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                                    [LOGO] ROYAL BANK

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                                    ROYAL BANK OF CANADA
                                    Information Technology
                                    York Technology Banking Group
                                    260 East Beaver Creek Road, 2nd Floor
                                    Richmond Hill, Ontario L4B 3M3

                                    Fax: (905) 764-4361
PRIVATE AND CONFIDENTIAL
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May 2, 2000


CHANGEPOINT CORPORATION
1595 16th Avenue, Suite 700
Richmond Hill, Ontario
L4B 3N9

Attention: Mr. John Anhang
           Vice-President and Chief Financial Officer
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Dear Sirs:

We confirm our Letter Agreement dated March 23, 2000 for Changepoint Corporation
is amended as follows:

Page 1) AMOUNTS -          AMEND TO READ:

                           Segment (1) $5,000,000.

Page 3) OTHER FEES -       ADD:
                           STANDBY FEE
                           A standby fee equal to 1/4 of 1% per annum calculated
                           on the unused portion of Segment (1) is payable
                           monthly in arrears.

                           ARRANGEMENT FEE
                           An arrangement fee of $15,000 is payable upon
                           acceptance of this agreement. The arrangement fee is
                           non-refundable and will be deemed to have been
                           earned by the Bank upon acceptance of this offer,
                           to compensate for time, effort and expense incurred
                           by the Bank to approve these facilities.

Page 4) COLLATERAL
        SECURITY:  -       AMEND TO READ:

                           Guarantee and Postponement of Claim in the amount of
                           $6,000,000 signed by Changepoint Inc. (USA
                           subsidiary). Supported by:
                           - Directors' Resolution
                           - Letter from U.S. Counsel confirming validity and
                             enforceability of the Guarantees in the United
                             States.

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CHANGEPOINT CORPORATION
May 2, 2000                                                               Page 2
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Page 5) REPRESENTATIONS
        AND WARRANTIES: -    ADD:
                             (c) all Potential Preferred Claims have been paid
                                 or remitted as of the date of this agreement.

Page 7) BORROWER'S CONSENT - ADD:
                             The Borrower hereby grants permissions to any
                             entity having information of the following nature
                             to release to the Bank, solely for the purpose of
                             assisting the Bank to evaluate the financial
                             condition of the Borrower, all information in such
                             entity's possession relating to "employee source
                             deductions" that the Borrower may be required to
                             make, including with respect to federal and Quebec
                             income tax, the Canada Pension Plan, the Quebec
                             Pension Plan, and employement insurance. The
                             foregoing permission shall remain in force as long
                             as (i) Credit Facilities from the Bank are at the
                             Borrower's disposal; or (ii) any balance thereof
                             remains outstanding.

In all other respects the Letter Agreement is hereby ratified and confirmed and
all terms and conditions of the Letter Agreement shall remain in full force and
effect. All capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Letter Agreement.

If this Amending Agreement is acceptable, kindly sign and return the attached
copy to the Bank. If acceptance of this Amending Agreement has not been received
by May 19, 2000, it will be considered null and void.

Yours truly,

A.F. LAVISTA

A.F. LaVista
Senior Account Manager

We acknowledge and accept the within terms and conditions.

CHANGEPOINT CORPORATION

Per: /s/ GERRY SMITH              Date: May 10/2000
     ------------------------           ------------------
Name: Gerry Smith
Title: President/CEO

Per: /s/ JOHN ANHANG              Date: May 10/2000
     ------------------------           ------------------
Name: John Anhang
Title: CFO

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CHANGEPOINT CORPORATION
May 2, 2000                                                               Page 3
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We acknowledge and accept the terms and conditions.

CHANGEPOINT INC. (GUARANTOR)

Per: /s/ GERRY SMITH              Date: May 10/2000
     ------------------------           ------------------
Name: Gerry Smith
Title: President/CEO

Per: /s/ JOHN ANHANG              Date: May 10/2000
     ------------------------           ------------------
Name: John Anhang
Title: CFO