TEKINSIGHT COM INC
AMENDMENT NO.3 TO NO. 8
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>AMENDMENT NO.3 TO NO. 8
<TEXT>


                               AMENDMENT NO. 3 TO
                          AMENDMENT NO. 8 AND WAIVER TO
                           LOAN AND SECURITY AGREEMENT

     AMENDMENT  NO. 3, dated as of January  12,  2001,  to  Amendment  No. 8 and
Waiver,  dated as of August 11, 2000, as amended by Amendment No. 1, dated as of
December  12,  2000 and  Amendment  No. 2, dated as of  December  29,  2000 (the
"Eighth Amendment"),  to the LOAN AND SECURITY AGREEMENT,  dated as of September
30, 1998 (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"),   DATA  SYSTEMS  NETWORK
CORPORATION,  a Michigan  corporation  ("Old Borrower") and TEKINSIGHT  SERVICES
INC., a Delaware corporation ("New Borrower").



                                    Preamble

                  Pursuant  to  the  Loan  and  Security   Agreement,   Foothill
established a revolving line of credit for the benefit of Old Borrower. Pursuant
to the Merger Agreement (as defined in the Eighth Amendment) Old Borrower merged
into New Borrower,  with New Borrower  continuing as the Surviving  Corporation.
Pursuant to the Eighth  Amendment,  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
Amendment No. 1 to the Eighth Amendment to, among other things, extend such date
to December 31, 2000.  Whereas,  on December 29, 2000, the parties  entered into
Amendment No. 2 to the Eighth Amendment to extend such date to January 12, 2001.
The  parties  hereto  now  desire  to  extend  this date to  January  26,  2001.
Accordingly, New Borrower and Foothill hereby agree as follows:

                  1.       Definitions.  All terms used herein which are defined
in the Eighth Amendment and not otherwise defined herein shall have the meanings
given to such terms in the Eighth Amendment.

                  2.       Replacement Loan and Security Agreement. Section 7 of
the Eighth Amendment is hereby amended and restated as follows:

                         "7.  Replacement  Loan  and  Security  Agreement.   The
                    parties hereto agree to negotiate  during the 165-day period
                    following  the  Effective  Date with a view to entering into
                    either  (i)  a  loan  and  security  agreement  and  related
                    agreements  that  would  supercede  the  Loan  and  Security
                    Agreement and Loan Documents or (ii)  amendments to the Loan
                    and  Security  Agreement  and Loan  Documents  on terms  and
                    conditions  to be  determined.  If no  such  agreements  are
                    executed  and  delivered  on or before the date which is 165
                    days after the Effective Date, all Notes shall automatically
                    mature,   and   all   principal,   interest,   reimbursement
                    obligations and fees then accrued and outstanding  under any
                    Loan Document shall be immediately due and payable  together
                    with a fee in the amount of two percent  (2%) of the Maximum
                    Revolving  Amount  then  in  effect.   Notwithstanding   the

<PAGE>

                    provisions   of  Section  3.6  of  the  Loan  and   Security
                    Agreement, the Early Termination Premium payable at any time
                    during the 165-day period following the Effective Date shall
                    be two percent (2%) of the Maximum  Revolving Amount then in
                    effect."

                  3.       Conditions and Covenants.

                  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 "Amendment 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 Amendment  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  Amendment
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 New Borrower and Parent.

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

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

                  (a) New 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 Eighth  Amendment,  as amended
hereby.

                  (b) The execution,  delivery and performance of this Amendment
by New Borrower, and the performance by New Borrower of the Eighth Amendment, 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  Eighth  Amendment,  as  amended
hereby,  constitute  the legal,  valid and binding  obligations of New Borrower,
enforceable against New 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 New Borrower
of this Amendment and the  performance by New Borrower of the Eighth  Amendment,
as amended hereby.

                                       2
<PAGE>

                  (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 Amendment Effective Date as though made on and as of the Amendment
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  Amendment
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.  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 Amendment  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 the
Eighth  Amendment,  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 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.

                  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.  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.

                                       3
<PAGE>




                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  No. 3 to be executed  and  delivered  as of the date set forth on the
first page hereof.

                                            TEKINSIGHT SERVICES INC.,
                                            a Delaware corporation

                                            By: /s/ Wade Stevenson
                                                    ------------------------
                                                    Name:  Wade Stevenson
                                                    Title:  VP - Finance

                                            FOOTHILL CAPITAL CORPORATION,
                                            a California corporation

                                            By: /s/ [illegible]
                                                     ------------------------
                                                   Name:
                                                   Title:

Acknowledged and Agreed upon
this 12th day of January, 2001

TEKINSIGHT.COM,
a Delaware corporation, as Guarantor

By:  /s/  Wade Stevenson

      Name:  Wade Stevenson
      Title:  VP - Finance
</TEXT>
</DOCUMENT>
