AMENDMENT NO. 1 TO LEASE AGREEMENT

          THIS AMENDMENT NO. 1 TO LEASE AGREEMENT is made this 5th
day of September, 1997, between THE MASK GROUP (hereinafter called
"Landlord") and SOFTWARE ASSOCIATES, INC. (hereinafter called
"Tenant").
                                
WITNESSETH THAT:

          Landlord and Tenant entered into a Lease Agreement dated
July 1, 1994 (the "Lease Agreement") and now, in consideration of
the mutual promises and covenants set forth herein and in the Lease
Agreement and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, and intending to be
legally bound, the parties hereto amend the Lease Agreement as
follows:

          1.   Term.  Paragraph 2 of the Lease Agreement is hereby
amended and restated in its entirety to read as follows:

               "This lease shall be in effect for a term commencing
          on July 1, 1994 and ending on December 31, 2002."

          2.   Rent Increases.  Paragraph 5 of the Lease Agreement
is hereby amended and restated in its entirety to read as follows:

               "For the calendar year of 1998 and for each calendar
          year thereafter until the end of the term of this lease,
          the annual rent shall be increased by three (3%) over the
          prior annual rent amount."
                                
          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be executed under seal as of the date first
above written.

SOFTWARE ASSOCIATES, INC.


By:/s/ Kenneth R. Konikowski   


THE MASK GROUP


By:/s/ Kenneth R. Konikowski