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                                                                    EXHIBIT 99.2

                             AMENDMENT NO. 1 TO THE
                             SOFTWARE SPECTRUM, INC.
                AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

     WHEREAS, Software Spectrum, Inc. (the "Company") has heretofore adopted the
Software Spectrum, Inc. Amended and Restated Employee Stock Purchase Plan (the
"ESPP"); and

     WHEREAS, the ESPP provides for the purchase of up to 165,000 shares of the
Company's common stock by certain qualified employees of the Company; and

     WHEREAS, pursuant to those provisions of the ESPP permitting the Board of
Directors of the Company to amend the ESPP from time to time, the Company
desires to amend the ESPP to increase the shares available for purchase
thereunder by 150,000, for an aggregate of 315,000 shares to be available for
purchase thereunder;

     NOW, THEREFORE, effective as of August 4, 2000, the Plan is hereby amended
as follows:

                                      FIRST

     The first sentence of Section 4.1 of the ESPP is hereby amended to read in
its entirety as follows:

The number of Shares for which Options may be granted under the Plan shall be
315,000.


The remaining provisions of the ESPP shall remain in full force and effect and
shall not be impacted by this Amendment.