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                                                                    EXHIBIT 10.3

                                   AMENDMENT

         THIS AMENDMENT (this "Amendment") is entered into as of March 31,
1999, by and among Cooperative Computing, Inc., a Delaware corporation formerly
known as Triad Systems Corporation ("CCI/Triad"), Triad Systems Financial
Corporation, a California corporation ("TSFC"), CCI/Triad Financial Holding
Corporation, a California corporation ("SPE"), and Heller Financial Leasing,
Inc., a Delaware corporation ("Lender").

                                  INTRODUCTION

         A. SPE and Lender's predecessor in interest are parties to that
certain Master Loan and Security Agreement Form dated as of January 1, 1997
(said Agreement as amended to date, the "SPE Loan Agreement").

         B. TSFC and Lender's predecessor in interest are parties to that
certain Loan and Security Agreement dated as of September 1, 1994 (said
Agreement, as amended to date, the "TSFC Loan Agreement").

         C. CCI/Triad, SPE, TSFC and Lender's predecessor in interest are
parties to that certain Operating and Support Agreement dated as of January 1,
1997 (the "SPE Support Agreement").

         D. CCI/Triad, TSFC and Lender's predecessor in interest are parties to
that certain Operating and Support Agreement dated as of September 1, 1994 (the
"TSFC Support Agreement").

         E. The respective parties desire to amend the SPE Loan Agreement and
the TSFC Loan Agreement as set forth below and to provide for a full recourse
Discount Facility Loan (as defined in the SPE Loan Agreement) to SPE by Lender
pursuant to Section 3.12 of the SPE Loan Agreement.

         NOW THEREFORE, in consideration of the foregoing and other valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:

         1. Section 1 of the SPE Loan Agreement is hereby amended by adding the
following defined terms at the end of that Section:

                  "1.38 "TSFC Loan Agreement" - the Loan and Security Agreement
                  dated as of September 1, 1994 between TSFC and Lender, as
                  amended from time to time."

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         2. Section 1 of the SPE Loan Agreement and Schedule 1 thereto are
hereby amended by changing the Anniversary Date to be January 1, 2000.


         3. The second  sentence of Section 8.4 of the SPE Loan  Agreement is
hereby amended in its entirety to read as follows:


         "The liability of SPE under this Section 8.4 on any Loan Repayment
         Date shall not exceed an amount equal to (i) ten percent (10%) of the
         aggregate initial principal amount of Loans (excluding full recourse
         Loans made under Section 3.12 of this Agreement) made under this
         Agreement and all loans made to TSFC by Lender under the TSFC Loan
         Agreement (excluding full recourse loans made under Section 3.12 of
         the TSFC Loan Agreement), each as of such Loan Repayment Date plus
         (ii) the aggregate Standard Cost of all Equipment remarketed pursuant
         to Section 10 of this Agreement and the aggregate Standard Cost of all
         Equipment (as such terms are defined in the TSFC Loan Agreement)
         remarketed pursuant to Section 10 of the TSFC Loan Agreement, each as
         of such Loan Repayment Date minus (iii) the aggregate Loan Repayment
         Amounts paid by SPE to Lender pursuant to this Section 8.4 with
         respect to Discount Facility Loans and the aggregate loans repaid by
         TSFC to Lender under Section 8.4 of the TSFC Loan Agreement, each as
         of such Loan Repayment Date minus (iv) without double counting the
         amounts described in clause (iii), the aggregate of all cure amounts
         paid by SPE to Lender on behalf of Lessees with respect to Leases
         financed by Discount Facility Loans which Lender has demanded to be
         repaid under this Section 8.4 on such Loan Repayment Date to the
         extent SPE has been unable to collect such amounts from such Lessees
         and the aggregate amounts paid by TSFC to Lender described in clause
         (iv) of the second sentence of Section 8.4 of the TSFC Loan Agreement,
         each as of such Loan Repayment Date, plus (v) the aggregate initial
         principal amount of all full recourse loans made to SPE under Section
         3.12 of this Agreement and made to TSFC under Section 3.12 of the TSFC
         Loan Agreement, minus (vi) without double counting any of the
         foregoing amounts, the aggregate amount of principal repaid to Lender
         as of such Loan Repayment Date with respect to full recourse loans
         referenced in clause (v), which principal payments were required to be
         made as a result of a lessee default under Section 3.12 of this
         Agreement or Section 3.12 of the TSFC Loan Agreement (the "Net Loss
         Pool"). Notwithstanding the foregoing, SPE shall not be liable for
         loans made to TSFC."

         The last sentence of Section 3.12 of the SPE Loan Agreement is hereby
deleted.

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         4. Section 1 of the TSFC Loan Agreement is hereby amended by adding
the following defined terms at the end of that Section:

         1.39 "SPE" - CCI/Triad Financial Holding Corporation, a California
         corporation.

         1.40 "SPE Loan Agreement" - the Master Loan and Security Agreement
         form dated as of January 1, 1997, between Lender and SPE, as amended
         from time to time."

         5. The second sentence of Section 8.4 of the TSFC Loan Agreement is
hereby amended in its entirety to read as follows:

         "The liability of TSFC under this Section 8.4 on any Loan Repayment
         Date shall not exceed (i) ten percent (10%) of the aggregate initial
         principal amount of all Loans (excluding full recourse Loans made
         under Section 3.12 of this Agreement) made under this Agreement and
         all loans made to SPE by Lender under the SPE Loan Agreement
         (excluding full recourse loans made under Section 3.12 of the SPE Loan
         Agreement), each as of such Loan Repayment Date plus (ii) the
         aggregate Standard Cost of all Equipment remarketed pursuant to
         Section 10 of this Agreement and the aggregate Standard Cost of all
         Equipment (as such terms are defined in the SPE Loan Agreement)
         remarketed pursuant to Section 10 of the SPE Loan Agreement, each as
         of such Loan Repayment Date minus (iii) the aggregate Loan Repayment
         Amounts paid by TSFC to Lender pursuant to this Section 8.4 with
         respect to Discount Facility Loans and the aggregate loans repaid by
         SPE to Lender under Section 8.4 of the SPE Loan Agreement, each as of
         such Loan Repayment Date minus (iv) without double counting the
         amounts described in clause (iii), the aggregate of all cure amounts
         paid by TSFC to Lender on behalf of Lessees with respect to Leases
         financed by Discount Facility Loans which Lender has demanded to be
         repaid under this Section 8.4 on such Loan Repayment Date to the
         extent TSFC has been unable to collect such amounts from such Lessees
         and the aggregate amounts paid by SPE to Lender described in clause
         (iv) of the second sentence of Section 8.4 of this SPE Loan agreement,
         each as of such Loan Repayment Date, plus (v) the aggregate amount of
         all full recourse loans made to TSFC under Section 3.12 of this
         Agreement and made to SPE under Section 3.12 of the SPE Loan
         Agreement, minus (vi) without double counting any of the foregoing
         amounts, the aggregate amount of principal repaid to Lender as of such
         Loan Repayment Date with respect to full recourse loans referenced in
         clause (v), which principal payments were required to be made as a
         result of a lessee default under Section 3.12 of this Agreement or
         Section 3.12 of the SPE Loan Agreement (the "Net Loss Pool")."

         The last sentence of Section 3.12 of the TSFC Loan Agreement is hereby
         deleted.

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         6. Exhibit E of the SPE Loan Agreement is hereby deleted and replaced
with the Exhibit E attached hereto as Attachment 1.

         7. Exhibit E to the TSFC Loan Agreement is hereby deleted and replaced
with the Exhibit E attached hereto as Attachment 2.

         8. The Discount Facility Loan being made to SPE by Lender on or about
the date hereof in the principal amount of One Million Eight Hundred Twenty-One
Thousand Eight Hundred Twenty-Four and 07/100ths Dollars ($1,821,824.07) shall
constitute a full recourse Loan (as defined in the SPE Loan Agreement) under
Section 3.12 of the SPE Loan Agreement, and shall be further evidenced by a
Full Recourse Promissory Note in the form attached hereto as Attachment 3.

         9. Section 12.2 of each of the SPE Loan Agreement and the TSFC Loan
Agreement are hereby amended by providing that copies of notices sent to SPE or
TSFC, respectively, under such agreements, shall also be sent to: Walter
Bissex, Cooperative Computing, Inc., 6207 Bee Cave Road, Austin, Texas 78746.

         10. CCI/Triad, TSFC and SPE, as parties to the SPE Support Agreement,
and CCI/Triad and TSFC, as parties to the TSFC Support Agreement, agree and
consent to all of the foregoing amendments to the SPE Loan Agreement and the
TSFC Loan Agreement, respectively, and further agree that the SPE Support
Agreement and the TSFC Support Agreement continue in full force and effect with
Lender succeeding to all of the rights and obligations of Heller Financial,
Inc. thereunder.

         11. As amended hereby, the SPE Loan Agreement and the TSFC Loan
Agreement each continue in full force and effect with Lender succeeding to all
of the rights and obligations of Heller Financial, Inc. thereunder.

         12. This Amendment may be executed in any number of separately
executed counterparts, all of which taken together shall constitute a single
instrument.

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their duly authorized officers as of the date
first above written.



COOPERATIVE COMPUTING, INC.         TRIAD SYSTEMS FINANCIAL
                                    CORPORATION

By  /s/WALTER EARL BISSEX           By  /s/MATTHEW HALE
Its Vice President                  Its President

CCI/TRIAD FINANCIAL HOLDING         HELLER FINANCIAL LEASING, INC.

By  /s/MATTHEW HALE                 By  /s/GARY W. LOMONACO
Its President                       Its Sr. Vice President


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