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[LOGO] BANK OF AMERICA                                   AMENDMENT TO DOCUMENTS

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                 AMENDMENT NO. 2 TO BUSINESS LOAN AGREEMENT

    This Amendment No. 2 (the "Amendment") dated as of December 31, 1997, is 
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between Bank of America NT & SA (the "Bank") and Claremont Technology Group, 
Inc. (the "Borrower").

                                 RECITALS

    A.  The Bank and the Borrower entered into a certain Business Loan 
Agreement dated as of August 21, 1997, (the "Agreement").

    B.  The Bank and the Borrower desire to further amend the Agreement.

                                 AGREEMENT

    1.  DEFINITIONS.  Capitalized terms used but not defined in this 
Amendment shall have the meaning given to them in the Agreement. 

    2.  AMENDMENTS.  The Agreement is hereby amended as follows:

         2.1  In Subparagraph 1.1(a) of the Agreement, the amount "Five 
              Million Dollars ($5,000,000)" is substituted for the amount "Two
              Million Dollars ($2,000,000)". 

         2.2  In Subparagraph 1.3(a) of the Agreement, the rate "Reference 
              Rate" is substituted for the rate "Reference Rate plus .25 
              percentage point". 

         2.3  In Paragraph 1.6 of the Agreement, the rate "Offshore Rate 
              plus 1.75 percentage points" is substituted for the rate "Offshore
              Rate plus 2.0 percentage points".

         2.4  In Paragraph 1.7 of the Agreement, the rate "LIBOR Rate plus 
              1.75 percentage points" is substituted for the rate "LIBOR 
              Rate plus 2.0 percentage points". 

         2.5  Subparagraph 5.3(a) of the Agreement is amended in its entirety 
              to read as follows:

                   (a)  The Borrower will repay principal and interest in 
                        Twenty successive monthly installments of Sixty 
                        Thousand Six Hundred Fifty Nine and 47/100 Dollars 
                        ($60,659.47) starting September 1, 1997. On 
                        March 31, 2000, the Borrower will repay the remaining 
                        principal balance plus any interest then due. 

         2.6  A new Article 5A is hereby added to the Agreement as follows:

                   5A.  FACILITY NO. 6: LINE OF CREDIT AMOUNT AND TERMS

                   5A.1 LINE OF CREDIT AMOUNT.

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                   (a)  During the availability period described below, the 
                        Bank will provide a line of credit to the Borrower. 
                        The amount of the line of credit (the "Facility No. 6 
                        Commitment") is Three Million Dollars ($3,000,000). 
                        Each advance shall be used to purchase equipment for 
                        use in the Borrower's business. All equipment acquired
                        with the proceeds of such advances shall be free and 
                        clear of any security interests, liens, encumbrances 
                        or rights of others except the security interests of 
                        the Bank under any security agreements required under 
                        this Agreement. Each request for an advance shall be 
                        accompanied by a detailed list of the equipment to 
                        be purchased with the proceeds of the advance, 
                        setting forth a brief description and the purchase 
                        price of the equipment to be purchased. The amount 
                        of each advance shall not exceed 75% of the purchase 
                        price of such equipment. 

                   (b)  This is a non-revolving line of credit with a term 
                        repayment option. Any amount borrowed, even if repaid 
                        before the end of the availability period, permanently
                        reduces the remaining available line of credit.

                   (c)  The Borrower agrees not to permit the outstanding 
                        principal balance of the line of credit to exceed the 
                        Facility No. 6 Commitment.

                   5A.2 AVAILABILITY PERIOD.

                   The line of credit is available between the date of this 
                   Agreement and September 1, 1998 (the "Expiration Date") 
                   unless the Borrower is in default.

                   5A.3 INTEREST RATE.

                   (a)  Unless the Borrower elects an Optional interest rate 
                        as described below, the interest rate is the Reference
                        Rate plus .25 percentage points. 

                   5A.4 REPAYMENT TERMS.

                   (a)  The Borrower will pay interest on February 1, 1998, 
                        and then monthly thereafter until payment in full of 
                        any principal outstanding under this line of credit. 

                   (b)  The Borrower will repay the principal amount 
                        outstanding on the Expiration Date in 36 successive 
                        equal monthly installments starting October 1, 1998. 
                        On September 1, 2001, the Borrower will repay the 
                        remaining principal balance plus any interest then 
                        due.

                   (c)  The Borrower may prepay the loan in full or in part 
                        at any time. The prepayment will be applied to the 
                        most remote installment of principal due under this 
                        Agreement. 

                   5A.5. OPTIONAL INTEREST RATES. Instead of the interest 
                   rate based on the Reference Rate, the Borrower may elect 
                   to have all or portions of the line of credit (during the 
                   availability period and during the term repayment period) 
                   bear interest at the rate(s) described below during an 
                   interest period agreed to by the Bank and the Borrower. 
                   Each interest rate is a rate per year. Interest will be 
                   paid on the first day of every month and on the last day of
                   each interest period. At the end of any interest period, 
                   the interest rate will revert to the rate based on the 
                   Reference Rate, unless the Borrower has designated another 
                   optional interest rate for the portion. 

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                   5A.6 LONG TERM RATE. The Borrower may elect to have all or 
                   portions of the principal balance of the term loan bear 
                   interest at the Long Term Rate, subject to the following 
                   requirements:

                   (a)  The interest period during which the Long Term Rate 
                        will be in effect will be one year or more.

                   (b)  The "Long Term Rate" means the fixed interest rate 
                        the Bank and the Borrower agree will apply to the 
                        portion during the applicable interest period. 

                   (c)  Each Long Term Rate portion will be for an amount not 
                        less than One Hundred Thousand Dollars ($100,000). 

                   (d)  Any portion of the principal balance of the term loan 
                        already bearing interest at the Long Term Rate will
                        not be converted to a different rate during its 
                        interest period. 

                   (e)  The Borrower may prepay the Long Term Rate portion in 
                        whole or in part in the minimum amount of One Hundred 
                        Thousand Dollars ($100,000). The Borrower will give 
                        the Bank irrevocable written notice of the Borrower's 
                        intention to make the prepayment, specifying the date 
                        and amount of the prepayment. The notice must be 
                        received by the Bank at least 5 banking days in 
                        advance of the prepayment. All prepayments of 
                        principal on the Long Term Rate portion will be 
                        applied on the most remote principal installment or 
                        installments then unpaid. 

                   (f)  Each prepayment of a Long Term Rate portion, whether
                        voluntary, by reason of acceleration or otherwise, will
                        be accompanied by payment of all accrued interest on the
                        amount of the prepayment and the prepayment fee
                        described below. 

                   (g)  The prepayment fee will be the sum of fees calculated 
                        separately for each Prepaid Installment, as follows: 

                        (i)  The Bank will first determine the amount of 
                             interest which would have accrued each month for 
                             the Prepaid Installment had it remained outstanding
                             until the applicable Original Payment Date, using
                             the Long Term Rate;

                        (ii) The Bank will then subtract from each monthly 
                             interest amount determined in (i), above, the 
                             amount of interest which would accrue for that 
                             Prepaid Installment if it were reinvested from 
                             the date of prepayment through the Original 
                             Payment Date, using the following rate: 

                        (A)  If the Original Payment Date is more than 5 years 
                             after the date of prepayment: the Treasury Rate 
                             plus one-quarter of one percentage point;

                        (B)  If the Original Payment Date is 5 years or less 
                             after the date of prepayment: the Money Market 
                             Rate.

                        (iii)     If (i) minus (ii) for the Prepaid 
                                  Installment is greater than zero, the Bank 
                                  will discount the monthly differences to 
                                  the date of prepayment by the rate used in 
                                  (ii) above. The sum of the discounted 
                                  monthly differences is the prepayment fee 
                                  for that Prepaid Installment. 

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                   (h)  The following definitions will apply to the 
                        calculation of the prepayment fee:

                   "Money Market" means the domestic certificate of deposit 
                   market, the eurodollar deposit market or other appropriate 
                   money market selected by the Bank.

                   "Money Market Rate" means the fixed interest rate per 
                   annum which the Bank determines could be obtained by 
                   reinvesting a specified Prepaid Installment in the Money 
                   Market from the date of prepayment through the Original 
                   Payment Date. 

                   "Original Payment Dates" mean the dates on which principal
                   of the Long Term Rate portion would have been paid if there
                   had been no prepayment. If a portion of the principal would
                   have been paid later than the end of the interest period in
                   effect at the time of prepayment, then the Original Payment
                   Date for that portion will be the last day of the interest
                   period.

                   "Prepaid Installment" means the amount of the prepaid 
                   principal of the Long Term Rate portion which would have 
                   been paid on a single Original Payment Date. 

                   "Treasury Rate" means the interest rate yield for U.S. 
                   Government Treasury Securities which the Bank determines 
                   could be obtained by reinvesting a specified Prepaid 
                   Installment in such securities from the date of prepayment
                   through the Original Payment Date. 

                   (i)  The Bank may adjust the Treasury Rate and Money 
                        Market Rate to reflect the compounding, accrual basis,
                        or other costs of the Long Term Rate portion. Each of 
                        the rates is the Bank's estimate only and the Bank is 
                        under no obligation to actually reinvest any 
                        prepayment. The rates will be based on information 
                        from either the TELERATE or REUTERS information 
                        services, THE WALL STREET JOURNAL, or other information 
                        sources the Bank deems appropriate. 

                   5A.7 OFFSHORE RATE. Borrower may elect to have all or 
                   portions of the principal balance of the line of credit 
                   bear interest at the Offshore Rate plus 2.00 percentage 
                   points. 

                   Designation of an Offshore Rate portion is subject to the 
                   following requirements:

                   (a)  The interest period during which the Offshore Rate 
                        will be in effect will be no shorter than 30 days and 
                        no longer than one year. The last day of the interest 
                        period will be determined by the Bank using the 
                        practices of the offshore dollar inter-bank market. 

                   (b)  Each Offshore Rate portion will be for an amount not 
                        less than Five Hundred Thousand Dollars ($500,000). 

                   (c)  The "Offshore Rate" means the interest rate 
                        determined by the following formula, rounded upward to 
                        the nearest 1/100 of one percent. (All amounts in the 
                        calculation will be determined by the Bank as of the 
                        first day of the interest period.)

                   Offshore Rate =       Grand Cayman Rate
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                                    (1.00 - Reserve Percentage)

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                   Where,

                        (i)  "Grand Cayman Rate" means the interest rate 
                             (rounded upward to the nearest 1/16th of one 
                             percent) at which the Bank's Grand Cayman Branch,
                             Grand Cayman, British West Indies, would offer 
                             U.S. dollar deposits for the applicable interest 
                             period to other major banks in the offshore 
                             dollar inter-bank market. 

                        (ii) "Reserve Percentage" means the total of the 
                             maximum reserve percentages for determining the 
                             reserves to be maintained by member banks of the 
                             Federal Reserve System for Eurocurrency 
                             Liabilities, as defined in the Federal Reserve 
                             Board Regulation D, rounded upward to the nearest
                             1/100 of one percent. The percentage will be 
                             expressed as a decimal, and will include, but 
                             not be limited to, marginal, emergency, 
                             supplemental, special, and other reserve 
                             percentages. 

                   (d)  The Borrower may not elect an Offshore Rate with 
                        respect to any portion of the principal balance of the 
                        line of credit which is scheduled to be repaid before 
                        the last day of the applicable interest period. 

                   (e)  Any portion of the principal balance of the line of 
                        credit already bearing interest at the Offshore Rate 
                        will not be converted to a different rate during its 
                        interest period. 

                   (f)  Each prepayment of an Offshore Rate portion, whether 
                        voluntary, by reason of acceleration or otherwise, 
                        will be accompanied by the amount of accrued interest 
                        on the amount prepaid, and a prepayment fee equal to 
                        the amount (if any) by which

                        (i)  the additional interest which would have been 
                             payable on the amount prepaid had it not been 
                             paid until the last day of the interest period, 
                             exceeds

                        (ii) the interest which would have been recoverable
                             by the Bank by placing the amount prepaid on 
                             deposit in the offshore dollar market for a 
                             period starting on the date on which it was 
                             prepaid and ending on the last day of the 
                             interest period for such portion. 

                   (g)  The Bank will have no obligation to accept an 
                        election for an Offshore Rate portion if any of the
                        following described events has occurred and is 
                        continuing:

                        (i)  Dollar deposits in the principal amount, and for 
                             periods equal to the interest period, of an 
                             Offshore Rate portion are not available in the 
                             offshore Dollar inter-bank market; or

                        (ii)  the Offshore Rate does not accurately reflect 
                              the cost of an Offshore Rate portion. 

                   5A.81.    LIBOR RATE. The Borrower may elect to have all 
                   or portions of the principal balance of the line of credit 
                   bear interest at the LIBOR Rate plus 2.00 percentage 
                   points.

                   Designation of a LIBOR Rate portion is subject to the 
                   following requirements:

                   (a)  The interest period during which the LIBOR Rate will 
                        be in effect will be 30, 60, 90, 180 or 365 days. The 
                        last day of the interest period will be determined by 
                        the Bank using the practices of the London inter-bank 
                        market. 

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                   (b)  Each LIBOR Rate portion will be an amount not less 
                        than Five Hundred Thousand Dollars ($500,000).

                   (c)  The Borrower shall irrevocably request a LIBOR Rate 
                        portion no later than 9:00 a.m. San Francisco time 
                        three (3) banking days before the commencement of the 
                        interest period.

                   (d)  The "LIBOR Rate" means the interest rate determined 
                        by the following formula, rounded upward to the 
                        nearest 1/100 of one percent. (All amounts in the 
                        calculation will be determined by the Bank as of the 
                        first day of the interest period.)

                   LIBOR Rate =        London Rate
                                --------------------------
                                (1.00 - Reserve Percentage)

              Where,

                        (i)  "London Rate" means the interest rate (rounded 
                             upward to the nearest 1/16th of one percent) at 
                             which the Bank's London Branch, London, Great 
                             Britain, would offer U.S. dollar deposits for the 
                             applicable interest period to other major banks 
                             in the London inter-bank market at approximately 
                             11:00 a.m. London time two (2) banking days before
                             the commencement of the interest period. 

                        (ii) "Reserve Percentage" means the total of the 
                             maximum reserve percentages for determining the 
                             reserves to be maintained by the member banks of 
                             the Federal Reserve System for Eurocurrency 
                             Liabilities, as defined in the Federal Reserve 
                             Board Regulation D, rounded upward to the nearest 
                             1/100 of one percent. The percentage will be 
                             expressed as a decimal, and will include, but not 
                             be limited to, marginal, emergency, supplemental, 
                             special, and other reserve percentages. 

                   (e)  The Borrower may not elect a LIBOR Rate with respect 
                        to any portion of the appreciable balance of the line 
                        of credit which is scheduled to be repaid before the 
                        last day of the applicable interest period. 

                   (f)  Any portion of the principal balance of the line of 
                        credit already bearing interest at the LIBOR Rate will 
                        not be converted to a different rate during its 
                        interest period. 

                   (g)  Each prepayment of a LIBOR Rate portion, whether 
                        voluntary, by reason of acceleration or otherwise, 
                        will be accompanied by the amount of accrued interest 
                        on the amount prepaid, and a prepayment fee equal to 
                        the amount (if any) by which:

                        (i)  the additional interest which would have been 
                             payable on the amount prepaid had it not been paid
                             until the last day of the interest period, exceeds

                        (ii) the interest which would have been recoverable 
                             by the Bank by placing the amount prepaid on 
                             deposit in the London inter-bank market for a 
                             period starting on the date on which it was 
                             prepaid and ending on the last day of the interest
                             period for such portion. 

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                   (h)  The Bank will have no obligation to accept an 
                        election for LIBOR Rate portion if any of the following
                        described events has occurred and is continuing:

                        (i)  Dollar deposits in the principal amount, and for 
                             periods equal to the interest period, of a LIBOR 
                             Rate portion are not available in the London 
                             inter-bank market; or

                        (ii) the LIBOR Rate does not accurately reflect the 
                             cost of a LIBOR Rate portion.

              2.6  Paragraph 6.1 of the Agreement is amended in its entirety 
                   to read as follows:

                   (a)  FACILITY NO. 1 UNUSED COMMITMENT FEE. The Borrower 
                        agrees to pay a fee on any difference between the 
                        Facility 1 Commitment and the amount of credit it 
                        actually uses, determined by the weighted average loan 
                        balance maintained during the specified period. The 
                        fee will be calculated at .20% per year. This fee is 
                        paid quarterly in arrears. 

                   (b)  FACILITY NO. 6 LOAN FEE. The Borrower agrees to pay a 
                        Three Thousand Seven Hundred Fifty Dollar ($3,750) fee 
                        due upon execution of this Agreement. 

              2.7  Paragraph 11.4 of the Agreement is amended in its entirety 
                   to read as follows:

                   TANGIBLE NET WORTH. To maintain on a consolidated basis 
                   tangible net worth equal to at least Thirty Million Dollars 
                   ($30,000,000) plus 75% of any new equity issued after 
                   December 31, 1997. 

                   "Tangible net worth" means the gross book value of the 
                   Borrower's assets (excluding goodwill, patents, trademarks, 
                   trade names, organization expense, treasury stock, 
                   unamortized debt discount and expense, deferred research 
                   and development costs, deferred marketing expenses, and 
                   other like intangibles) less total liabilities, including 
                   but not limited to accrued and deferred income taxes, and 
                   any reserves against assets. 

              2.8  Paragraph 11.5 of the Agreement is amended in its 
                   entirety to read as follows:

                   PROFITABILITY. Not to incur on a consolidated basis a net 
                   loss after taxes and extraordinary items during any two 
                   consecutive fiscal quarters, and to maintain on a 
                   consolidated basis a positive net income after taxes and 
                   extraordinary items as of fiscal year end. 

              2.9  A new Paragraph 11.5A is hereby added to the Agreement as 
                   follows:  

                   MAXIMUM FUNDED DEBT TO CAPITALIZATION. To maintain Maximum 
                   Funded Debt to Capitalization of 50%.

                   "Funded Debt" is defined as the sum of all interest 
                   bearing indebtedness plus capital lease obligations plus 
                   outstanding letters of credit plus any obligations 
                   guaranteed by the Borrower.

                   "Capitalization" is defined as the sum of Funded Debt plus 
                   Consolidated Net Worth.

                   "Consolidated Net Worth" is defined as shareholders' 
                   equity, as defined according to generally accepted 
                   accounting principles. 

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    3.   EFFECT OF AMENDMENT.  Except as provided in this Amendment, all of 
the terms and conditions of the Agreement shall remain in full force and 
effect. 

         This Amendment is executed as of the date stated at the beginning of 
this Amendment. 


   BANK OF AMERICA NT & SA                     CLAREMONT TECHNOLOGY GROUP, INC.



   X   /s/ Robert Countryman                   X   /s/ Barbara A. Chiapuzio
       ---------------------                       -------------------------
   By:     Robert Countryman                   By:     Barbara A. Chiapuzio
   Title:  Vice President                      Title:  Vice President

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