Second Amendment to Alliance Agreement

 

                                                                   EXHIBIT 10.53

                     Second Amendment to Alliance Agreement

                     SECOND AMENDMENT TO ALLIANCE AGREEMENT

         This SECOND AMENDMENT (this "Amendment") dated the 26th day of August,
1996 and effective as of August 26, 1996 (the "Effective Date"), is between
HARBINGER CORPORATION (hereinafter "Harbinger") and SYSTEM SOFTWARE ASSOCIATES,
INC.  (hereinafter "SSA").  This Second Amendment amends and revises the
Alliance Agreement between Harbinger and SSA made as of July 21, 1995 as
modified by the First Amendment to Alliance Agreement effective as of July 21,
1995 (collectively, the "Agreement" or "Alliance Agreement").  Capitalized
terms not defined herein shall have the meaning assigned to them in the
Agreement.

         Background.

         A.      The parties have previously entered into an Alliance Agreement
dated July 21, 1995, as modified by the First Amendment effective July 21,
1995.

         B.      Under Section 3.A.(xv) of the Alliance Agreement, SSA has been
granted registration rights covering certain shares of Harbinger Common Stock,
including two (2) demand registrations.

         C.      Section 6.C of the Alliance Agreement sets forth the following
Minimum Royalties to be paid by SSA to Harbinger: First Annual Minimum of
$1,381,718 due January 1, 1996; Second Annual Minimum of $5,741,271 due January
1, 1997; and Final Annual Minimum of $99,011 due January 31, 1997.

         D.      As of the Effective Date, SSA had paid in full to Harbinger
the First Annual Minimum.

         For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

         1.      In consideration for this Second Amendment, Harbinger will
                 allow SSA to exercise one of the registration rights as of the
                 Effective Date.

         2.      The existing Alliance Agreement contains errors in the
                 internal section references.  Section 3.B does not exist.  All
                 cross references and internal references in the Alliance
                 Agreement to Section 3.B.(xv) or Section 3(xv) are hereby
                 revised to Section 3.A.(xv).

         3.      Registration Rights.  SSA shall be entitled to register
                 550,000 shares of Harbinger Common Stock (the "Registered
                 Shares") in accordance to Section 3.A.(xv) of the Alliance
                 Agreement.  SSA's registration of such Shares (the
                 "Registration") will constitute the one (1) occasion and SSA
                 will have one (1) remaining occasion to exercise its
                 registration rights as set forth in Section 3.A.(xv).  Any
                 exercise of the second occasion will be subject to the terms
                 and conditions of the Alliance Agreement.  This Second
                 Amendment shall not be construed in any way to waive the
                 obligations and conditions to the exercise of the second
                 occasion.

         4.      Escrow.  Within five (5) days from the effective date  of the
                 Registration, SSA shall transfer 275,000 of the Registered
                 Shares (the "Escrowed Shares") to the Escrow Agent along with
                 appropriate stock powers and powers of attorney and other
                 documents as may be reasonably requested by Escrow Agent, in
                 accordance with the attached Escrow Agreement.

         5.      Sale of Escrowed Shares.  During the period of effectiveness
                 of a registration statement covering the sale of the Escrowed
                 Shares, SSA may sell those Shares at any time during the term
                 of the Agreement in accordance with the terms of the Escrow
                 Agreement.

                 In addition, SSA agrees and hereby authorizes the Escrow Agent
                 to sell the Escrowed Shares under the following conditions in
                 accordance with the terms of the Escrow Agreement:

                          (i)     In the event that SSA has not paid the Second
                 Annual Minimum in full to Harbinger by January 1, 1997; and/or

                          (ii)    In the event that SSA has not paid the Final
                 Annual Minimum in full to Harbinger by January 31, 1997.

         6.      Proceeds.        Proceeds from the sale of the Escrowed Shares
                 will be applied toward the Minimum Royalties as set forth in
                 Section 6.C. of the Alliance Agreement and shall be
                 distributed by Escrow Agent to Harbinger and SSA in accordance
                 with the terms of the Escrow Agreement.

         7.      General.         Nothing in this Second Amendment (i) waives
                 or amends any of SSA's or Harbinger's obligations under the
                 Alliance Agreement, or (ii) shall be construed to alter any
                 payment obligations under the Alliance Agreement, including
                 but not limited to the obligations to make Minimum Royalty
                 payments, and the parties acknowledge that all of SSA's
                 obligation with respect to Minimum Royalties shall continue in
                 full force and effect in accordance with the Alliance
                 Agreement.

                 Except as set forth above, the terms and conditions of the
                 Alliance Agreement remain in full force and effect.  Upon
                 execution by all parties hereto, this Second Amendment shall
                 be attached to and form a part of the Agreement.  This Second
                 Amendment may be executed in counterparts, all of which when
                 taken together shall constitute the full and binding agreement
                 of the parties.

SYSTEM SOFTWARE ASSOCIATES, INC.               HARBINGER CORPORATION          
                                                                              
                                                                              
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Signature                                      Signature                      
                                                                              
                                                
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Title                             Date         Title                      Date
                                                                              

                                      -2- 

Basic Info X:

Name: Second Amendment to Alliance Agreement
Type: Second Amendment to Alliance Agreement
Date: Aug. 27, 1996
Company: HARBINGER CORP
State: Georgia

Other info:

Date:

  • 26th day of August , 1996
  • August 26 , 1996
  • July 21 , 1995
  • January 1 , 1996
  • January 1 , 1997
  • January 31 , 1997

Organization:

  • First Amendment to Alliance Agreement
  • First Annual Minimum of $ 1,381,718
  • Second Annual Minimum
  • Final Annual Minimum

Money:

  • $ 5,741,271
  • $ 99,011