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                                                                   Exhibit 10.20

                      FIRST AMENDMENT TO CREDIT AGREEMENT


THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as
of December 20, 1996, by and between DATAWORKS CORPORATION ("Borrower") and
WELLS FARGO BANK, NATIONAL ASSOCIATION as successor by merger to FIRST
INTERSTATE BANK OF CALIFORNIA ("Bank").


RECITALS

         WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of September 6, 1995, as amended from time to time ("Credit Agreement").

         WHEREAS, Bank and Borrower have agreed to certain changes in the terms
and conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:


1.  Section 6.4 is hereby deleted in its entirety, and the following substituted
therefor:

         "6.4 Acquisitions and Investments. Make any Acquisition or enter into
         any agreement to make any Acquisition, or make any Investment, except
         Investments in cash and Cash Equivalents and Permitted Investments and
         acquisitions within the same line of business as Borrower provided,
         however, that Borrower demonstrates to Bank that on a post-acquisition
         basis Borrower would be in compliance with all the terms and conditions
         of this agreement."


2.  Section 6.5 is hereby deleted in its entirety, and the following substituted
therefor:

         "6.5 Distributions. Distributions are permitted so long as Borrower is,
         and would be, in compliance with all the terms and conditions of this
         agreement both prior to and after such Distribution."

3.  Section 6.10 is hereby deleted in its entirety without substitution.

4.  Section 6.11 is hereby deleted in its entirety without substitution.

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5.  Section 6.12 is hereby deleted in its entirety, and the following
substituted therefor:

         "6.12 Debt to Worth Ratio. Permit as of the end of any Fiscal Quarter
         the ratio of Total Liabilities divided by Total Net Worth to be greater
         than 0.50 to 1.00." Accounting terms not specifically defined shall be
         defined according to Generally Accepted Accounting Principals
         consistently applied.

6.  Section 6.13 is hereby deleted in its entirety, and the following
substituted therefor:

         "6.13 Positive Net Income Before Taxes. Permit Net Income Before Taxes
         (a) as of the end of any Fiscal Quarter, for the period consisting of
         that Fiscal Quarter and the three immediately preceding Fiscal
         Quarters, to be less than $1.00, or (b) as of the end of any two
         consecutive Fiscal Quarters to be less than $1.00."

7.  Section 6.14 is hereby deleted in its entirety, and the following
substituted therefor:

         "6.14 Quick Ratio. Permit the Quick Ratio as of the last day of any
         Fiscal Quarter to be less than 2.00 to 1.00."

8.  Section 6.15 is hereby deleted in its entirety without substitution.

9.  Section 6.17 is hereby deleted in its entirety without substitution.

10. The following is hereby added to the Credit Agreement as Section 6.18:

         "6.18 Minimum Tangible Net Worth. Permit as of the last day of any
         Fiscal Quarter Minimum Tangible Net Worth, defined as Tangible Assets
         minus Total Liabilities to be less than Fifty Million Dollars. Tangible
         Assets shall be defined according to Generally Accepted Accounting
         Principals consistently applied, with the exception that capitalized
         software shall be considered a tangible asset.

11. Section 7.1(e) is hereby deleted in its entirety without substitution.

12. Section 7.1(f) is hereby deleted in its entirety without substitution.

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13. (a)  Bank hereby releases its security interest in the Collateral. Each of
         the Collateral Documents (as defined in the Credit Agreement) is hereby
         deemed to be terminated and of no further force and effect.

    (b)  The first sentence of Section 2.5 is hereby deleted in its entirety.

    (c)  Section 4.18 is hereby deleted in its entirety without substitution.

    (d)  Section 9.1 (k) is hereby deleted in its entirety without substitution.

    (e)  Bank hereby agrees to provide Borrower with any further documentation
         reasonably requested by Borrower to effect the release of Bank's
         security interest in Collateral, including, without limitation, (i) UCC
         termination statements and (ii) releases to be filed with the United
         States Patent and Trademark Office and United States Copyright Office.
         Bank shall also promptly return to Borrower any Collateral currently in
         the Bank's possession including, without limitation, the Pledged
         Securities (as defined in the Borrower Pledge Agreement).

14. Except as specifically provided herein, all terms and conditions of the
Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.

15. Borrower hereby remakes all representations and warranties contained in the
Credit Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of this Amendment there exists no Event of Default
as defined in the Credit Agreement, nor any conditions, act or event which with
the giving of notice or the passage of time or both would constitute any such
Event of Default.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.


DATAWORKS CORPORATION                  WELLS FARGO BANK, NATIONAL ASSOCIATION


By: /s/ Rich Russo                     By: /s/ David G. Ligon
   -------------------------------        --------------------------------------

Title: V.P. Finance                    Title: V.P.
      ----------------------------           -----------------------------------

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Insert 12A

12A. (a)  Bank hereby releases its security interest in the Collateral. Each of
the Collateral Documents (as defined in the Credit Agreement) is hereby deemed
to be terminated and of no further force or effect.

     (b)  The first sentence of Section 2.5 is hereby deleted in its entirety.

     (c)  Section 4.18 is hereby deleted in its entirety without substitution.

     (c)  Section 9.1(k) is hereby deleted in its entirety without substitution.

     (d)  Bank hereby agrees to provide Borrower with any further documentation
reasonably requested by Borrower to effect the release of Bank's security
interest in the Collateral, including, without limitation, (i) UCC termination
statements and (ii) releases to be filed with the United States Patent and
Trademark Office and United States Copyright Office. Bank shall also promptly
return to Borrower any Collateral currently in the Bank's possession including,
without limitation, the Pledged Securities (as defined in the Borrower Pledge
Agreement).


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