Exhibit 10(fg)2


                                 AMENDMENT NO. 1
                                       TO
                         ARTERA TURBO RESELLER AGREEMENT
           (United States, Canada, South America and Central America)

This Amendment No. 1 to Artera Turbo Reseller  Agreement  ("Amendment") is dated
as of August  1,  2004  between  Artera  Group,  Inc.,  a  Delaware  corporation
("Artera"),  and Spyder Technologies Group, LLC, a Connecticut limited liability
company  ("Reseller").  Capitalized  terms used herein without  definition shall
have the meaning  ascribed to such terms in the Reseller  Agreement,  as defined
below.

WHEREAS,  Artera and Reseller are parties to that certain  Artera Turbo Reseller
Agreement for the United States, Canada, South America and Central America dated
as of September 1, 2003 (the "Reseller Agreement");

WHEREAS,  the parties wish to amend  certain of the terms and  conditions of the
Reseller Agreement, as more fully described herein.

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. Notices.  Section 12(a) of the Reseller  Agreement is hereby  amended to
replace Reseller's contact information set forth thereunder with the following:

                             "If to Reseller:
                              --------------
                             Spyder Technologies Group, LLC
                             147 Leffingwell Avenue
                             Waterbury, CT 06710
                             Fax:  203-454-3094
                             Attn:  President"

     2. Royalty Schedule. Schedule B to the Reseller Agreement is hereby amended
to read in its entirety as set forth in Schedule B to this Amendment.

Except  as  expressly  modified  or  amended  by this  Amendment,  the  Reseller
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.

<PAGE>


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

ARTERA GROUP, INC.                              SPYDER TECNOLOGIES GROUP, LLC


By:  /s/  Cy E. Hammond                         By:  /s/  Jonathan Parrella
   -----------------------                         ---------------------------
          Cy E. Hammond                                   Jonathan Parrella
          Treasurer                                       President

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<PAGE>


                                                                      Schedule B
                                                                      ----------


                                     ROYALTY

The Royalty is payable in U.S.A.  dollars.  The monthly Royalty amounts, per End
User, are as follows:

1.   Single User  Residential  Subscribers.  The monthly Royalty amount for each
     residential End User is:

                            -------------------------
                                     Royalty
                            -------------------------
                                      $1.00
                            -------------------------

2.   Small Business or Government Entity Subscribers. The monthly Royalty amount
     for each End User of a Small  Business or Government  Entity  Subscriber is
     based on the  number of End Users  within  the  applicable  Subscriber,  as
     provided  in  the  table  below.   Small  Business  or  Government   Entity
     Subscribers  with fewer than five End Users shall be treated as if they had
     five End Users,  with a Royalty that is five times the amount  specified in
     the table.


----------------------------------------       ---------------------------------
 Number of End Users Within Subscriber                     Royalty
----------------------------------------       ---------------------------------
                  1-9                                       $3.00
----------------------------------------       ---------------------------------
                 10-24                                      $2.85
----------------------------------------       ---------------------------------
                 25-49                                      $2.70
----------------------------------------       ---------------------------------
                50-250                                      $2.40


----------------------------------------       ---------------------------------
           Road Warrior*                                   + $3.00
----------------------------------------       ---------------------------------


* "Road Warrior"  refers to a version of the Service used with mobile  computers
that at times may be  connected  to the  Internet  through a local area  network
(LAN),  and at other times may be  connected  to the  Internet  on a  standalone
basis.  The monthly  Royalty  for a Road  Warrior End User is the sum of (a) the
applicable  ordinary royalty amount described above plus (b) the applicable Road
Warrior amount described above.

In addition to retaining  the monthly  Royalty  amounts set forth above from the
monthly Service Fees actually  received,  Artera shall be entitled to deduct and
retain a  monthly  billing  fee of $0.30  per  Subscriber  plus 4% of the  total
monthly  amount  billed to each  Subscriber.  In addition,  Artera shall also be
entitled to deduct and retain from the monthly Service Fees payable to Reseller,
any  charge  backs or any other  direct  fees  resulting  from the  billing  and
processing of such Service Fees.

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