WITNESSETH:

   1

                                                                    Exhibit 10.1

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

        THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into as
of May 8, 2001, by and between by and between AVIDYN, Inc., a Delaware
corporation (the "Corporation"), and Xxxxxx X. Xxxxxxx ("Employee").

                                 WITNESSETH:

        WHEREAS, the Corporation and Employee have entered into that certain
Employment Agreement dated March 5, 2001 (the "Agreement");

        WHEREAS, certain misstatements were made the Agreement and his bonus for
2001 has been set;

        NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and other good and valuable consideration hereinafter recited,
the Corporation and Employee agree as follows:

        1. BONUS. The first sentence of Section 4(b) shall read in its entirety
as follows: "Employee will receive a bonus for calendar year 2001 of one and
one-half percent (1 1/2%) of the Corporation's operating income for the twelve
months ended December 31, 2001."

        2. OPTIONS. The second sentence of Section 4(c) shall read in its
entirety as follows: "Such options will vest at the rate of twenty percent (20%)
per year for five (5) years except that the vesting will accelerate (if not
already vested) as to 12,500, 25,000, 37,500 and 50,000 options in the event the
trading price reaches $7.19, $8.63, $10.06 and $11.50, respectively, as defined
in the stock option agreement."

        3. BINDING EFFECT. The Agreement is hereby ratified and confirmed and
shall remain and continue in full force and effect in accordance with its
original terms and provisions, except as specifically amended hereby.

        4. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one document.

        5. CONFLICT OF LAWS. The laws of the State of Texas shall govern this
Amendment without giving effect to its conflict of law provisions.

        IN WITNESS WHEREOF, the parties have executed this First Amendment to
Employment Agreement as of the date first written above.

                                   AVIDYN, Inc.


                                   By:    /s/ X. Xxxx Xxxx
                                      ---------------------------------
                                      X. Xxxx Xxxx, Chairman of the Board

                                          /s/ Xxxxxx X. Xxxxxxx
                                   ------------------------------------
                                   Xxxxxx X. Xxxxxxx