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                               FIRST AMENDMENT TO THE

                         EXECUTIVE EMPLOYMENT AGREEMENT OF

                                  JOSEPH D. MOONEY

     This Amendment and Correction to the Executive Employment Agreement 
dated February 2, 1998, by and between Greentree Software, Inc., a New York 
Corporation with its principal business office in the State of Minnesota 
(hereinafter the "Company") and Joseph D. Mooney, Sr. a Minnesota resident 
(hereinafter "Executive") is made and entered into on this 14th day of April, 
1998.

                                     AGREEMENT

     In consideration of the parties' mutual covenants and undertakings, the 
Company and the Executive agree to amend certain paragraphs of the Executive 
Compensation Agreement as follows:

     3.7  DEFERRED EMPLOYMENT BONUS.  To induce Executive to commence 
          employment with the Company before this Agreement was executed, the 
          Company promised to pay him a deferred employment bonus equal to 
          One Hundred Seventy-Five Thousand Dollars ($175,000.00), either in 
          cash or in the form of Company Stock, whichever he elects after the 
          Company notifies him from time to time of the current value of the 
          Company Stock that may be used n payment of such bonus (the 
          "Deferred Employment Bonus"). Executive and the Company hereby 
          acknowledge that the Company has paid (and Executive has accepted) 
          $60,000.00of such bonus in the form of 20,000 shares of Common 
          Stock issued to him in 1997, thereby reducing the unpaid balance of 
          the Deferred Employment Bonus to $115,000.00.  The Company hereby 
          confirms that its obligation to pay such unpaid balance of the 
          Deferred Employment Bonus remains in effect, is not subject to any 
          risk of forfeiture by Executive and shall be performed as follows.

             [the balance of paragraph 3.7 shall remain unchanged]

     3.8  FACILITATOR'S FEE ON SALE.  In the event that, at any time during 
          the Term or within one (1) year after Executive's Date of 
          Termination, a majority of the Company Stock or substantially all 
          of its assets is sold or exchanged in any transaction that results 
          in the receipt, by those Company shareholders who sell or exchange 
          their Company Stock in (or as a result of) that transaction, of 
          consideration valued at an amount per share of the Company Stock 
          transferred by them that is equal to or greater than the average 
          closing price of the Company Stock traded in the public market 
          during the period of twenty (20) consecutive trading days ended on 
          the trading day immediately preceding the closing date of such 
          transaction (if no Company Stock is traded on any trading day in 
          such 20 day period, the 

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          closing price per share for that day shall be deemed to be the 
          closing price per share on the last day on which Company Stock was 
          traded), the Executive shall be entitled to receive a facilitator's 
          fee in an amount equal to 2% of the gross amount of such 
          consideration up to a maximum of $400,000.00; and such fee shall be 
          payable by the Company upon the closing of such transaction, in 
          addition to any amounts due Executive under Articles 3,4, 5 and 6 
          (as a result of that transaction or otherwise).

     4.1  OPTION GRANTS.  The effective date of Option Grant of the Second 
          Option shall be January 14, 1998.

     5.7  COMPENSATION UPON TERMINATION, DEATH OR DURING DISABILITY.

          (e)

               (iii)  cause Executive's continued participation in all Plans 
          in accordance with Section 3.2, as if Executive remained 
          continuously employed with the Company for a period of 12 months 
          after the Date of Termination, for all purposes, including without 
          limitation all grants, awards, accruals and vesting thereunder; 
          provided, that, if such continued participation is not permissible 
          under applicable law, the Company shall at its sole cost and 
          expense provide Executive with benefits substantially similar to 
          those to which Executive would have been entitled for such period 
          under those Plans in which Executive's continued participation is 
          not permissible;

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment 
to the Executive Employment Agreement of Joseph D. Mooney, Sr. to be duly 
executed and delivered on the day and year first above written, but effective 
retroactively as of the Effective Date except as otherwise provided.


     COMPANY                           GREENTREE SOFTWARE, INC.


                                       By    /s/ Philip D. Wolf
                                           -----------------------------
                                       Its   Chief Financial Officer
                                           -----------------------------


     Company's Address:                7901 Flying Cloud Drive, Suite 150
                                       Eden Prairie, Minnesota 55344 

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     EXECUTIVE:                        /s/ Joseph D. Mooney, Sr.
                                       ---------------------------------
                                       Joseph D. Mooney, Sr.


     Executive's Address:              4100 Lotus Drive
                                       Minnetrista, Minnesota 55331

     The undersigned member of the Board of the Company hereby certifies that 
this Agreement has been duly approved by resolutions of the Board, without 
the participation by the Executive who is party to this Agreement.



                                            /s/ Brad Markowitz
                                       ---------------------------------
                                            Brad Markowitz, Director