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                               INTELLICORP, INC.
                        AMENDMENT TO EMPLOYMENT AGREEMENT


        THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (the "AMENDMENT") is
effective as of December 27, 2000 by and among IntelliCorp, Inc., a Delaware
corporation (the "COMPANY") and Kenneth H. Haas (the "EMPLOYEE").

        A. The Employee and the Company have previously entered into an
Employment Agreement dated October 30, 1991 (the "EMPLOYMENT AGREEMENT") to
provide for the terms of employment between the Company and the Employee.

        B. The Company and the Employee now wish to amend the Employment
Agreement on the terms and subject the conditions set forth herein.


        THE PARTIES AGREE AS FOLLOWS:

        1. At the request of the Board of Directors of the Company, the Employee
shall relinquish his title as the Chief Executive Officer of the Company and
thereafter be employed by the Company under the Employment Agreement (as amended
hereby) holding the position of Chairman of the Board of Directors of the
Company, which shall be an officer and a full time position with the Company.
Employee shall report to the Company's Board of Directors. The Company agrees
that any rights of the Employee to receive payments contemplated by Section 5.3
of the Employment Agreement as a result of Section 5.1(b)(ii)(x) which arise by
Employee's relinquishing his position as the Chief Executive Officer are not
waived by accepting employment as a full time Chairman of the Board of Directors
of the Company.

        2. The Company and the Employee agree that an option to purchase 100,000
shares granted on December 27, 2000 (the "December Option") is amended as
follows: In the event the Employee's employment is terminated "other than for
cause" or by "voluntary termination", as defined in Section 5.1(b) and (c),
respectively, of the Employment Agreement, the Company's right of repurchase
with respect to the shares issuable upon exercise of the December Option shall
immediately expire with respect to 100% of such shares. For purposes of
clarification of Section 5 of the Employment Agreement, "termination" shall also
be deemed to have occurred (1) if and when Employee's employment has been
reduced to less than one day or less than eight hours per week, or if and when
Employee is no longer an officer of the Company; and (2) irrespective of the
fact that Employee may remain a Board member of the Company or a consultant to
the Company, and solely for purposes of this paragraph 2 and the Company's right
of repurchase of such shares, irrespective of the fact that Employee may be
receiving severance at the time.

        3. Notwithstanding any provisions of the Company's 1982 Stock Option
Plan and 1991 Stock Option Plan, (i) in accordance with actions that have been
taken by the Company with respect to a group of officer and non-officer
employees, an option to purchase 100,000 shares granted on November 5, 1991 and
repriced on November 12, 1992 ("November Option") and an option to purchase
95,000 shares granted on May 3, 1993 ("May Option) are amended to provide for
extension of the option term until May

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31, 2004, and (ii)the term of all options to purchase common stock of the
Company previously granted to Employee (the "Options") shall extend to the
original term of such Options, as amended. If Employee's employment is
terminated "other than for cause" or by "voluntary termination", as defined in
Section 5.1(b) and (c), respectively, of the Employment Agreement, the Employee
shall, notwithstanding such termination, have the right to exercise such Option
until the end of the Option term, as amended. Solely to the extent necessary to
effect the foregoing amendments of the Options, the Company's 1982 Stock Option
Plan and 1991 Stock Option Plan are being amended.

        4. During any period covered by severance under the Employment
Agreement, which period shall extend until the twelve months following the date
the lump sum severance payment is made to the Employee, Employee shall also be
entitled to receive full continuation of health and disability benefits, paid by
the Company either directly or by reimbursement of payments made by Employee
pursuant to COBRA.

        5. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Nothing in
this Amendment is intended to confer upon any person other than the parties
hereto and their respective successors and permitted assigns any rights or
remedies whatsoever.

        6. This Amendment may be executed in one or more counterparts, all of
which taken together shall constitute one and the same instrument.

        7. This Amendment amends and replaces only the provisions of the
Agreement relating to Employee's stock options and termination provisions as
specifically provided herein. All other terms and provisions of the Agreement
shall remain in full force and effect.

        8. This Amendment shall be governed by and construed in accordance with
the laws of the State of California applicable to contracts entered into and to
be performed entirely within the State of California by residents of the State
of California.


        IN WITNESS WHEREOF, the parties have executed this Amendment to
Employment Agreement as of the date first above written.

COMPANY:                                    INTELLICORP, INC.


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

EMPLOYEE:
                                            ------------------------------------
                                            Kenneth H. Haas