Exhibit 10(el)1


                                 AMENDMENT No. 1
                                       TO
                      DISTRIBUTION AND MARKETING AGREEMENT


This Amendment No. 1 to Distribution  and Marketing  Agreement  ("Amendment") is
dated as of October 8, 2003 (the "Effective Date") between Artera Group, Inc., a
Delaware  corporation  ("Artera"),   and  Avaya  Inc.,  a  Delaware  corporation
("Avaya").

WHEREAS, Artera and Avaya are parties to that certain Distribution and Marketing
Agreement dated as of April 21, 2003 (the "Distribution Agreement");

WHEREAS,  Avaya,  either  directly or through or one of its  Affiliates,  has an
opportunity  for the  distribution  of Artera Turbo to Subscribers  through Bell
Nordiq (defined below);

WHEREAS, the parties wish to make certain changes to the agreements contained in
the  Distribution  Agreement with respect to licenses to Bell Nordiq in order to
facilitate further distribution of Artera Turbo; and

WHEREAS,  the  parties  desire to make  certain  changes  to the  amount of Unit
Royalties  payable by Avaya to Artera for Units  licensed by or through Avaya to
Bell Nordiq pursuant to the Distribution Agreement.

NOW,  THEREFORE,  in consideration of the mutual covenants  contained herein, as
well as other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged,  the parties agree as follows:

 1.  DEFINITIONS

1.1  All  terms  capitalized  but not  defined  in this Amendment  will have the
definitions given them in the Distribution Agreement.

1.2  "Bell Nordiq" means Bell Nordiq Income Fund, a Canadian limited partnership
and its operating Affiliates, including Telebec Limited Partnership and Northern
Tel Limited Partnership.

2.   LICENSING AND UNIT ROYALTIES

2.1  For   purposes  of  Section  2.4  of  the   Distribution   Agreement,   and
notwithstanding  anything to the contrary contained therein, Bell Nordiq will be
considered a "Major ISP" acting as a Reseller to  Subscribers.  Licenses for use
of the Licensed Materials and the right to act as a Reseller may be a license or
agreement  between  Avaya and Bell Nordiq and Units so licensed  will be Royalty
Licenses.

2.2  Notwithstanding  anything  contained  in  Section  3.1 of the  Distribution
Agreement,  for each Unit licensed by Avaya to a Residential  Subscriber through
Bell Nordiq,  Avaya shall pay to Artera a Unit Royalty equal to USD 1.05 per End
User.

3.   GENERAL

Except as expressly amended by this Amendment,  the Distribution  Agreement will
remain in full force and effect.  This  Amendment may be executed in one or more
counterparts.  Each counterpart will be deemed an original, but all counterparts
together will constitute one and the same instrument.


IN WITNESS  WHEREOF the parties have caused this Amendment to be signed by their
duly authorized representatives.


AVAYA INC.                                     ARTERA GROUP, INC.


By:   /s/  Lou  D'Ambrosio                     By:  /s/  Michael J. Parrella
      ------------------------                      ----------------------------
      Lou D'Ambrosio                                Michael J. Parrella
      Group VP - Global Services                    Chairman & President