<PAGE>

EXHIBIT 10.1
                                   SUBLEASE

THIS SUBLEASE, made and entered into this 14 day of August, 1998, between 
RACOTEK, INC., a Delaware corporation, ("Sublessor") and GREENTREE SOFTWARE, 
INC., a New York corporation (Sublessee).

RECITALS:

     A.   A lease ("Prime Lease") dated May 2, 1994 was made and entered into 
between Connecticut General Life Insurance Company, on behalf of its Closed 
End Real Estate Fund I, as Landlord, and Racotek, Inc., as Tenant, pertaining 
to Premises consisting of the entire second and sixth floors at 7301 Ohms 
Lane, City of Edina, County of Hennepin, State of Minnesota and is attached 
hereto as Exhibit B. ***

     B.   The parties hereto desire that the Sublessor sublet to the 
Sublessee and that the Sublessee take from the Sublessor that portion of the 
second floor of the Premises leased under the Prime Lease containing 
approximately 8,899 square feet of rentable area (hereinafter referred to as 
the "Sublet Area" and designated "Suite 220") as depicted on Exhibit A, 
attached hereto.

     NOW, THEREFORE, in consideration of the foregoing premises and of the 
mutual covenants hereinafter contained, but subject to the consent thereto by 
Landlord, the Sublessor does hereby sublet to the Sublessee and the Sublessee 
does hereby rent and take from the Sublessor, the Sublet Area, subject to the 
following terms and conditions:

     1.   Except for those portions of Article 5, 6, 13, 34, 35, 36, and 37 
contained in the Addendum to the Prime Lease and Article 4 of the Prime Lease 
(hereinafter collectively referred to as the "Excluded Provisions") which 
shall not apply to this Sublease, all other applicable terms and conditions 
of the Prime Lease are incorporated into and made a part of this Sublease as 
if the Sublessor were the Landlord under the Prime Lease, the Sublessee was 
the Tenant under the Prime Lease, and the Sublet Area were the Premises under 
the Prime Lease.  Sublessee hereby assumes and agrees to be bound by all 
terms, covenants, and conditions of the Prime Lease except for the Excluded 
Provisions and except as otherwise provided for herein.

    2.   The term of this Sublease shall commence August 1, 1998, and shall 
terminate August 31, 2000.

    3.   The Sublessee shall pay to the Landlord on behalf of the Sublessor 
$5,937.50 per month from August 1, 1998 to August 31, 2000, as Minimum Rent 
for the Sublet Area, due and payable on the first day of each month during 
the entire term of this Sublease.  Commencing August 1, 1998, Sublessee shall 
also pay the Landlord on behalf of the Sublessor, as Additional Rent, its 
share of Real Estate Taxes and Operating Expenses pursuant to Article 6 of 
the Prime Lease based on 8,899 (mulitplied by a factor of 1.0675) rentable 
square feet for the term of this Sublease.  Sublessee shall initially pay 
estimated 1998 Real Estate Taxes and Operating Expenses in the amount of 
$6,618.33 per month ($8.36 per rentable square foot per year) subject to 
adjustment at the end of 1998 as provided for in said Article 6.

     All rent shall be paid to the Landlord at the address set forth in 
Paragraph 6 hereof or at such other address and/or to such other party as the 
Landlord may from time to time elect by giving not less than ten (10) days 
advance written notice thereof to the Sublessee.

     4.   The Sublessee may use the Sublet Area for the purposes stated in 
the Prime Lease and for no other purposes whatsoever.

     5.   The Sublessee will notify the Landlord forthwith in the event of 
any default that occurs under the provisions of this Sublease which comes to 
the attention of the Sublessee, such notice to be given to the Landlord by 
United States Mail, registered or certified, postage prepaid, at the address 
provided for Landlord in the Prime Lease or as such other address as Tenant 
shall be advised to use by Landlord.

*** WHOCC Real Estate Limited Partnership is the current Landlord, and as 
such has succeeded Connecticut Life Insurance Company as the Landlord.


                                      1

<PAGE>

     6.   Any notice provided for herein shall be deemed to be duly given if 
made in writing and delivered in person to an office of such party or mailed 
by first class registered or certified mail, postage prepaid, addressed as 
follows:

     If to Sublessor:              If to Landlord:
     Racotek, Inc.                 WHOCC Real Estate Limited Partnership
     7301 Ohms Lane, Suite 200     Attn: John F. Markey
     Edina, Minnesota 55439        Senior V.P. - East
                                   C/o WCB Properties
                                   3400 Park Lane
                                   Pittsburgh, PA 15275

     If to Sublessee:              With copy to:
     Greentree Software, Inc.      Property Manager
     7301 Ohms Lane, Suite 220     One Corporate Center IV
     Edina, MN 55439               Grubb & Ellis - 5850 Opus Pkwy
                                   Minnetonka, MN

or to such other address with respect to the parties hereto as such party 
shall notify the other parties hereto in writing.  Any notice so given, if 
mailed as aforesaid, shall be deemed received the second (2nd) day after it 
is deposited in the United States Mail.

     7.   Sublessee shall, at its expense, during the term of the Sublease, 
maintain public liability insurance and such other insurance coverages in the 
amounts required under Article 24 of the Prime Lease in one or more companies 
acceptable to Sublessor and Landlord, naming Sublessor, Landlord and 
Landlord's manager of the Building as additional insureds.  No policy of 
insurance obtained by the Sublessee in compliance with the Prime Lease may be 
cancelled or terminated except upon not less than ten (10) days written 
notice to Sublessor and Landlord.  True and correct copies of each policy of 
such insurance, and renewals thereof, obtained by the Sublessee in compliance 
with the Prime Lease shall be delivered to the Sublessor and to Landlord.

     8.   Sublessee agrees to pay a leasing commission in the amount of 
$46,179.00 payable in full upon full execution of this Sublease.  United 
Properties has agreed under separate agreement that half of said commission 
is payable to The O'Neill Real Estate Group, Sublessee's agent.  Sublessee 
shall issue two checks of $23,089.50 each, one payable to "United" and the 
other payable to "O'Neill".  In no event shall Sublessor have any liability 
whatsoever with respect to fees or commissions as a result of this Sublease. 
Sublessor and Sublessee acknowledge that the sum of $46,179.00 has been paid 
to United Properties and O'Neill Real Estate Group by Sublessee based on a 
lease agreement executed June 26, 1998, which specified that the sublet 
premises contained 10,262 square feet.  By signing this Sublease agreement, 
Sublessor and Sublessee agree that the June 26, 1998, agreement is rescinded  
Sublessor and Sublessee agree that any rebate in real estate leasing 
commissions due as a result of this reduction in square footage actually 
rented shall be the property of the Sublessee.

     9.   Immediately, upon the full execution of this Sublease (including 
the Consent by the Landlord), Sublessee agrees, at its cost, to complete the 
improvements set forth on Exhibit A hereof and upon the completion thereof, 
Sublessor shall deliver the Sublet Area to Sublessee for occupancy.  
Sublessee agrees that it shall make no alterations or improvements to the 
Sublet Area except as are consented to in writing by Sublessor and by 
Landlord as to the nature of such alterations or improvements and the manner 
of doing the work as provided for under the Prime Lease.

     10.  On or before Sublessee takes possession of any portion of the 
Sublet Area (the "Delivery Date") Sublessee, at its sole cost and expense, 
shall deliver to Sublessor a certificate of deposit from a bank (which is 
reasonably acceptable to Sublessor) in the principal amount of not less than 
$27,125.89 (the "BANK CD").  The Bank CD shall be accompanied by an agreement 
(in form satisfactory to Sublessor and its legal counsel) pledging the Bank 
CD jointly to Sublessor and Landlord as security for the prompt, full and 
faithful performance by Sublessee of the terms and provisions of this 
Sublease Agreement (the "PLEDGE AGREEMENT").  At the time of delivery of the 
Bank CD and Pledge Agreement, a UCC-1 financing statement (in form acceptable 
to Sublessor, Landlord and its legal counsel) shall be executed by Sublessee 
and delivered to Sublessor (the "FINANCING STATEMENT").

     Notwithstanding any provision to the contrary contained within this 
Sublease, upon the occurrence of a default by Sublessee in the payment of 
rent or of any other default by Sublessee pursuant to the terms of this 
Sublease, Sublessor may foreclose on the Bank CD, including liquidating the 
Bank CD, by giving (5) days' written notice to Sublessee.  Sublessee 
acknowledges and agrees that the compliance with the notice provisions of 
this sublease for default plus the giving of said (5) days' notice prior to 
foreclosure shall be commercially reasonable notice to Sublessee.  Sublessor 
may apply all or a part of the proceeds from said Bank CD to the payment of 
the amount of any


                                      2

<PAGE>

monetary default.  No foreclosure upon the Bank CD or otherwise converting 
the Bank CD to cash or the use of the proceeds thereof shall be deemed a 
waiver by Sublessor of any default by Sublessee under any provision of the 
Sublease, nor shall the use thereof prevent Sublessor from exercising any 
other right or remedy provided in the Sublease or under any law, nor shall 
the same be construed as liquidated damages.  In the event of any such 
foreclosure and/or conversion to cash, Sublessor shall not be responsible for 
and Sublessee hereby indemnifies Sublessor against any claims resulting from 
any penalties, fees or charges imposed by the bank issuing the Bank CD with 
respect to early withdrawal or other otherwise imposed in connection with the 
cashing of the Bank CD.

     Sublessee acknowledges and agrees that if the Bank CD, Pledge Agreement 
and Financing Statement are not delivered to Sublessor by the Delivery Date, 
then Sublessor may, at its option, terminate this Sublease by giving written 
notice to Sublessee.

     11.  Sublessor promises and agrees that it will not make any change, 
alteration or termination of the underlying Prime Lease, as it affects the 
space described in this Sublease without obtaining the prior written approval 
of the Sublessee.

     12.  Sublessor and Landlord agree that the Sublessee shall have right to 
standard signage for the "Building" including but not limited to inclusion in 
the Building's tenant directory and hallway signage sufficient to direct 
visitors to Sublessee's Space.  Said signage costs shall be the 
responsibility of Sublessee.

     13.  Sublessee agrees not to assign, sublet, license, mortgage or 
encumber this Sublease, whether by voluntary act, operation of law or 
otherwise without the specific prior written consent of Sublessor and 
Landlord which consent shall not be unreasonably withheld or delayed.  
Consent by Sublessor and Landlord in one such instance shall not be a waiver 
of Sublessor's or Landlord's rights under this paragraph as to requiring 
consent for any subsequent instance.  In the event Sublessee desires to 
sublet a part or all of the Premises, or assign this Sublease Agreement, 
Sublessee shall give written notice to Sublessor and Landlord at least thirty 
(30) days prior to the proposed subletting or assignment, which notice shall 
state the name of the proposed subtenant or assignee, the terms of any 
sublease or assignment documents and copies of financial information of the 
proposed subtenant or assignee.  At Landlord's option, any and all payments 
by the proposed assignee or sublessee with respect to the assignment or 
sublease shall be paid directly to the Landlord.  In any event no subletting 
or assignment shall release Sublessee of its obligation to pay the rent and 
to perform all other obligations to be performed by the Sublessee hereunder 
for the Term of this Sublease.  The acceptance of rent by Landlord from any 
other person shall not be deemed to be a waiver by Landlord of any provision 
hereof.

     IN WITNESS WHEREOF, each of the parties hereto has caused their presence 
to be duly executed as of the day and year first above written.

          SUBLESSOR:                      SUBLESSEE:

          RACOTEK, INC.                   GREENTREE SOFTWARE, INC.
          /s/ Ian L. Nemerov              /s/ Joseph D. Mooney



          By ______________________       By ________________________
             Ian L. Nemerov                  Joseph D. Mooney
             Secretary and Attorney          Chief Executive Officer


                                      3

<PAGE>

                              CONSENT OF LANDLORD

A.   The undersigned Landlord does hereby consent to the above Sublease 
provided, however, in no event shall: (i) the Tenant under the Prime Lease be 
in any way whatsoever relieved of its obligations to keep and perform 
promptly each of the terms, covenants and conditions to be kept or performed 
by it under the Prime Lease, or (ii) the terms, covenants or conditions of 
the Prime Lease be, in any manner whatsoever, amended or otherwise changed or 
(iii) the undersigned be deemed to consent to any further subletting or 
assignment under the Prime Lease, or (iv) the acceptance of rent by the 
Landlord be deemed to create privity of contract by and between Sublessee and 
Landlord.  This consent shall not be effective unless Sublessee delivers to 
Landlord, prior to taking possession of the Sublet Area, evidence that 
Sublessee is in full compliance with all insurance requirements of the Prime 
Lease including but not limited to the requirement that the Landlord and 
Landlord's manager of the Building are named as an additional insured in all 
insurance policies required under the Prime Lease.

B.   Landlord agrees that so long as Sublessee pays the Minimum Rental and 
the Additional Rental as provided for in Paragraph 3 of this Sublease, that 
the obligations of Sublessor under the Prime Lease shall be credited in the 
amounts provided for in said Paragraph 3.

LANDLORD:

WHOCC REAL ESTATE LIMITED PARTNERSHIP,
a Delaware limited partnership

By:  WHOCC Gen-Par, Inc., a Delaware corporation,
     general partner

/s/ John F. Markey



By: _______________________
       John F. Markey
       Senior Vice President - East


                                      4

<PAGE>

                                  SECURITY AGREEMENT

          THIS SECURITY AGREEMENT, dated August 18, 1998 (the "Security 
Agreement"), from Greentree Software, Inc., a New York corporation (the 
"Debtor") to Racotek, Inc. ("Racotek"), WHOCC Real Estate Limited Partnership 
("WHOCC") and General Electric Capital Corporation ("GECC").

                                     RECITALS:
                                          
          A.   Debtor, as Subtenant and Racotek, as Sublessor, entered into a 
Sublease Agreement dated August 14, 1998 (together with all related 
documents, the "Sublease") for space at 7301 Ohms Lane, Edina, Minnesota (the 
Subleased Premises").

          B.   Debtor and Sublessor have agreed to enter into this Security 
Agreement to secure Debtors obligations under the Sublease (hereafter the 
"Obligations") and Racotek's obligations under the Lease Agreement between 
Racotek and Connecticut General Life Insurance Company on behalf of its 
Closed End Real Estate Fund I.  WHOCC has, since the date of said Lease, 
succeeded Connecticut General Life Insurance Company as the Landlord of above 
property.

          C.   WHOCC and GECC entered into a loan transaction evidenced by, 
among other things, a Loan Agreement dated as of March 2, 1998 (the "Loan") 
whereby GECC requires a security interest in all of WHOCC's real and personal 
property, including the Collateral (hereinafter defined).  While any portion 
of the Loan remains outstanding, the term "Secured Party" means either or all 
of Racotek, WHOCC and GECC, as context may require.  When the loan has been 
paid in full and thereafter, the term "Secured Party" shall mean Racotek and 
WHOCC only (or their agents), upon notice by GECC to the Bank (as hereinafter 
defined).

          NOW THEREFORE, in consideration of the foregoing and the terms and 
conditions hereafter set forth, Debtor agrees as follows:
          
          1.   SECURITY INTEREST   As security for the Obligations, Debtor 
hereby grants Secured Party as security interest in the following described 
property:

          All interest of Debtor in and to that certain $27,125.89 
Certificate of Deposit, in the name of the Debtor, No.500101311-20 Issued by 
F & M Alliance Bank.  ("Bank") together with all replacements and 
substitutions therefor, all interest paid or payable thereon, and all 
precedes thereof (hereinafter referred to in the aggregate as "Collateral").

          2.   REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants 
to Secured Party that:

          (a)  Debtor has duly exercised all requisite power and authority to 
enter in to this Agreement, to pledge its respective interest in the 
Collateral and to carry out the transactions contemplated in this Security 
Agreement; and
          
          (b)  The Collateral shall be reissued and shall remain in Debtor's 
name; provided, however, that until the Obligations have been paid in full, 
Secured Party shall remain in physical possession of the Collateral; and

<PAGE>

          (c)  The Collateral is owned by the Debtor free of any pledge, 
mortgage, hypothecation, lien, charge, encumbrance or security interest, 
except for that granted hereunder and shall only be returned to Debtor in 
accordance with the terms of the Sublease and this Security Agreement; and

          (d)  The execution and delivery of this Agreement, and the 
performance of its terms, will not result in any violation of any provision 
or constitute a default under the terms of any other agreement, indenture, or 
other instrument, license , judgment, degree, order, law, statute, ordinance 
or other governmental rule or regulation, applicable to Debtor or any of its 
property; and

          (e)  Upon delivery of the Collateral to Secured Party, this 
Agreement shall create a valid first lien upon and a perfected security 
interest in the Collateral and the proceeds thereof, subject to no prior 
security interest, lien, charge or encumbrance or agreement purporting to 
grant a security interest in Collateral or any part thereof; and

          (f)  The Collateral shall be issued only by the Bank.  Upon the 
maturity date of the Collateral, the Collateral shall be paid to Debtor, 
provided that (1) Debtor delivers to both Secured Party and the Bank written 
notice of such withdrawal, either by (a) telecopy (confirmed receipt) or (b) 
registered or certified, first class mail, return receipt requested, at least 
ten (10) days prior to the maturity date of the Collateral; PROVIDED, 
HOWEVER, that any notice send pursuant to CLAUSE (1) (b) above, shall be 
deemed received three days following deposit in the mail; and (2) Secured 
Party has not notified the Bank  within ten (10) days prior to the maturity 
date of the Collateral that proceeds of the Collateral should not be released 
to Debtor.  The notification in clause 2 above may only be issued by Secured 
Party if Debtor is in default under the Sublease.

     
3.   COVENANTS.     Debtor agrees as follows:

          (a)  If Debtor shall receive any or all of the Collateral (except 
as provided by paragraph 2(f) above), it will receive it as the Secured 
Party's agent, in trust for the Secured Party, and shall immediately deliver 
such Collateral (1) to GECC, for so long as the Loan remains outstanding, or 
(2) to Racotek and WHOCC, once the Loan is no longer outstanding, and, in 
either event, GECC, Racotek and/or WHOCC shall hold such Collateral, subject 
to the terms hereof, as part of the Collateral.

          (b)  Debtor acknowledges that WHOCC has assigned a security 
interest in the Collateral to GECC. Debtor further acknowledges that GECC, 
for so long as the Loan remains outstanding, shall have the authority to act 
as Secured Party and enforce the rights thereof.

          (c)  Upon the occurrence of a default by Debtor of the Obligations, 
and upon prior notice to the Debtor as described in paragraph  3(h) hereof, 
the Secured Party may, without further demand of performance or other demand, 
advertisement, or notice of any kind, to our upon Debtor or any other person 
(all of which are, to the extent permitted by law, hereby expressly waived), 
forthwith realize upon the Collateral by notifying Bank of such default and 
by instructing Bank to liquidate the Collateral , and Secured Party shall 
apply the needed funds from such liquidation to cure all existing defaults.  
Any disposition made in accordance with the

<PAGE>

provisions of this paragraph shall be deemed to have been commercially 
reasonable.  Should Debtor be determined to have an interest in the 
Collateral, Debtor hereby authorizes Secured Party to make any needed 
endorsements in Debtor's name, to the extent that such endorsements shall be 
deemed necessary to transfer funds to Secured Party but only of the purposes 
of this Section 3(c).

          (d)  If the Secured Party disposes of any of the Collateral, the 
proceeds of such disposition shall be applied as set forth in Minnesota 
Statutes 336.9-504.1.  Debtor specifically grants to the Secured Party the 
right to apply such proceeds to reasonable attorney's fees and legal expenses 
incurred by Secured Party in connection with negotiation with Debtor and 
their representative, successor or assigns, collection of the Obligations, or 
protection of Secured Party's position.

          (e)  Debtor hereby covenants that, until all of the Obligations 
have been satisfied in full, it will maintain at the Bank the Collateral in 
the Minimum CD Amount, that it will not sell, convey or otherwise dispose of 
any of its interest in the Collateral or any interest therein or create, 
incur, or permit to exist any pledge, mortgage, lien, charge, encumbrance or 
any security interest whatsoever in or with respect to any of the Collateral 
or the proceeds thereof, other than that created hereby. All interest owed 
and payable on the Collateral may be released and paid to Debtor (1) to the 
extent such interest is not needed to maintain the Minimum CD Amount of the 
Collateral and (2) in accordance with paragraph 2(f) above.

          (f)  Debtor warrants and will, at its own expense, defend its 
right, title, special property and security interest in and to the Collateral 
against the claims of any person, firm, corporation or other entity.

          (g)  Debtor, by entering into the Security Agreement and 
negotiating the terms hereof, hereby waives any rights it may have to demand 
any notices other than those provided for herein or required by law and any 
right to a hearing as a condition precedent to Secured Party's exercise of 
its rights hereunder.

          (h)  The Secured Party shall give Debtor ten (10) days prior notice 
of any intended disposition of any of the Collateral and such notification 
shall be deemed reasonably and properly given if sent at least ten (10) days 
before such disposition, and sent postage prepaid, certified, or registered 
mail and addressed to Debtor at 7301 Ohms Lane, Edina, Minnesota 55439.

          (i)  No delay or failure by the Secured Party in the exercise of 
any right or remedy shall constitute a waiver thereof, and no single or 
partial exercise by the Secured Party of any right or remedy shall preclude 
other or further exercise thereof or the exercise of any other right or 
remedy.

          (j)  This Security Agreement and the rights and obligations of the 
parties hereunder shall be construed and governed by the laws of the State of 
Minnesota and shall be binding upon and inure to the benefit of the parties 
hereto and their successors and assigns.

     4.   TERMINATION.   Upon payment or performance by Debtor of all of the 
Obligations, this Security Agreement shall be automatically terminated 
without any action by the parties and shall be of no further force or effect 
at which time the Collateral and all proceeds

<PAGE>

thereof, together with any accrued interest shall be deemed released from 
this Security Agreement.  In accordance herewith, upon payment or performance 
by Debtor of all of the Obligations, Secured Party shall issue to the Bank, 
if so requested by the Bank, a notice in a form substantially similar to the 
Form of Notice to F&M Alliance Bank of Transfer of Interest in CD in Exhibit 
A (attached hereto and made a part hereof by this reference), such that 
right, title and interest in the Collateral shall be transferred to Debtor.

     5.   INDEMNITY.     The undersigned have requested that Bank sign the 
acknowledgement and agreement by Bank set forth below (the 
"Acknowledgement"), and Debtor, Racotek and WHOCC do hereby agree jointly and 
severally to indemnify the Bank and its directors, officers, employees and 
agents (collectively, the "Indemnified Parties") and hold the Indemnified 
Parties harmless against all losses, damages, claims, liabilities, costs, and 
expenses, including legal fees and expenses, (collectively "Damages") 
incurred or paid by any of the Indemnified Parties under or in connection 
with the Acknowledgement or this Security Agreement, except Damages arising 
our of the intentional misconduct or gross negligence of any of the 
Indemnified Parties.  Any amount owed to the Bank hereunder may be set off 
against the Collateral.  Debtor agrees that the Bank shall have no obligation 
to inquire into the propriety of any request by Secured Party for a 
withdrawal of any of the Collateral, and that the Bank may honor any such 
requests without the consent of or notice to Debtor.

6.   RELEASE.       Upon satisfaction of WHOCC'S Obligations (as that term is 
defined in the Loan Agreement dated as of March 2, 1998, in connection with 
the loan), GECC (or its successors in interest), upon written request of 
WHOCC, will release all of its claim to and interest in the Collateral by 
issuing to the Bank a notice in a form substantially similar to the Form of 
Notice to F&M Alliance Bank of Transfer of Interest in CD in EXHIBIT A 
(attached hereto and made a part hereof by this reference); PROVIDED, 
HOWEVER, failure by GECC to release its interest in the Collateral will not 
affect Debtor's right to receive proceeds under Section 2(f) above.

<PAGE>

IN WITNESS WHEREOF, Racotek, WHOCC and Debtor have caused this Security 
Agreement to be duly executed and delivered as of the date first above 
written.

SECURED PARTY:                     DEBTOR:

RACOTEK, INC.                           GREENTREE SOFTWARE, INC.
A Delaware corporation                  a New York corporation

By: /s/ Ian Nemerov                     By: /s/ Philip D. Wolf
   -----------------------------------     --------------------------------
Name: Ian Nemerov                       Name: Philip D. Wolf
     ---------------------------------       ------------------------------

Its: Secretary and Attorney             Its: Chief Financial Officer
    ----------------------------------      -------------------------------

WHOCC REAL ESTATE LIMITED PARTNERSHIP,  
A Delaware limited partnership

By: WHOCC Gen-Par, Inc.
     A Delaware corporation
     Its General Partner

     By: /s/ John F. Markey
        ------------------------------

     Name: John F. Markey
          ----------------------------
     Its: Senior Vice President - East
         -----------------------------

<PAGE>

                        ACKNOWLEDGEMENT AND AGREEMENT BY BANK

     Bank hereby acknowledges the existence of the foregoing Amended Security 
Agreement and agrees all requests by Secured Party (including, as applicable, 
by GECC only) to liquidate the Collateral (including the right to withdraw 
funds prior to the maturing and any applicable certificate of deposit subject 
to the payment of any early withdrawal penalty) will be honored by Bank and 
that Bank will forward all or any portion of the proceeds of the Collateral 
to Secured Party at Secured Party's written request.  Until Secured Party 
acknowledges in writing to Bank the complete satisfaction of the Obligations, 
Bank agrees that it will not forward the Collateral including any 
substitution or replacements thereof or any proceeds therefrom to any party 
without the written consent of Secured Party except that Bank may forward to 
Debtor any proceeds therefrom exceeding the then Minimum CD Amount in 
accordance with the procedures set forth in paragraph 2 (f) of the Security 
Agreement.  Bank further acknowledges that, upon receipt of a notice from 
GECC (or its successor in interest) in a Form of Notice to F&M Alliance Bank 
of Transfer of Interest in CD in EXHIBIT A (attached hereto and made a part 
of hereof by this reference), GECC will lose all of its interest in the 
Collateral.

                              F & M ALLIANCE BANK

                              By:
                                 ------------------------------------------
                              Its:
                                  -----------------------------------------

<PAGE>

                                      EXHIBIT A
                                          
        FORM OF NOTICE TO F & M ALLIANCE BANK OF TRANSFER OF INTEREST IN CD
                                 [ATTACHED HERETO]
                                          
                                          
<PAGE>

                       [FORM OF NOTICE TO F&M ALLIANCE BANK 
                           OF TRANSFER OF INTEREST IN CD]


                        General Electric Capital Corporation
                                292 Long Ridge Road
                                 Stamford, CT 06927
                                          
F & M Alliance Bank

-----------------------------
-----------------------------
Attn:
     ------------------------


               Re:  Issuance of Certificate of Deposit No.  [500101311-20 (or
                    replacement thereof)] (the "Certificate of Deposit")

Ladies and Gentleman:

     WHOCC currently has possession of the Certificate of Deposit for security
interest purposes in connection with a loan pursuant to a Loan Agreement dated
as of March 2, 1998, by and between GECC and WHOCC. We hereby inform you that
the Obligations of (WHOCC Real Estate Limited Partnership, Racotek, Inc.,
Greentree Software, Inc. or a successor in interest of any of the above) have
been satisfied and we hereby release relinquish all of our interest in the CD
and direct you to comply with (WHOCC, Racotek or Greentree's instructions
regarding the CD.

     By singing below, GECC releases any and all interest it has in the CD to
(WHOCC, Racotek, Greentree or successor in interest).

                              Sincerely,
                              GENERAL ELECTRIC CAPITAL
                              CORPORATION
                              A New York corporation

                              By:
                                 -----------------------------------------
                              Name:
                                   ---------------------------------------
                              Its:
                                  ----------------------------------------