AMENDMENT NO. 1 TO THE
                                RIGHTS AGREEMENT

         THIS AMENDMENT NO. 1 dated as of November 8, 2002 (the "Amendment") to
the Rights Agreement dated as of July 20, 2001 (the "Agreement"), between DSET
Corporation, a New Jersey corporation (the "Company") and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").

         NOW THEREFORE, in consideration of the premises and mutual covenants
herein set forth, the parties hereto agree as follows:

         1. Amendment. The definition of an Acquiring Person, as contained in
Section 1(a) of the Agreement shall be revised in its entirety to read as
follows:

         ""Acquiring Person" shall mean any Person who or which, together
         with all Affiliates and Associates of such Person, shall be the
         Beneficial Owner of 15% or more of the shares of Common Stock
         then outstanding, but shall not include (i) the Company, (ii)
         any Subsidiary of the Company, (iii) any employee benefit plan
         of the Company or of any Subsidiary of the Company, (iv) any
         Person organized, appointed or established by the Company for or
         pursuant to the terms of any such plan, (v) any Person who
         acquires shares of Common Stock pursuant to that certain
         Agreement and Plan of Merger dated as of June 26, 2001 between
         the Company and ISPSoft Inc., a New Jersey corporation, to the
         extent of the shares of Common Stock acquired under such
         agreement, or under stock options assumed under such Agreement,
         or (vi) any Person who acquires shares of Common Stock pursuant
         to that certain Agreement of Merger, dated as of November 6,
         2002, by and among NE Technologies, Inc., a Georgia corporation,
         NE Technologies Acquisition Corporation, a wholly-owned
         subsidiary of NE Technologies, Inc. and the Company, to the
         extent of the shares of Common Stock acquired under such
         Agreement. Notwithstanding the foregoing, (x) no Person shall
         become an "Acquiring Person" as the result of an acquisition of
         Common Stock by the Company which, by reducing the number of
         shares outstanding, increases the proportionate number of shares
         beneficially owned by such Person to 15% or more of the shares
         of Common Stock of the Company then outstanding; provided,
         however, that if a Person shall become the Beneficial Owner of
         15% or more of the shares of Common Stock of the Company then
         outstanding as a result of an acquisition of Common Stock by the
         Company and shall, following written notice from, or public
         disclosure by the Company of such share purchases by the Company
         become the Beneficial Owner of any additional Common Stock of
         the Company and shall then beneficially own 15% or more of the
         shares of Common Stock then outstanding, then such Person shall
         be deemed to be an "Acquiring Person" and (y) if the Board
         determines in good faith that a person who would otherwise be an
         "Acquiring Person," as defined pursuant to the foregoing
         provisions of this paragraph (a), has become such inadvertently,
         and such Person divests as promptly as practicable (as
         determined in good faith by the Board of Directors), but in any
         event within 15 Business Days, following receipt







         of written notice from the Company of such event, of Beneficial
         Ownership of a sufficient number of shares of Common Stock so
         that such Person would no longer be an "Acquiring Person," as
         defined pursuant to the foregoing provisions of this paragraph
         (a), then such Person shall not be deemed to be an "Acquiring
         Person" for any purposes of this Agreement unless and until such
         Person shall again become an "Acquiring Person.""

         2. Effect on the Agreement. Except as expressly amended by this
Amendment, the Agreement shall remain in full force and effect.

         3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New Jersey.

         4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.

         5. Effective Date. This Amendment shall be effective immediately upon
execution by the Company and the Agent.

                                   * * * * * *

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         IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first above written.


                           DSET CORPORATION

                           By: /s/ Binay Sugla
                               ----------------------------------------------
                               Binay Sugla
                               President


                           AMERICAN STOCK TRANSFER & TRUST COMPANY

                           By: /s/ Herbert J. Lemmer
                               ------------------------------------------------
                               Herbert J. Lemmer
                               Vice President


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