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                                                                   EXHIBIT 10.21
                              Amendment No. 1 to
                         AGREEMENT AND PLAN OF MERGER

          This Amendment No. 1 to Agreement and Plan of Merger (this
"Amendment") is entered into as of October 22, 1999 by and among (i) Aeneid
Corporation, a California corporation ("Aeneid"), (ii) Aeneid Merger Sub, Inc.,
a Michigan corporation and a wholly-owned subsidiary of Aeneid ("Merger Sub"),
(iii) InGenius Technologies, Inc., a Michigan corporation ("InGenius"), and (iv)
Julie Stock and Gary Stock, each an individual and a shareholder of InGenius
(together, "Sellers").

                                    RECITALS
                                    --------

          A.   The parties hereto have entered into that certain Agreement and
Plan of Merger dated as of October 22, 1999 (the "Merger Agreement").
Capitalized terms used herein but not defined shall have the meanings given to
them in the Merger Agreement.

          B.   That the parties hereto desire amend, waive or modify certain
provisions of the Merger Agreement in connection with the Closing.

                                   AGREEMENT
                                   ---------

          NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree that Section 11.3 is hereby amended
to read in its entirety as follows:


          11.3  Employment of the Stocks.  Aeneid will offer at will employment
                ------------------------
to Gary and Julie Stock at the level of Director or Vice President, under the
following terms:

                (a) The Stocks will receive base compensation and benefits
consistent with current Directors and Vice Presidents of Aeneid, including
reimbursement of relocation expenses.

                (b) The Stocks will each be granted options to purchase 500,000
shares of Aeneid's common stock in the form of the Stock Option Agreements
attached hereto as Exhibit F (the "Aeneid Options").
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                (c) At the time either Seller exercises an Option at an exercise
price of $1.25 per share, Aeneid shall pay to such Seller a one-time cash bonus
of $0.45 per share so exercised.

                (d) To the extent the shares issuable under the Options (the
"Shares"), or the resale of such shares, are not registered with the SEC at the
same time and on the same terms as the other options granted under Aeneid's 1999
Stock Plan, Aeneid shall use reasonable commercial efforts to register (to the
extent permitted under the Securities Act) with the Securities and Exchange
Commission the Shares, or the resale of such shares, such that Julie and Gary
Stock shall have materially the same rights to resell the Shares as other
employees of the Company who are issued options under Aeneid's 1999 Stock Plan.
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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused this Amendment to be duly executed on its behalf by its officer thereunto
duly authorized, as of the day and year first above written.

                                      AENEID CORPORATION,
                                      a California corporation


                                      By: /s/ Doug Bennett
                                         __________________________
                                      Name:
                                      Its:


                                      AENEID MERGER SUB, INC.,
                                      a Michigan corporation


                                      By: /s/ Illegible
                                         __________________________
                                      Name:
                                      Its:


                                      INGENIUS TECHNOLOGIES, INC.,
                                      a Michigan corporation


                                      By: /s/ Julie Stock
                                         __________________________
                                      Name: Julie Stock
                                      Its: President and Chief Executive Officer


                                      /s/ Julie Stock
                                      _____________________________
                                      JULIE STOCK,
                                      an individual


                                      /s/ Gary Stock
                                      ____________________________
                                      GARY STOCK,
                                      an individual