Exhibit 10(fg)3


                              AMENDMENT AND WAIVER
                                       TO
                          MASTER DISTRIBUTOR AGREEMENT
                       (for Puerto Rico and The Caribbean)

This Amendment and Waiver to Master Distributor 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 ("Distributor").  Capitalized terms used herein without definition shall
have the meaning ascribed to such terms in the Distributor Agreement, as defined
below.

WHEREAS,  Artera and Distributor are parties to that certain Master  Distributor
Agreement  for Puerto Rico and the  Caribbean,  dated as of October 1, 2003,  as
affected  by letter  agreement  dated  December  10,  2003 (as so  amended,  the
"Distributor Agreement");

WHEREAS, the parties wish to waive and amend certain of the terms and conditions
of the Distributor 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. Avaya Inc.  If,  under a grant of right from  Artera,  Avaya Inc. or its
resellers  distribute  the Service in the Territory to  Subscribers  in a manner
that is inconsistent  with the exclusive license granted to Spyder under Section
2.1 of the Distributor  Agreement  ("Avaya  Distribution"),  Distributor  hereby
waives the  exclusivity  of such  license to the extent  necessary to permit the
Avaya  Distribution.  In consideration for such waiver,  Artera hereby agrees to
pay to  Distributor a monthly fee equal to 5% of Net Revenues (as defined below)
actually  received  by Artera  that  arise out of any  Avaya  Distribution.  For
purposes  hereof,  "Net Revenues"  shall mean royalties  received by Artera from
Avaya Inc.  arising  solely out of any Avaya  Distribution.  Each month's fee to
Distributor  shall be  payable 30 days  after the end of the  calendar  month in
which Artera receives the Net Revenues giving rise to the fee.

     2. Cable and Wireless  Jamaica.  Notwithstanding  the provisions of Section
2.2 of the  Distributor  Agreement  to the  contrary,  in the event that  Artera
irrevocably converts  Distributor's  rights under the Distribution  Agreement to
non-exclusive  rights as of February  28, 2005  pursuant  to such  Section  2.2,
Distributor  shall  nonetheless  continue  to have the right to grant  Cable and
Wireless  plc  ("C&W")  the  exclusive  right to  sub-distribute  the Service in
Jamaica until the earlier of (a) one year after  Distributor's  initial grant of
such rights to C&W or (b) February 28, 2006.

<PAGE>


     3. Notices.  Article 8 of the  Distributor  Agreement is hereby  amended to
replace   Distributor's  contact  information  set  forth  thereunder  with  the
following:

     "If to Distributor:       Spyder Technologies Group, LLC
                               147 Leffingwell Avenue
                               Waterbury, CT 06710
                               U.S.A. [if from outside U.S.A.]
                               Attn:  President
                               Facsimile:  203-454-3094"

     4. Royalty  Schedule.  Schedule 3.2 to the Distributor  Agreement is hereby
amended to read in its entirety as set forth in Schedule 3.2 to this Amendment.

     5.  Billing,  Collections  and  Payments  Schedule.  Schedule  3.3  to  the
Distributor  Agreement is hereby amended to read in its entirety as set forth in
Schedule 3.3 to this Amendment.

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

ARTERA GROUP, INC.                                SPYDER TECHNOLOGIES GROUP, LLC


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

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<PAGE>


                                                                    Schedule 3.2
                                                                    ------------


                                     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  Subscriber  is based on whether  Artera or the Reseller  associated
with  such  Subscriber  provides  and  operates  the Data  Center  serving  such
Subscriber, as described in this Agreement, as provided in the table below.

          ------------------------------ -----------------------------
              Reseller Data Center             Artera Data Center
          ------------------------------ -----------------------------
                     $0.75                         $1.00
          ------------------------------ -----------------------------

2.      Small Business and 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 and on whether
Artera or the Reseller  associated  with such End User provides and operates the
Data Center serving such End User as described in this Agreement, 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 in the table.

-------------------------- -------------------------- --------------------------
  Number of End Users              Reseller                    Artera
   Within Subscriber             Data Center                 Data Center
-------------------------- -------------------------- --------------------------
        1-9                         $2.50                      $3.00
-------------------------- -------------------------- --------------------------
       10-24                        $2.38                      $2.85
-------------------------- -------------------------- --------------------------
       25-49                        $2.25                      $2.70
-------------------------- -------------------------- --------------------------
      50-250                        $2.00                      $2.40
-------------------------- -------------------------- --------------------------
   Road Warrior*                                   $2.50
-------------------------- -----------------------------------------------------

* "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.

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<PAGE>


                                                                    Schedule 3.3
                                                                    ------------


                        BILLING, COLLECTIONS AND PAYMENTS

Reseller shall perform Service Fee billing and related services, as follows:

1.   Billing:

     (a)  The Reseller shall bill the Subscriber each month. Upon receipt of the
          Service Fee, the Reseller shall deduct and retain any amount due to it
          under its Reseller Agreement.  The Reseller shall pay the remainder of
          such Service Fee to Distributor  (directly or via additional levels of
          Resellers).  From such amount received,  Distributor  shall pay Artera
          the Royalty. Payments by the Resellers to Distributor shall be made by
          the end of the  calendar  month,  for  Service  Fees  received  by the
          Resellers from Subscribers during the previous calendar month, by wire
          transfer  to  an  account   specified  by  Distributor.   Payments  by
          Distributor  to Artera  shall be made by the 15th day of the  calendar
          month,  for amounts  received by Distributor from the Resellers during
          the previous  calendar month, by wire transfer to an account specified
          by Artera.

     (b)  To further  assist  Artera in  calculating  the  Royalty and to enable
          Resellers to activate and  de-activate  End Users,  the Reseller shall
          implement an electronic interface, as reasonably agreed upon by Artera
          and the  Reseller,  between  the  Reseller's  back  office and the CRM
          System. Such interface shall be via the Service's  application program
          interface (the "API") and shall pass to the CRM System,  at a minimum,
          the End User's (or  prospective  End User's) name,  e-mail address and
          unique  identifier  number from the Reseller,  the  Reseller's  unique
          identifier  number from Artera and the Artera  product  identification
          number.  The Reseller  shall also  establish a non-public Web page and
          provide  its  address  and access to it to Artera,  so that Artera may
          report Service  activations,  de-activations and similar  transactions
          with  Subscribers as described in the API  documentation.  Distributor
          shall take  reasonable  steps to evaluate  the  creditworthiness  of a
          prospective Reseller prior to authorizing it to resell the Service.

2.   Subscription Periods Greater Than One Month: Notwithstanding the foregoing,
     Subscription   periods  may  be  greater  than  one  month  (e.g.,   annual
     Subscriptions). In such event, (a) the Royalty shall be based on the number
     of months within the Subscription period notwithstanding any discount given
     by the  Reseller to the  Subscriber  (unless  Artera  agrees  otherwise  in
     writing in advance); and (b) the Royalty for the entire Subscription period
     shall accrue to Artera in the first month of such Subscription period.

3.   Miscellaneous:  Royalty  payments  shall be based on  subscriptions  to the
     Service, irrespective of actual Service Fee collections and irrespective of
     amounts paid by the Reseller to Distributor. The Reseller shall (a) collect
     and pay to the appropriate  governmental  authorities all sales,  use, VAT,
     excise and similar  taxes due with respect to the Service Fees so processed
     and satisfy all reporting and filing requirements associated therewith; and
     (b)  keep  records  of  all  such  billing,  collection,  payment  and  tax

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<PAGE>


     transactions  in  sufficient  detail  to  demonstrate  compliance  with the
     procedures set forth herein.  Artera and  Distributor  may agree in writing
     from time to time, generally or in connection with specified Resellers,  to
     modify  the  procedures  set  forth  herein,  consistent  with the  overall
     purposes and intent of this Agreement.  Reseller  Agreements  shall require
     such Reseller to take the actions described for it herein.

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