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                                                                   Exhibit 10.31

                               AMENDMENT NO. 4 TO

                           LOAN AND SECURITY AGREEMENT

                  AMENDMENT NO. 4, dated as of January 21, 1999, 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").

                                    PREAMBLE

                  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 the
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 Security
Agreement, as previously amended by Amendment No. 3 to the Loan and Security
Agreement, is hereby further amended to change the amount of $4,750,000 set
forth in the tenth line of such Section to $5,750,000.

                  3. CONDITIONS. This Amendment shall become effective (and the
covenants set forth in Section 2 above shall 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 and 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 of 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 from this Amendment becoming effective in
accordance with its terms.

                        (b) Foothill shall have received a counterpart of this
Amendment, duly executed by the Borrower.
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                        (c) 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 as 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 shall be true and correct as of such earlier
date), and no Default or 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 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 


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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: MICHAEL JORGENSEN
                                --------------------------------
                                 EVP & CFO
                                 

                            FOOTHILL CAPITAL CORPORATION,
                            a California corporation


                             By: ERIK SAWYER
                                --------------------------------
                                 VICE PRESIDENT
                                 


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