<PAGE>
                                                                   Exhibit 10(a)



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND SUCH LAWS OR UNLESS
FRONTSTEP SOLUTIONS GROUP, INC. HAS RECEIVED AN OPNION OF COUNSEL REASONABLY
SATISFACTORY TO IT AND ITS LEGAL COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


                                  AMENDMENT TO
                     CONVERTIBLE SUBORDINATED NOTE AGREEMENT
                     ---------------------------------------

         THIS AMENDMENT TO CONVERTIBLE SUBORDINATED NOTE AGREEMENT (this
"Amendment") is dated as of September 16, 2002 by and between Frontstep
Solutions Group, Inc., an Ohio corporation (formerly known as Symix Computer
Systems, Inc.) ("Frontstep Solutions"), and MVC Corporation, a company
established under the laws of Japan ("MVC").

         WHEREAS:

A.       Frontstep Solutions and MVC entered into a Convertible Subordinated
         Note Agreement on May 13, 2002, as amended (the "Agreement"), pursuant
         to which Frontstep Solutions agreed to pay MVC the principal amount of
         US$202,145 (the "Original Principal Amount") together with interest at
         the rate of 4.37375% per annum in one lump sum payment not later than
         September 1, 2002.

B.       Frontstep Solutions and MVC previously agreed to amend the Agreement to
         extend the Maturity Date (as defined in the Agreement) to September 16,
         2002. Frontstep Solutions and MVC have agreed to further amend the
         Agreement as provided in this Amendment. Capitalized terms used but not
         defined herein shall have the meanings ascribed to them in the
         Agreement.

         NOW IT IS HERBY AGREED as follows:

1.       PAYMENT OF ACCRUED INTEREST. Concurrent with the execution and delivery
         of this Amendment, Frontstep Solutions shall pay MVC, in cash, the
         interest that has accrued on the Original Principal Amount from October
         31, 2001 through September 1, 2002 in the amount of $7,417.

2.       PARTIAL PAYMENT OF ORIGINAL PRINCIPAL AMOUNT IN SHARES. On or before
         January 1, 2003 (the "Extended Maturity Date"), Frontstep Solutions
         shall cause Parent to issue to MVC, and MVC shall accept from Parent,
         that number of common shares of Parent (hereinafter referred to as the
         "Shares") equal to (i) the sum of $101,072.50 (representing one half of
         the Original Principal Amount) plus accrued interest thereon at the
         Interest Rate to the date of issuance of such shares (the "Share
         Payment Amount"), divided by (ii) $2.85. The Shares shall be subject to
         anti-dilution provisions similar to those described in SECTION 4.5 of
         the Agreement. For purposes of the Agreement, the date of issuance of
         the Shares shall be deemed to be the Date of Conversion.




<PAGE>

3.       REGISTRATION OF THE SHARES. Frontstep Solutions will use, and will
         cause Parent to use, its reasonable efforts to register such shares for
         transfer or resale by MVC under the U.S. Securities Act of 1933, as
         amended (the "Act"), on Form S-3 under the Act or any successor form
         under the Act which permits inclusion or incorporation of substantial
         information by reference to other documents filed by Parent with the
         U.S. Securities and Exchange Commission; and Frontstep Solutions shall
         pay for all reasonable out-of-pocket costs and expenses relating or
         incidental to such registration (including, without limitation,
         attorneys' fees); PROVIDED, however, that no registration rights
         created hereunder shall have any priority over or be more favorable
         than any then existing registration rights granted by Parent to holders
         of Parent's outstanding preferred shares or warrants or convertible
         securities.

4.       PARTIAL PAYMENT OF ORIGINAL PRINCIPAL AMOUNT IN CASH. On or before the
         Extended Maturity Date, Frontstep Solutions hereby promises to pay MVC,
         in cash, the remaining $101,072.50 (representing one half of the
         Original Principal Amount) (with such portion of such amount remaining
         unpaid at any time being referred to herein as the "Remaining Principal
         Amount") with interest at the Interest Rate.

5.       NO DEFAULT; EVENT OF DEFAULT. Neither the partial payment of the
         Original Principal Amount through issuance of the Shares, nor the
         extension of the Maturity Date to the Extended Maturity Date with
         respect to the Remaining Principal Amount, shall constitute an Event of
         Default under the Agreement or this Amendment. However, if Frontstep
         Solutions fails to cause Parent to issue the Shares to MVC as
         contemplated hereby, or fails to pay the Remaining Principal Amount and
         interest thereon on or prior to the Extended Maturity Date, an Event of
         Default shall exist and MVC shall have the right:

         (a)      to demand that the Shares be immediately issued in accordance
                  herewith and that the entire unpaid Remaining Principal
                  Amount, all accrued interest thereon, and all other sums
                  payable hereunder to be immediately due and payable, whereupon
                  the same shall become immediately due and payable, without
                  presentment, demand, protest of further notice of any kind,
                  all of which are hereby expressly waived by Frontstep
                  Solutions; or

         (b)      to convert all, but not less than all, of the unpaid Remaining
                  Principal Amount, accrued but unpaid interest thereon, and all
                  other sums payable hereunder into common shares of Parent at
                  the Amended Conversion Price (defined in SECTION 6 of this
                  Amendment) in accordance with SECTION 4 of the Agreement.

         If Parent fails to issue the Shares in accordance herewith, or
         Frontstep Solutions fails to pay any amount payable under this
         Amendment, whether of the Shares, the Remaining Principal Amount or
         otherwise, on the due date thereof, Frontstep shall, except in case of
         exercise of the conversion right specified in SECTION 5(b) of this
         Amendment, pay MVC interest on the entire outstanding Remaining
         Principal Amount and accrued and unpaid interest at the rate of sixteen
         percent (16%) per annum.



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<PAGE>

6.       AMENDED CONVERSION PRICE. Subject to adjustment as provided in SECTION
         4.5 of the Agreement, if an Event of Default described in SECTION 5 of
         this Amendment shall occur, then the amended conversion price per share
         of Parent common shares issuable upon the conversion of the unpaid
         Remaining Principal Amount, accrued by unpaid interest thereon, and all
         other sums payable hereunder shall be the lesser of either the
         following (the "Amended Conversion Price"):

         (a)      the average (weighted by daily trading volume) of the Daily
                  Prices (as defined below) per common share of Parent for the
                  30 consecutive trading days immediately preceding the Extended
                  Maturity Date; or

         (b)      US$2.85.

         For purposes of this Amendment, Daily Price shall mean (i) if the
         common shares of Parent then are traded on the New York Stock Exchange,
         Inc. ("NYSE"), the closing price per share on such day as reported on
         the NYSE Composite Transaction Tape; (ii) if the common shares of
         Parent then are not listed and traded on the NYSE, the closing price
         per share on such day as reported by the principal national securities
         exchange on which the shares are listed and traded; (iii) if the common
         shares of Parent then are not listed and traded on any such securities
         exchange, the last reported sale price per share on such day on the
         NASDAQ Stock Market; (iv) if the common shares of Parent then are not
         traded on the NASDAQ Stock Market, the average of the highest reported
         bid and lowest reported asked price per share on such day as reported
         by NASDAQ; (v) if on any determination date the common shares of Parent
         then are not quoted by any such organization, the fair market value per
         share on such determination date as determined by the Board of
         Directors of Parent; or (vi) if MVC shall object to any determination
         by the Board of Directors of Parent, the fair market value per share on
         such determination date as determined by an independent appraiser
         retained by Frontstep Solutions at its expense and reasonably
         acceptable to MVC.

8.       RIGHT TO PREPAY. Notwithstanding anything to the contrary contained in
         this Amendment or the Agreement, Frontstep Solutions shall have the
         right to pay or prepay, in cash, all amounts due to MVC from Frontstep
         Solutions under the Agreement, whether constituting the Share Payment
         Amount or the Remaining Principal Amount, in whole or in part, at any
         time without penalty or fee.

9.       REMAINING TERMS AND CONDITIONS UNAFFECTED. Except as expressly amended
         by this Amendment, the terms and conditions contained in the Agreement
         shall continue in full force and effect as provided in the Agreement
         and are hereby ratified and confirmed in all respects, except that all
         references to this "Agreement" shall mean this Agreement as amended by
         this Amendment.

10.      GOVERNING LAW AND VENUE. This Amendment shall be construed and governed
         by the laws of the State of New York applicable to contracts negotiated
         and fully performed within the State of New York. Any dispute or
         disagreement between the parties hereto shall be determined exclusively
         by the courts located in the State of New York. The


                                       3
<PAGE>

         parties expressly consent to the personal jurisdiction of these courts
         and waive any right to object to the same for all matters arising out
         of or relating to this Amendment.

11.      COMPLETE AGREEMENT; AMENDMENTS. This Amendment contains the entire
         agreement between the parties hereto as to the subject matter hereof
         and supersedes all prior or contemporaneous discussions, negotiations,
         representations, or agreements relating to the subject matter of this
         Amendment. No amendments, changes, or modifications to this Amendment
         shall be made or be binding on either party hereto unless made in
         writing and signed by such party.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date and year first written above.

<TABLE>
<S>                                                         <C>
FRONTSTEP SOLUTIONS GROUP, INC.,                             MVC CORPORATION, a company
an Ohio corporation                                          established under the laws of Japan


By:      /S/ DANIEL P. BUETTIN                               By:      /S/ KAORU HATAKEYAMA
   -------------------------------------------------            -----------------------------------------
Name: Daniel P. Buettin                                      Name:    Kaoru Hatakeyama
     -----------------------------------------------              ---------------------------------------
Title:   Vice President and Chief Financial Officer          Title:   President & C.E.O. MVC
      ---------------------------------------------                --------------------------------------
</TABLE>




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<PAGE>




                              AGREEMENT AND CONSENT
                              ---------------------

                  Frontstep, Inc., an Ohio corporation ("Parent"), hereby agrees
         to be bound by and consents to the terms and provisions of the
         foregoing Amendment to Convertible Subordinated Note Agreement dated
         September 16, 2002 between Frontstep Solutions Group, Inc. and MVC
         Corporation to the extent necessary to allow MVC to convert the Share
         Payment Amount (and the Remaining Principal Amount in the Event of
         Default) to common shares of Parent as provided therein. To the extent
         required in said Amendment, Parent will use its reasonable efforts to
         register such shares for transfer or resale by MVC under the U.S.
         Securities Act of 1933, as amended (the "Act") on Form S-3 under the
         Act or any successor form under the Act which permits inclusion or
         incorporation of substantial information by reference to other
         documents filed by Parent with the U.S. Securities and Exchange
         Commission.


                                 FRONTSTEP, INC.,
                                 an Ohio corporation


                                 By:    /s/ DANIEL P. BUETTIN
                                    --------------------------------------------
                                 Name:  Daniel P. Buettin
                                      ------------------------------------------
                                 Title: Vice President & Chief Financial Officer














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