EXECUTION VERSION

                               AMENDMENT NO. 2 TO
                           LOAN AND SECURITY AGREEMENT

            AMENDMENT NO. 2, dated as of September 30, 1998, to the LOAN AND
SECURITY AGREEMENT , DATED AS OF March 31, 1998 (the "Loan and Security
Agreement") between FOOTHILL CAPITAL CORPORATION, a California corporation, with
a place of business located at 11111 Santa Monica Boulevard, Suite 1500, Los
Angeles, California 90025-3333 ("Foothill"), and COMPUTRON SOFTWARE, INC., a
Delaware corporation, with its chief executive offices located at 301 Route 17
North, Rutherford, New Jersey 07070 (the "Borrower")

                                   Presemble

            The Borrower has requested Foothill to amend the Loan and Security
Agreement to change the amount set forth in the Loan and Security Agreement as a
limitation on loans and advances permitted to be made by Borrower to its
wholly-owned Subsidiaries. Accordingly, the Borrower and Foothill hereby agree
as follows:

            1. Definitions.  All terms used herein which are defined in the Loan
and Security Agreement and not otherwise defined herein are used herein as
defined therein.

            2. Investments.  Section 7.13 of the Loan and Securty Agreement is
hereby amended to change the amount of $3,000,000 set forth in the tenth line of
such Section to $4,250,000.

            3. Conditions. This Amendment shall become effective (and the
covenants set forth in Section 2 above be applicable as of the date of this
Amendment) only upon satisfaction in full of the following conditions precedent
(the date upon which all such conditions have been satisfied being herein called
the "Effective Date");

            (a) The representations and warranties contained in this Amendment
in Section 5 of the Loan and Security Agreement and each other Loan Document
shall be correct on and as of the Effective Date as though made on and as such
date (except where such representations and warranties relate to an earlier date
in which case such representations and warranties shall be true and correct as
of such earlier date); no Default or Event of Default shall have occurred
(assuming Section 7.13 is amended as set forth above) and be continuing on the
Effective Date or result form this Amendment becoming effective in accordance
with its terms.
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                  (b) Foothill shall have received a counterpart of this
Amendment, duly executed by the Borrower.

                  (c) The Borrower shall have provided to Foothill projections
with respect to the anticipated amount of the Borrowing Base ( as defined in
Section 2.1(a) of the Loan and Security Agreement) for the next 90 days, in form
and substance reasonably acceptable to Foothill.

                  (d) All legal matters incident to this Amendment shall be
satisfactory to Foothill and its counsel.

            4. Representations and Warranties. The Borrower hereby represents
and warrants to Foothill me follows:

                  (a) The Borrower (i) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and (ii)
has all requisite corporate power, authority and legal right to execute, deliver
and perform this Amendment, and to perform the Loan and Security Agreement, as
amended hereby.

                  (b) The execution, delivery and performance of this Amendment
by the Borrower, and the Performance by the Borrower of the Loan and Security
Agreement, as amended hereby (i) have been duly authorized by all necessary
corporate action, (ii) do not and will not contravene its charter or by-laws or
any applicable law, and (iii) except as provided in the Loan Documents, do not
and will not result in the creation of any Lien upon or with respect to any of
its respective properties.

                  (c) This Amendment and the Loan and Security Agreement, as
amended hereby, constitute the legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with its terms.

                  (d) No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority is required in connection
with the due execution, delivery and performance by the Borrower of this
Amendment and the performance by the Borrower of the Loan and Security Agreement
as amended hereby.

                  (e) The representations and warranties contained in Section 5
of the Loan and Security Agreement and each other Loan Document, after giving
effect to this Amendment, are correct on and as of the Effective Date as though
made on and as of the Effective Date (except to the extent such representations
and warranties expressly relate to an earlier date in which case such
representations and warranties such be true and correct as of such earlier
date), and no Default of Event of Default has occurred and is continuing on and
as of the Effective Date or will result from this Amendment becoming effective
in accordance with its terms.

            5. Continued Effectiveness of the Loan and Security Agreement and
Loan Documents. The Borrower hereby (i) confirms and agrees that each Loan
Document to which it


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is a party is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects except that on and after the Effective
Date of this Amendment all references in any such Loan Document to "the Loan and
Security Agreement", the "Agreement", "thereto", "thereof", "thereunder" or
words of like import referring to the Loan and Security Agreement shall mean the
Loan and Security Agreement as amended by this Amendment; and (ii) confirms and
agrees that to the extent that any such Loan Document purports to assign or
pledge to Foothill, or to grant a security interest in or Lien on, any
collateral as security for the obligations of the Borrower from time to time
existing in respect of the Loan and Security Agreement and the Loan Documents,
such pledge, assignment and/or grant of the security interest or Lien is hereby
ratified and confirmed in all respects.

            6. Miscellaneous.

                  (a) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

                  (b) Section and paragraph headings herein are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

                  (c) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of California.

                  (d) The Borrower will pay on demand all reasonable fees, costs
and expenses of Foothill in connection with the preparation, execution and
delivery of this Amendment including, without limitation, reasonable fees
disbursements and other charges of Schulte Roth & Zabel LLP, counsel to
Foothill.

                                        COMPUTRON SOFTWARE, INC.,
                                        a Delaware corporation


                                        By: /s/ Michael Jorgensen
                                            -------------------------
                                            Name: Michael Jorgensen
                                            Title: CFO


                                        FOOTHILL CAPITAL CORPORATION,
                                        a California corporation


                                        By: /s/ Erik R. Sawyer
                                            -------------------------
                                            Name: Erik R. Sawyer
                                            Title: Assistant Vice President


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