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                                                                   EXHIBIT 10.10


                    AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (this "Amendment") is made and
entered into by and between FTP Software, Inc., a Massachusetts corporation (the
"Company"), and Douglas F. Flood ("Employee"), effective as of the 19th day of
June, 1997.

WHEREAS, the Company and Employee have entered into an Employment Agreement
dated as of July 23, 1996 (the "Agreement") (capitalized terms used but not
defined herein shall have the meanings specified in the Agreement);

WHEREAS, the Company and Employee desire to extend the term of the Agreement;

NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1. EXTENSION OF TERM. The term of the Agreement is hereby extended to September
30, 1997. From and after the date hereof, the term "Term" as used in the
Agreement shall mean the period beginning on the Effective Date and ending on
September 30, 1997.

2. EFFECT ON AGREEMENT. Except as specifically amended hereby, the Agreement
shall continue in full force and effect. From and after the date hereof,
references in the Agreement to "this Agreement" shall be deemed to be references
to the Agreement as amended hereby.

IN WITNESS WHEREOF, this Amendment has been executed as a sealed instrument by
the Company, by its duly authorized representative, and by Employee, effective
as of the date first above written.

EMPLOYEE:                            FTP SOFTWARE, INC.


/s/ DOUGLAS F. FLOOD                 By: /s/ GLENN C. HAZARD
- -----------------------------            -------------------------------------
Douglas F. Flood                         Glenn C. Hazard
                                         President and Chief Executive Officer