Agreement ---------

 
                                                                   EXHIBIT 10.10

                     AMENDMENT TO ASSET TRANSFER AGREEMENT

     This Amendment to Asset Transfer Agreement is entered into effective as of
August 21, 1998, by and between Trilogy Software, Inc., a Delaware corporation
formerly known as Trilogy Development Group, Inc. ("Transferor"), and
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xxXxxxx.xxx, Inc., a Delaware corporation formerly known as Conquer, Inc.
                                                                         
("Transferee").
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                                 Recitals
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a.   Transferor and Transferee entered into that certain Asset Transfer
     Agreement, effective as of June 1, 1996 (the "Agreement").
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b.   Transferor and Transferee now desire to amend the Agreement as set forth
     herein.

                                 Agreement
                                 ---------

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which is hereby acknowledged, Transferor
and Transferee hereby agree as follows.

     1.  The first sentence of Section 5.5.3(a) of the Agreement is amended to
read in its entirety as follows:

     "If Transferee, on no more than five occasions at any time after the
     completion of an initial public offering of the common stock of Transferee
     and before the eighth anniversary of the Effective Date, receives a written
     request for registration from one or more Holders, then as soon as
     practical but not later than 180 days after receipt of such request the
     Transferee, subject to the limitations set forth in this Section 5.5, shall
     file a Registration Statement with the Commission to register the
     Transferee Shares contemplated to be sold."

     2.  Clauses (2) and (3) of Section 5.5.3(d) of the Agreement are hereby
removed in their respective entireties, and clauses (4) and (5) of Section
5.5.3(d) of the Agreement are hereby respectively renumbered as clauses (2) and
(3).

     IN WITNESS WHEREOF, the parties have executed this Amendment and caused the
same to be duly delivered as of the date first set forth above.

Trilogy Software, Inc.                 xxXxxxx.xxx, Inc.


By:  /s/ Xxxxxx X. Xxxxxxxx            By:  /s/ Xxxxxxxxx X. Xxxxx 
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     Xxxxxx X. Xxxxxxxx                     Xxxxxxxxx X. Xxxxx 
     President                              President