<PAGE>

                                 AMENDING AGREEMENT

This AMENDING AGREEMENT is made this 31st day of March, 2000 between PROTEGE
VIRTUAL MANAGEMENT LIMITED (formerly Protege Software Limited) ("Protege") and
CHANGEPOINT CORPORATION ("Changepoint")

     WHEREAS Protege and Changepoint are parties to a Professional Services
Agreement made the 30th day of December, 1999 (the "Agreement"); and

     WHEREAS Changepoint and Protege have agreed to amend the Agreement on the
terms set forth below (the Agreement, as amended by this Amending Agreement, is
referred to herein as the "Amended Agreement");

     NOW THEREFORE for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by the parties), the parties agree
as follows:

1.   Clause 4(F) of Schedule B of the Agreement is deleted in its entirety and
is replaced with the following:

     The Corporate Bonus shall be calculated in respect of each calendar
     quarter and shall be paid (together with any applicable VAT subject to
     submission of an appropriate invoice) within thirty (30) days of the
     end of each calendar quarter.

2.   Clause 7 of Schedule B is deleted in its entirety and is replaced with the
     following:

     7.   SHARE OPTIONS TO CONTRACTOR

          (a)   As partial consideration for the Professional Services to
                be provided by the Contractor hereunder, the Client Company
                hereby grants to Contractor a share option (in this Clause
                7(a) the "Share Option") under the terms of the Client
                Company's Stock Option Plan (the 1999 Stock Option Plan)
                modified as set out herein and on the terms provided below.
                In the event of any inconsistency between the terms of this
                Clause 7 of Schedule B and the Client Company Stock Option
                Plan (the "Plan"), the terms of this Clause 7 shall
                prevail.

          (b)   The Share Option shall be for one hundred and twenty
                thousand (120,000) common shares of the Client Company (the
                "Shares") with an exercise price of Cdn$2.45 per share (the
                option in respect of each Share is referred to as the
                "Option").

          (c)   The Options shall be granted on March 31, 2000, and shall
                vest and be exercisable upon granting.  Client Company

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                shall give a Certificate of Grant of Option and a blank
                Option Exercise Form to Contractor upon execution of this
                Amending Agreement by both parties.  The Options shall
                expire on April 14, 2000.  The Contractor shall be deemed
                to have exercised the Options if and when Client Company
                receives the aggregate exercise price (120,000 x Cdn$2.45 =
                Cdn$294,000) and a completed Option Exercise Form from
                Contractor.

          (d)   The Options shall not  be affected by any termination of
                the Agreement, but shall survive any such termination
                regardless of the reason therefore.

          (e)   The Contractor agrees to become a party to any unanimous
                shareholders agreement then in effect among all of the
                shareholders of the Client Company, such that the
                Contractor will be subject to the same obligations
                hereunder as applied to all other shareholders of the
                common shares of the Client Company and will be entitled to
                the same benefits thereunder afforded to the other same
                shareholders.  The unanimous shareholders agreement shall
                be entered into before any Shares are issued to the
                Contractor.

          (f)   Notwithstanding anything contained herein or in the Plan,
                Section 5.5 and 6.1(b) of the Plan shall not apply to the
                grant of the Options, to the Options nor to the exercise
                thereof.  Subject to the forgoing, Client Company agrees to
                treat the Options issued to Contractor on the same basis as
                it treats options granted to other persons under the Plan.


3.   Clause 4(C)(iii) of Schedule B of the Agreement is deleted in its entirety
     and is replaced by the following:

     "(iii)     where this Agreement is terminated by the Client Company
     pursuant to Clause 7(e) of the Agreement, the Contractor will retain
     the Corporate Bonus for the periods prior to the termination, but
     there shall be no Corporate Bonus in respect of the Termination Period
     or other compensation whatsoever related to the termination for
     convenience.  The Contractor acknowledges that the Share Option
     granted pursuant to Clause 7 of Schedule B is in lieu of any monetary
     compensation arising from such termination.

4.   Clause 7(e) of the Agreement is amended to state:

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                                      -3-

     This Agreement may be terminated by the Client Company for convenience
     upon not less than thirty (30) days prior written notice and in such
     event the Contractor shall become entitled to the Corporate Bonus
     referred to in Clause 4(c)(iii) of Schedule B of the Agreement as the
     sole and exclusive remedy of Contractor arising from such termination.

6.   The laws of the Province of Ontario shall govern this Amending Agreement
     (other than its conflict of law rules) and the parties hereby submit and
     attorn to the non-exclusive jurisdiction of the courts of the Province of
     Ontario for any action arising out of or relating to this Amending
     Agreement.

7.   The Agreement and the Amending Agreement comprise the entire agreement
     between the parties.  Any amendment hereto or thereto must be made in
     writing and signed by both the Client Company and the Contractor.

8.   Neither party shall assign its rights or obligations under this Amending
     Agreement, unless it first obtains the prior written consent of the other
     party, such consent not to be unreasonably withheld.

9.   Capitalized terms not defined herein will have the meaning ascribed to them
     in the Agreement.


Dated at __________________________ this _______day of __________________


_______________________________________

duly authorised for and on behalf of
CHANGEPOINT CORPORATION
of 1595 Sixteenth Avenue, Ste 700,
Richmond Hill, Ontario, Canada


Dated at __________________________ this _______day of __________________,


_______________________________________

duly authorized for and on behalf of
PROTEGE VIRTUAL MANAGEMENT LIMITED
of Kinetic Centre, Theobald Street,
Borehamwood, Hertfordshire WD6 4PJ