AMENDMENT TO EXECUTIVE NON-COMPETITION, NON-SOLICITATION AND DEVELOPMENTS AGREEMENT This Amendment to Executive Non-Competition, Non-Solicitation and Developments Agreement (this "Agreement") is made and entered into as of ______________________, by and among David Linthicum (the "Executive"), Mercator Software, Inc., a Delaware corporation (the "Company"), and Ascential Software Corporation, a Delaware corporation (the "Parent"). WHEREAS, Executive, Company and Parent have entered into an Executive Non-Competition, Non- Solicitation and Developments Agreement ("Non-Competition Agreement"), dated _____________________; WHEREAS, Company and Parent further understand that Executive has authored numerous works within their industry and do not wish to prevent or unduly restrict Executive from continuing to practice such activity at the termination of his employment with Company or Parent; and WHEREAS, Executive, Company and Parent wish to amend and further define the Non-Competition Agreement as set forth herein. W I T N E S S E T H : It is expressly agreed that, notwithstanding any provision to the contrary in the Non-Competition Agreement, the following actions shall not, in and of themselves, be considered to be a breach or violation of the provisions of Section 1(c) of the Non-Competition Agreement, provided that such actions are not sponsored or financed by, performed in conjunction with or otherwise affiliated with, related to, or for the benefit of any competitive entities (as such term is used in the Non-Competition Agreement, hereinafter "competitive entities" ): authoring works, delivering lectures, acting as a commentator, or performing similar functions. In addition, it is agreed that Executive may be employed by or consult for any company that is not one of the competitive entities. EXECUTIVE: /s/ David Linthicum _________________________________ Name: David Linthicum Address: 14102 Sorrel Chase Court Centreville, VA 20121 Telephone: 703-803-2870 Facsimile: 703-390-4524 ASCENTIAL SOFTWARE CORPORATION By: /s/ Peter Fiore ______________________________ Name: Peter Fiore Title: President COMPANY: MERCATOR SOFTWARE, INC. By: /s/ Roy C. King ______________________________ Name: Roy C. King Title: Chairman & CEO