PHOENIX INTERNATIONAL LTD INC
AMEND. NO.1 TO ASSET PURCH. DATED FEB. 23, 2001
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMEND. NO.1 TO ASSET PURCH. DATED FEB. 23, 2001
<TEXT>




                               AMENDMENT NO. 1 TO
                            ASSET PURCHASE AGREEMENT

         THIS AMENDMENT NO. 1 (this "Amendment No. 1"), dated as of February
23, 2001, to the ASSET PURCHASE AGREEMENT (the "Purchase Agreement"), dated as
of October 25, 2000, is made and entered into by and among LONDON BRIDGE
SOFTWARE HOLDINGS PLC, a corporation organized under the laws of England and
Wales ("Parent"), LONDON BRIDGE PHOENIX SOFTWARE, INC. (formerly known as London
Bridge Acquisition Company, Inc.), a Delaware corporation and an indirect wholly
owned subsidiary of Parent (the "Purchaser"), and PHOENIX INTERNATIONAL LTD.,
INC., a Florida corporation (on behalf of itself and its subsidiaries the
"Seller").


                              W I T N E S S E T H:

         WHEREAS, Parent, the Purchaser and the Seller are parties to the
Purchase Agreement; and

         WHEREAS, the parties desire to enter into this Amendment No. 1 in order
to amend certain terms and conditions of the Purchase Agreement.

         NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein and in the Purchase
Agreement, the parties do hereby agree to amend the Purchase Agreement as
follows:

         1. Section 1.6 of the Purchase Agreement is hereby amended by adding
the following to the end of such Section 1.6:

         "If the Purchaser exercises the New Zealand Share Option, any and all
         indebtedness, liabilities and obligations owed by Phoenix International
         A.P. Limited New Zealand to Parent or any of its Affiliates or by
         Parent or any of its Affiliates to Phoenix International A.P. Limited
         New Zealand shall be cancelled and terminated as of the Closing.
         Notwithstanding the foregoing, if the New Zealand Share Option is
         exercised, the intercompany payable from Phoenix to Phoenix
         International A.P. Limited New Zealand shall be an Assumed Liability to
         the extent there is an equal and opposite intercompany receivable
         recorded in Phoenix International A.P. Limited New Zealand."

         2. Section 2.2(a) of the Purchase Agreement is hereby deleted in its
entirety and replaced with the following:

         "deposit in escrow with the escrow agent identified in the form of
         Escrow Agreement attached as Exhibit 2.2(a) (the "Escrow Agreement")
         (i) an amount equal to 25% of the Purchase Price (the "Escrow Amount")
         and (ii) $6,500,000 (the "Holdback Amount"), which amounts shall be
         held and disbursed in accordance with the terms of this Agreement and
         such Escrow Agreement; and"
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         3. Section 2.3(b) of the Purchase Agreement is hereby amended by
deleting the first sentence of such Section 2.3(b) in its entirety and replacing
it with the following:

         "As promptly as practicable following the Closing Date (but in any
         event within twenty (20) business days, the Purchaser will prepare (in
         consultation with the Seller) and deliver to the Seller a revised
         balance sheet which shall reflect the net working capital of the Seller
         as of the Closing Date after application of the agreed upon adjustments
         which shall be calculated in accordance with the methodology described
         in Schedule 2.3(a) (the "Preliminary Purchase Price Adjustment")."

         4. Section 5.12(c) of the Purchase Agreement is hereby deleted in its
entirety and replaced with the following:

         "COBRA Coverage. Notwithstanding anything in this Agreement to the
         contrary, the Purchaser shall offer and provide all notice,
         continuation coverage and benefits required under Section 4980B of the
         Code and/or Part 6 of Title I of ERISA (collectively, "COBRA Coverage")
         to each of the Transferred Employees and each "qualified beneficiary"
         (as defined under Section 4980B of the Code and/or Part 6 of Title I of
         ERISA (collectively, "COBRA")) ("Qualified Beneficiary") whose status
         as such arises as a result of an applicable relationship to one or more
         of the Transferred Employees, as may be required on or after the
         Closing, regardless of whether such COBRA Coverage is statutorily or
         otherwise required to be provided by the Purchaser or the Seller or any
         of their respective affiliates (present or future)."

         5. Pursuant to Section 5.3(b) of the Purchase Agreement, the Purchaser
hereby approves the revised Section 1.2(d) to the Seller Disclosure Letter
(including the revised Exhibit 1.2(d) thereof) delivered by the Seller to the
Purchaser on the date hereof. In addition, the Purchaser hereby agrees promptly
after the Closing Date to enter into good faith negotiations to amend the "voice
contract" with AT&T included in the revised Section 1.2(d) of the Seller
Disclosure Letter, including amending the contract to waive any accrued
penalties thereunder; provided, that if such penalties are not waived by AT&T,
the liabilities associated with such penalties shall remain with the Seller and
be an Excluded Liability.

         6. Except as set forth in this Amendment No. 1, the Purchase Agreement
shall remain in full force and effect.

         7. This Amendment No. 1 may be executed in one or more counterparts,
each of which shall constitute an original and all of which shall constitute one
and the same Amendment.

         8. Except as otherwise provided in this Amendment No. 1, capitalized
terms used in this Amendment No. 1 have the meaning given to such terms in the
Purchase Agreement.



<PAGE>


         IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be
duly executed, as of the date first above written.

                                           LONDON BRIDGE SOFTWARE HOLDINGS PLC

                                           By:
                                           Name:
                                           Title:


                                           LONDON BRIDGE PHOENIX SOFTWARE, INC.

                                           By:
                                           Name:
                                           Title:


                                           PHOENIX INTERNATIONAL LTD., INC.

                                           By:  /s/ Bahram Yusefzadeh
                                                --------------------------------
                                           Name:    Bahram Yusefzadeh
                                           Title:   Chairman and Chief Executive
                                                    Officer

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</DOCUMENT>
