1 EXHIBIT 10.1 AMENDMENT NUMBER FOURTEEN TO LOAN AGREEMENT THIS AMENDMENT to the Loan Agreement entered into as of October 4, 1993, between ARI NETWORK SERVICES, INC. ("ARI") and WITECH CORPORATION ("WITECH'), as amended (the "Loan Agreement"), is dated January 29, 1999. BACKGROUND This Amendment to the Loan Agreement reflects the mutual understanding and agreement of the parties to amend the Loan Agreement regarding the provision by WITECH of a revolving credit facility to ARI. NOW, THEREFORE, the parties agree as follows: 1. Subject to paragraph 4 below, the amount stated in Paragraph 2.2 of the Loan Agreement shall be changed to Three Million Dollars ($3,000,000). 2. Subject to paragraph 4 below, in Exhibit 1.1 to the Agreement, in the definition of "Total Loan Commitment," the reference to "Two Million Eight Hundred Thousand Dollars ($2,800,000)" is deleted and "Three Million Dollars ($3,000,000)" is substituted therefor. 3. Subject to paragraph 4 below, in Exhibit 2.2(a), the reference to "Two Million Eight Hundred Thousand Dollars ($2,800,000)" is deleted and "Three Million Dollars ($3,000,000)" is substituted therefor. 4. Any borrowings in excess of $2.0 million under the Loan Agreement shall be repaid with the proceeds of any common stock offerings for cash (other than pursuant to director or employee benefit plans or upon exercise of outstanding warrants) by ARI. The $3.0 million amount referenced in paragraphs 1, 2, and 3 above shall be reduced by the amount of such proceeds (and the Loan Agreement automatically amended accordingly); provided, however, the amount of the reduction shall not exceed $1,000,000 (and, therefore, the availability under the Loan Agreement shall not be reduced to less than $2.0 million). 5. In consideration of the agreements by WITECH reflected in the Amendment Number Fourteen, ARI shall issue to WITECH 100 additional shares of Series A Preferred Stock, subject to Board of Directors approval of such issuance. 6. Subject to the amendments described herein, the Loan Agreement, as amended, and associated documents and agreements remain in full force and effect. 2 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers as of the date first above written. WITECH CORPORATION ARI NETWORK SERVICES, INC. By: Francis Brzezinski By: Brian E. Dearing ----------------------------- ------------------------------ Francis Brzezinski, President Brian E. Dearing, Chairman, President and Chief Executive Officer 3