EXHIBIT 10.23


                                        GUPTA Agreement No. 00-OEM-7991 -INVU-01




                              Amendment Number One
                                     to the
                         Limited Manufacturing Agreement
                                     between
                        Gupta Technologies, LLC ("GUPTA")
                                       and
                       Invu Services Limited ("Licensee")


         WHEREAS  GUPTA and  Licensee  have  previously  entered  into a Limited
Manufacturing Agreement effective September 30th, 2000 ("the Agreement");

         WHEREAS GUPTA and Licensee desire to modify the terms and conditions of
the Agreement and the Agreement by way of this Amendment One ("the Amendment");

         NOW, THEREFORE, GUPTA and Licensee agree as follows:

1.  Conflicts,  Use of Terms:  In the event of  conflict  between  the terms and
conditions of the Agreement and the terms and conditions of this Amendment,  the
terms and  conditions  of this  Amendment  will hold.  The headings used in this
Amendment are included for convenience only and are not to be used in construing
or  interpreting  the  Agreement.  Terms used  herein  shall,  unless  otherwise
specified below, have the same meaning as found in the Agreement.

2. Transfer of the contract to GUPTA:  LICENSEE hereby acknowledges that Centura
Software Limited is no longer the licensor of this amended contract.  All rights
and obligations out of the contract  belong to Gupta  Technologies,  LLC. At all
times  the term  "Centura"  or  "CENTURA"  as found  in the  Agreement  and this
Amendment, shall be taken to refer to Gupta Technologies, LLC ("GUPTA").

3.  Modification to Item 3 SP ("Effective  Date") of the Agreement:  The term of
the Agreement is hereby changed as follows:  The Effective Date will be December
21st, 2001.

4. Modification to Item 4 SP ("Termination Date") of the Agreement:  The term of
the Agreement is hereby changed as follows:  The Agreement will now terminate on
December 31st, 2004, subject to Item 9 below.

5.  Modification of Item 5 SP  ("Programs") of the Agreement:  Upon execution of
this  Amendment  the following  Programs  will be provided to the  LICENSEE;

          i)   SQLBase Desktop (all commercially  available machine packs, as of
               the date of execution of the Amendment), Version 7.6.1
          ii)  SQLBase Server (all commercially available user levels, as of the
               date of execution of the Amendment), Version 7.6.1

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          iii) SQLBase Desktop CenturaGarde (all commercially  available machine
               packs,  as of the date of  execution of the  Amendment),  Version
               7.6.1
          iv)  SQLBase  Server  CenturaGarde  (all  commercially  available user
               levels,  as of the date of execution of the  Amendment),  Version
               7.6.1

6. Modification of Item 6 (a) SP ("Payment") of the Agreement: Upon execution of
this Amendment and in consideration  for the rights granted in Section 2 GTC and
in  consideration  for the GLS to be provided to LICENSEE as  specified  in Item
9(a) SP of the  Agreement,  LICENSEE  irrevocably  agrees  to pay to  GUPTA  the
non-contingent,  nonrefundable  payment  of  (pound)438,000  (four  hundred  and
thirty-eight thousand Pounds Sterling). This sum is due and payable and shall be
remitted as follows:

         (a)(pound) 20,000 are due latest January 31st, 2002
         (b)(pound) 30,000 are due latest March 15th, 2002
         (c)(pound) 30,000 are due latest June 15th, 2002
         (d)(pound) 30,000 are due latest September 15th, 2002
         (e)(pound) 40,000 are due latest December 15th, 2002
         (f)(pound) 40,000 are due latest March 15th, 2003
         (g)(pound) 29,000 are due latest June 15th, 2003
         (h)(pound) 47,000 are due latest September 15th, 2003
         (i)(pound) 43,000 are due latest December 15th, 2003
         (j)(pound) 43,000 are due latest March 15th, 2004
         (k)(pound) 43,000 are due latest June 15th, 2004
         (1)(pound) 43,000 are due latest September 15th, 2004

CENTURA will provide LICENSEE with a single master copy of each of the Programs,
from which the authorized copies can be reproduced.

7. Right to  terminate  the  contract for  LICENSEE:  After June 15th,  2003 and
provided all payments as stated in Item 6 above are received by GUPTA,  LICENSEE
has the right to terminate the Amendment with 3 months written notice  effective
June  30th,  2003.  After  the  termination  of the  Amendment  LICENSEE  has no
obligation  to remit the  payments  (h) to (1) as  mentioned in Item 6 above and
GUPTA has no obligations to provide GLS to LICENSEE.

8.  Modification of Item 7 SP ("License Fees") of the Agreement:  Upon execution
of this  Amendment  Item 7 SP of the  Agreement is cancelled and replaced by the
following:  'The payment of (pound)438,000 as specified in Item 6 above shall be
considered  payment in full for  LICENSEE's  right to reproduce  and  distribute
copies  of  the  Programs  to  a  limited   number  of  150,000  PC  Workstation
Connections.

If the  Amendment  is  terminated  effective  June  30th,  2003 the  payment  of
(pound)219,000  as  specified  in Item 6 (a) to (g)  above  shall be  considered
payment in full for LICENSEE's  right to reproduce and distribute  copies of the
Programs to a limited number of 75,000 PC Workstation Connections.

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For purposes of this Amendment a "PC Workstation  Connection"  shall mean any PC
Workstation  or Server,  (i) on which any  Program  (or  component  thereof)  is
manufactured  and  distributed  by  LICENSEE  and/or (ii) which has access to or
connects to any Program manufactured and/or distributed by LICENSEE,  subject to
the terms of this Agreement.'

9.  Right  to  reproduce  and  distribute  copies  of  the  Programs:  If at the
"Termination  Date"  LICENSEE  has not made the  limited  number  of  copies  as
mentioned in Item 8 above,  the right to reproduce and distribute  copies of the
Programs  will be given to  LICENSEE  by GUPTA till  LICENSEE  meets the maximum
number of  copies.  After the  "Termination  Date"  LICENSEE  must  enter into a
separate  contract for GLS.  There is no guarantee for  conditions or prices for
this separate GLS contract given by GUPTA with the execution of this Amendment.

10.  Modification  of Item 9 (a) SP ("GLS") of the Agreement:  Upon execution of
this Amendment  Item 9 (a) SP of the Agreement is modified as follows:  'The GLS
Period will start December 21st, 2001 and end December 31st, 2004.'

11. Deletion of Item 9 (b) SP ("Reporting") of the Agreement: Effective upon the
Execution of this Amendment, Item 9 (b) SP of Agreement is hereby deleted.

12.  Deletion of Item 9 (c) SP ("CLS Fees Upon  Expiration of the Agreement") of
Amendment:  Effective upon the Execution of this Amendment, Item 9 (c) SP of the
Agreement is hereby deleted.

13. No Other  Modification:  Other than as provided in this above, the terms and
conditions of the Agreement remain unchanged and in full force and effect.




         IN WITNESS  WHEREOF,  the parties have caused this Amendment to be duly
executed the later of the below dates.



LICENSEE:                                      GUPTA:

Signature:                                     Signature:
          --------------------------------              ------------------------

Name:                                          Name:
     -------------------------------------          ----------------------------

Title:                                         Title:
      ------------------------------------           ---------------------------

Date:                                          Date:
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