

     12.  On and after the date hereof, each reference in the Agreement to "this
Agreement," "hereunder," "herein" or words of like import referring to the
Agreement will be a reference to the Agreement as amended by this Amendment
No.1.

     13.  Except as specifically amended by this Amendment No.1, the Agreement
will remain in full force and effect and is hereby ratified and confirmed.

STERLING COMMERCE B.V.                  STERLING SOFTWARE
                                        INTERNATIONAL, INC.


By: /s/ Albert K. Hoover                By: /s/ James E. Jenkins, Jr.
    ------------------------------          -----------------------------------
Name: Albert K. Hoover                  Name: James E. Jenkins, Jr.
Title: Managing Director                Title: Vice President

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