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Exhibit 10.1

                            ARTICLES OF AMENDMENT
                                      OF
                          ARI NETWORK SERVICES, INC.

        On November 19, 1997, in accordance with Section 180.1003 of the
Wisconsin Statutes, the following resolution to amend the articles of
incorporation of ARI Network Services, Inc. was duly adopted:

        RESOLVED, that the Company effect a 1-for-4 reverse stock split (the
"Reverse Stock Split") of the Company's Common Stock to be effected by amending
Paragraph 4.1 of the Amended and Restated Articles of Incorporation of ARI
Network Services, Inc. to read as follows:

        4.1.  Authorized Shares.  The aggregate number of shares which the
Corporation shall have the authority to issue, the designation of each class of
shares, the authorized number of shares of each class of par value and the par
value thereof per share shall be as follows:




     Designation                Par Value               Authorized
      of Class                  Per Share            Number of Shares

                                                  
Common Stock                     $ .001                  25,000,000
Preferred Stock                  $ .001                   1,000,000




        Upon filing of the Articles of Amendment with the Department of
Financial Institutions, each share of Common Stock issued at that time shall
automatically be reclassified and changed into one-fourth (1/4) of one share of
Common Stock.  In lieu of the issuance of any fractional shares that would
otherwise result from the reverse stock split effected by this paragraph, the
Company shall issue to any shareholder that would otherwise receive fractional
shares one (1) additional share of Common Stock.

                        Executed in duplicate this 19th day of November, 1997.
                        
                        ARI NETWORK SERVICES, INC.



                        By:
                           -------------------------------------------------
                           Brian E. Dearing, 
                           Chairman, President and Chief Executive Officer


This instrument was drafted by:

Larry D. Lieberman
Godfrey & Kahn, S.C.
780 North Water Street 
Milwaukee, Wisconsin 53202