AMENDMENT NO. 9 TO
                           LOAN AND SECURITY AGREEMENT


     AMENDMENT NO. 9, dated as of March 30, 2001 (this "Amendment"), to the LOAN
AND SECURITY AGREEMENT,  dated as of September 30, 1998 (as amended by AMENDMENT
NO. 1 dated as of  September,  1999,  AMENDMENT  NO. 2 AND  WAIVER,  dated as of
September,  1999,  AMENDMENT NO. 3, dated as of December 13, 1999, AMENDMENT NO.
4, dated as of January 12,  2000,  AMENDMENT  NO. 5, dated as of March 24, 2000,
AMENDMENT NO. 6, dated as of May 26, 2000, AMENDMENT NO. 7, dated as of July 17,
2000 and AMENDMENT NO. 8 AND WAIVER,  dated as of August 11, 2000 (as amended to
date) as hereafter  modified,  amended  and/or  restated from time to time,  the
"Loan and Security Agreement"), among FOOTHILL CAPITAL CORPORATION, a California
corporation  ("Foothill") and TEKINSIGHT  SERVICES INC., a Delaware  corporation
("Borrower").



                                    Preamble

     Pursuant  to the  Loan  and  Security  Agreement,  Foothill  established  a
revolving line of credit for the benefit of Borrower.  Pursuant to Amendment No.
8 and  Waiver,  the  parties  agreed to  negotiate  during  the  120-day  period
following the Effective Date (as defined in the Eighth Amendment) with a view to
entering into a replacement loan and security  agreement.  Whereas,  the 120-day
period expired as of December 12, 2000, the parties  entered into Amendments No.
1, 2, 3, 4 and 5 to Amendment  No. 8 and Waiver to, among other  things,  extend
such date  further.  Whereas such date  expires on the date hereof,  the parties
hereto now desire to extend the term of the Loan and Security Agreement to March
31,  2002,  to amend the  EBITDA  financial  covenant  and to  include a minimum
Availability  requirement,  in each case on the terms and  conditions  set forth
herein. Accordingly, 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.       Changes to Definitions.


                           (a)    Section 1.1 of the Loan and Security Agreement
is  hereby  amended  by  adding  the  following  definitions,  in    appropriate
alphabetical order:

                                    "'Amendment  No.  9  to  Loan  and Security
Agreement' means  Amendment  No. 9, dated as of March 30, 2001, to Loan and
Security Agreement, among Borrower and Foothill."

                                   "'Maturity Date' has the meaning set forth in
Section 3.4."

<PAGE>

                           (b)    Section 1.1 of the Loan and Security Agreement
is hereby amended by deleting the definitions of "Early Termination Premium and
"Renewal Date" in their entirety.

                  3.       Term.  Section 3.4 of the Loan and Security Agreement
is hereby amended in its entirety to read as follows:

                           "3.4       Term. This Agreement shall become
                  effective upon the execution and delivery hereof by Borrower
                  and Foothill and shall continue in full force and effect for a
                  term ending on March 31, 2002 (the "Maturity Date"). The
                  foregoing notwithstanding, Foothill shall have the right to
                  terminate its obligations under this Agreement immediately and
                  without notice upon the occurrence and during the continuance
                  of an Event of Default."

                  4.       Effect of Termination.    Section 3.5 of the Loan and
Security Agreement is hereby amended in its entirety to read as follows:

                           "3.5       Effect of Termination. On the date of
                  termination of this Agreement, all Obligations (including
                  contingent reimbursement obligations of Borrower with respect
                  to any outstanding Letters of Credit) immediately shall become
                  due and payable without notice or demand. No termination of
                  this Agreement, however, shall relieve or discharge Borrower
                  of Borrower's duties, Obligations, or covenants hereunder, and
                  Foothill's continuing security interests in the Collateral
                  shall remain in effect until all Obligations have been fully
                  and finally discharged and Foothill's obligation to provide
                  additional credit hereunder is terminated."

                  5.     Early Termination by Borrower.  Section 3.6 of the Loan
and Security Agreement is hereby amended in its entirety to read as follows:

                           "3.6       Early Termination by Borrower.
                  Notwithstanding Section 3.4, Borrower has the option, at any
                  time upon 90 days prior written notice to Foothill, to
                  terminate this Agreement by paying to Foothill, in cash, the
                  Obligations (including, but not limited to, the unpaid balance
                  of the Accommodation Fee (as defined in Amendment No. 9 to
                  Loan and Security Agreement), an amount equal to 102% of the
                  undrawn amount of the Letters of Credit, and any Obligations
                  that become due and payable during such 90 day period), in
                  full, provided that, Borrower shall not be required to pay any
                  fee for the privilege of exercising its rights under this
                  Section 3.6."

                  6.       Termination Upon Event of Default. Section 3.7 of the
Loan  and  Security  Agreement  is  hereby  amended  in  its entirety to read as
follows:

                           "3.7     Intentionally Omitted."
<PAGE>

                  7.       Financial Covenants.

                           (a)        Section  7.20(a) of the Loan and Security
Agreement is hereby amended in its entirety to read as follows:

                                    "(a)      EBITDA: EBITDA, measured at the
                           end of each calendar quarter, of not less than the
                           required amount set forth in the following table for
                           the applicable period set forth opposite thereto:


                                  Calendar Quarter Ending:               EBITDA

                             June 30, 2001                            $500,000

                             September 30, 2001                       $500,000

                             December 31, 2001                        $500,000

                             March 31, 2002                           $500,000;"

                           (b)   Section 7.20 of the Loan and Security Agreement
is hereby amended by replacing the period at the end thereof with the following"
; or" and adding the following new paragraph (c):

                                "(c)  Minimum Availability: minimum Availability
of $100,000 at all times."

                  8.      Notices.  The address for Schulte Roth & Zabel LLP set
forth in Section 13 of the Loan  and  Security  Agreement  is  hereby amended by
deleting "900 Third Avenue" and substituting in lieu thereof "919 Third Avenue".

                  9.       Conditions and Covenants.

                           (a)       This  Amendment shall become effective only
upon satisfaction in full of the  following conditions precedent (the first date
upon which all such conditions  have  been  satisfied  being  herein  called the
"Effective Date"):

                                    (i)       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 and be  continuing on the Effective Date or
result from this Amendment becoming effective in accordance with its terms.

                                    (ii)    Foothill shall have received two (2)
counterparts of this Amendment, duly executed by Borrower and Parent.
<PAGE>

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

                  10. Representations and Warranties. Borrower hereby represents
and warrants to Foothill as follows:

                           (a)     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 Borrower,  and the performance by 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 Borrower, enforceable against 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 or other Person
is required in connection  with the due execution,  delivery and  performance by
Borrower  of this  Amendment  and the  performance  by  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 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.

                  11.           Continued Effectiveness of the Loan and Security
Agreement and Loan Documents.  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,  (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
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,  and
(iii) confirms that Foothill is authorized,  at its option, without prior notice

<PAGE>

to Borrower, to charge any fees payable by Borrower pursuant to Section 12(e) of
this Amendment to Borrower's Loan Account.

                  12.      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.  Delivery of an executed  counterpart of
this Amendment by telefacsimile  shall be equally as effective as delivery of an
original executed counterpart of this Amendment.

                           (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 New York.

                           (d)        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.

                           (e)   In consideration of the willingness of Foothill
to enter into this Amendment and to consummate the transactions  contemplated to
occur hereunder, and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, Borrower irrevocably agrees to pay
in cash to Foothill,  a  non-refundable  accommodation  fee (the  "Accommodation
Fee") in the amount of $200,000, which shall be deemed to be fully earned on the
date of this Amendment,  but shall be payable in  installments  as follows:  (A)
$25,000 on each of April 1, 2001, May 1, 2001, June 1, 2001 and July 1, 2001 and
(B) $100,000 on March 31, 2002 (the "Final Installment"); provided however, that
the  Final  Installment  will  be  waived  by  Foothill  if in  Foothill's  sole
discretion  Foothill extends the Maturity Date until March 31, 2004, pursuant to
terms and conditions  acceptable to Foothill in its sole  discretion,  including
without limitation,  the inclusion of an early termination  premium,  which such
early termination premium shall be in an amount equal to two percent (2%) of the
Maximum Revolving Amount then in effect if the Loan and Security Agreement shall
be  terminated  at any time  after  March 31,  2002 but on or prior to March 31,
2003, and one percent (1%) of the Maximum Revolving Amount then in effect if the
Loan and Security Agreement shall be terminated at any time after March 31, 2003
but on or prior to March 31, 2004.



                  [Remainder of Page Intentionally Left Blank]





<PAGE>







                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered as of the date set forth on the first
page hereof.


                            TEKINSIGHT SERVICES INC.,
                             a Delaware corporation


                             By:
                                  ----------------------------------------------
                                      Name:
                                      Title:



                            FOOTHILL CAPITAL CORPORATION,
                            a California corporation


                            By:
                                   ---------------------------------------------
                                     Name:
                                     Title:




Acknowledged and Agreed upon
as of this 30th day of March, 2001

TEKINSIGHT.COM,
a Delaware corporation, as Guarantor



By:
     ------------------------------------------------
      Name:
      Title: