Exhibit 10.9

 LOAN AND SECURITY AGREEMENT BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK

                               Silicon Valley Bank
                           Loan and Security Agreement

              Borrower: Ross Systems, Inc.; Ross Systems (UK) Ltd.
                    Address: Two Concourse Parkway, Suite 800
                                Atlanta, GA 30328

                            Date: September 24, 2002

THIS LOAN AND  SECURITY  AGREEMENT  is entered  into on the above  date  between
SILICON  VALLEY BANK  ("Silicon"),  whose  address is 3003 Tasman  Drive,  Santa
Clara,  California  95054  and with a loan  production  office  located  at 3343
Peachtree  Road,  NE, Suite 312,  Atlanta,  GA and the  borrower(s)  named above
(jointly and severally, the "Borrower"), whose chief executive office is located
at the above address ("Borrower's Address"). The Schedule to this Agreement (the
"Schedule") shall for all purposes be deemed to be a part of this Agreement, and
the same is an integral part of this  Agreement.  (Definitions  of certain terms
used in this Agreement are set forth in Section 8 below.)


LOANS.
------
     1.1 Loans.  Silicon will make loans to Borrower (the  "Loans"),  in amounts
determined  by Silicon in its good faith  business  judgment,  up to the amounts
(the  "Credit  Limit")  shown on the  Schedule,  provided no Default or Event of
Default has occurred and is continuing, and subject to deduction of Reserves for
accrued  interest and such other  Reserves as Silicon  deems proper from time to
time in its good faith business judgment.

     1.2  Interest.  All Loans and all other  monetary  Obligations  shall  bear
interest at the rate shown on the Schedule,  except where expressly set forth to
the contrary in this Agreement.  Interest shall be payable monthly,  on the last
day of  the  month.  Interest  may,  in  Silicon's  discretion,  be  charged  to
Borrower's loan account, and the same shall thereafter bear interest at the same
rate as the other  Loans.  Silicon  may,  in its  discretion,  debit  Borrower's
Deposit Accounts maintained with Silicon for interest payments due. Silicon will
promptly notify Borrower when it debits Borrower's Deposit Accounts.

     1.3  Overadvances.  If at any  time  or for any  reason  the  total  of all
outstanding  Loans and all other monetary  Obligations  exceeds the Credit Limit
(an  "Overadvance"),  Borrower shall immediately pay the amount of the excess to
Silicon,  without notice or demand.  Without limiting  Borrower's  obligation to
repay to Silicon the amount of any  Overadvance,  Borrower agrees to pay Silicon
interest on the outstanding amount of any Overadvance, on demand, at the Default
Rate.

     1.4 Fees. Borrower shall pay Silicon the fees shown on the Schedule,  which
are in addition to all  interest  and other sums  payable to Silicon and are not
refundable.

     1.5 Loan  Requests.  To obtain a Loan,  Borrower  shall  make a request  to
Silicon by facsimile  or  telephone.  Loan  requests  received  after 12:00 Noon
(Pacific  time) will not be  considered  by Silicon until the next Business Day.
Silicon  may rely on any  telephone  request  for a Loan given by a person  whom
Silicon  believes is an  authorized  signatory  of Borrower,  and Borrower  will
indemnify Silicon for any loss Silicon suffers as a result of that reliance.

     1.6 Letters of Credit. At the request of Borrower, Silicon may, in its good
faith business judgment,  issue or arrange for the issuance of letters of credit
for the account of Borrower, in each case in form and substance  satisfactory to
Silicon  in  its  sole  discretion  (collectively,  "Letters  of  Credit").  The
aggregate  face amount of all  Letters of Credit  from time to time  outstanding
shall not  exceed  the  amount  shown on the  Schedule  (the  "Letter  of Credit
Sublimit"),  and shall be  reserved  against  Loans  which  would  otherwise  be
available  hereunder,  and in the event at any time there are insufficient Loans
available to Borrower for such reserve, Borrower shall deposit and maintain with
Silicon  cash  collateral  in an amount at all times  equal to such  deficiency,
which shall be held as Collateral for all purposes of this  Agreement.  Borrower
shall pay all bank  charges  (including  charges of Silicon) for the issuance of
Letters of Credit,  together  with such  additional  fee as Silicon's  letter of
credit department shall charge in connection with the issuance of the Letters of


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                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK


     Credit.  Any  payment by Silicon  under or in  connection  with a Letter of
Credit shall  constitute a Loan hereunder on the date such payment is made. Each
Letter of Credit shall have an  expiration  date no later than thirty days prior
to the Maturity  Date.  Borrower  hereby  agrees to  indemnify  and hold Silicon
harmless from any loss, cost, expense, or liability,  including payments made by
Silicon,  expenses,  and reasonable  attorneys' fees incurred by Silicon arising
out of or in connection with any Letters of Credit.  Borrower agrees to be bound
by the  regulations and  interpretations  of the issuer of any Letters of Credit
guarantied  by  Silicon  and  opened  for  Borrower's  account  or by  Silicon's
interpretations  of any  Letter  of  Credit  issued by  Silicon  for  Borrower's
account,  and Borrower  understands  and agrees that Silicon shall not be liable
for any error,  negligence,  or mistake,  whether of omission or commission,  in
following Borrower's instructions or those contained in the Letters of Credit or
any modifications, amendments, or supplements thereto. Borrower understands that
Letters of Credit may require  Silicon to indemnify the issuing bank for certain
costs or  liabilities  arising out of claims by Borrower  against  such  issuing
bank. Borrower hereby agrees to indemnify and hold Silicon harmless with respect
to any loss, cost, expense, or liability incurred by Silicon under any Letter of
Credit as a result of Silicon's  indemnification  of any such issuing bank.  The
provisions of this Loan Agreement,  as it pertains to Letters of Credit, and any
other Loan Documents relating to Letters of Credit are cumulative.

     1.7  EximBank  Loans.  At the  request of  Borrower,  as part of the Loans,
Silicon may, subject to the satisfaction of certain conditions set forth herein,
make certain Loans against Eligible Foreign Accounts (collectively, "Exim Loans"
and each an "Exim Loan").  The aggregate face amount of all Exim Loans from time
to time outstanding shall not exceed the amount shown on the Schedule (the "Exim
Loan  Sublimit"),  and shall be reserved  against Loans which would otherwise be
available hereunder.  Prior to making any Exim Loan, Silicon shall have received
(a) a fully executed  Borrower  Agreement in form and substance  satisfactory to
Silicon,  (b) a fully executed Loan  Authorization  Notice in form and substance
satisfactory  to  Silicon,  (c)  payment of the Exim Bank Loan Fee,  (d) a fully
executed Exim Bank Loan and Security Agreement,  and (e) such other documents as
Silicon may deem necessary in connection with the Exim Loans (collectively,  the
"Exim Loan Documents").

     1.8 Foreign Exchange Sublimit. At the request of Borrower,  Silicon may, in
its good faith  business  judgment,  permit the  Borrower to enter into  foreign
exchange forward contracts with Silicon under which Borrower commits to purchase
from or sell to  Silicon a set  amount  of  foreign  currency  more than one (1)
Business Day after the contract date (the "FX Forward  Contract").  Silicon will
subtract ten percent  (10%) of each  outstanding  FX Forward  Contract  (the "FX
Reserve") from the Foreign Exchange Sublimit (as hereinafter defined). The total
FX Forward Contracts at any one time may not exceed ten (10) times the amount of
the FX Reserve.  Silicon may terminate the FX Forward  Contracts if a Default or
an Event of Default occurs and is  continuing.  The aggregate face amount of all
FX  Forward  Contracts  and the amount of all FX  Reserves  shall not exceed the
amount shown on the Schedule (the  "Foreign  Exchange  Sublimit"),  and shall be
reserved against Loans which would otherwise be available hereunder,  and in the
event at any time there are  insufficient  Loans  available to Borrower for such
reserve,  Borrower shall deposit and maintain with Silicon cash collateral in an
amount at all times equal to such deficiency,  which shall be held as Collateral
for all purposes of this Agreement.

     1.9 Cash Management  Services.  Borrower may use up to Twenty Five Thousand
Dollars ($25,000) of the Loan for Silicon's Cash Management Services,  which may
include merchant services,  direct deposit of payroll, business credit card, and
check cashing services identified in various cash management services agreements
related to such services (the "Cash  Management  Services").  The aggregate face
amount of all Cash Management  Services from time to time outstanding  shall not
exceed the amount shown on the  Schedule,  and shall be reserved  against  Loans
which would otherwise be available hereunder, and in the event at any time there
are  insufficient  Loans available to Borrower for such reserve,  Borrower shall
deposit and  maintain  with Silicon  cash  collateral  in an amount at all times
equal to such deficiency,  which shall be held as Collateral for all purposes of
this  Agreement.  Any amounts  Silicon pays on behalf of Borrower or any amounts
that are not paid by Borrower for any Cash  Management  Services will be treated
as Loans and will accrue interest at the rate provided for herein.



     SECURITY  INTEREST.  To secure the  payment and  performance  of all of the
Obligations when due,  Borrower hereby grants to Silicon a security  interest in
all of the following  (collectively,  the  "Collateral"):  all right,  title and
interest  of  Borrower  in and to all of the  following,  whether  now  owned or
hereafter arising or acquired and wherever located: all Accounts; all Inventory;
all Equipment;  all Deposit Accounts; all General Intangibles (including without
limitation  all  intellectual  property);  all  Investment  Property;  all other
property;  and any and all claims, rights and interests in any of the above, and
all  guaranties  and security for any of the above,  and all  substitutions  and
replacements  for,  additions,   accessions,   attachments,   accessories,   and
improvements  to, and proceeds  (including  proceeds of any insurance  policies,


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                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK


proceeds of proceeds and claims  against  third  parties) of, any and all of the
above, and all Borrower's books relating to any and all of the above.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.
------------------------------------------------------
     In order to induce  Silicon to enter into this Agreement and to make Loans,
Borrower  represents and warrants to Silicon as follows,  and Borrower covenants
that the following  representations  will continue to be true, and that Borrower
will at all times comply with all of the  following  covenants,  throughout  the
term of this Agreement and until all Obligations have been paid and performed in
full:

     3.1 Corporate Existence and Authority. Borrower is and will continue to be,
duly  organized,  validly  existing and in good  standing  under the laws of the
jurisdiction of its incorporation. Borrower is and will continue to be qualified
and licensed to do business in all  jurisdictions  in which any failure to do so
would  result  in  a  Material  Adverse  Change.  The  execution,  delivery  and
performance by Borrower of this Agreement,  and all other documents contemplated
hereby (i) have been duly and validly  authorized,  (ii) are enforceable against
Borrower in accordance with their terms (except as enforcement may be limited by
equitable principles and by bankruptcy, insolvency,  reorganization,  moratorium
or similar  laws  relating to  creditors'  rights  generally),  and (iii) do not
violate  Borrower's  articles or  certificate  of  incorporation,  or Borrower's
by-laws,  or any law or any material  agreement or  instrument  which is binding
upon  Borrower  or  its  property,  and  (iv)  do  not  constitute  grounds  for
acceleration of any material  indebtedness or obligation  under any agreement or
instrument which is binding upon Borrower or its property.

     3.2 Name;  Trade  Names and Styles.  The name of Borrower  set forth in the
heading to this Agreement is its correct name. Set forth on Schedule 3.2 are all
prior names of Borrower  and all of  Borrower's  present and prior trade  names.
Borrower  shall give  Silicon  thirty (30) days'  prior  written  notice  before
changing its name or doing business under any other name. Borrower has complied,
and will in the future comply, in all material respects,  with all laws relating
to the conduct of business under a fictitious  business  name,  except where the
failure to so comply  would not  reasonably  be expected to result in a Material
Adverse Change.

     3.3 Place of Business; Location of Collateral. The address set forth in the
heading to this Agreement is Borrower's  chief  executive  office.  In addition,
Borrower has places of business and  Collateral is located only at the locations
set forth on Schedule  3.3.  Borrower  will give  Silicon at least 30 days prior
written  notice before opening any  additional  place of business,  changing its
chief executive office, or moving any of the Collateral to a location other than
Borrower's  Address or one of the locations  set forth on Schedule  3.3,  except
that Borrower may maintain  sales offices in the ordinary  course of business at
which  not more  than a total of  $10,000  fair  market  value of  Equipment  is
located.

     3.4 Title to Collateral; Perfection; Permitted Liens.

         (a) Borrower is has good title to the Collateral, free and clear of any
and all liens,  charges,  security  interests,  encumbrances and adverse claims,
except  for   Permitted   Liens.   To  Borrower's   knowledge,   Silicon  has  a
first-priority  perfected  and  enforceable  security  interest  in  all  of the
Collateral,  subject only to the Permitted Liens, and Borrower will at all times
defend Silicon and the Collateral against all claims of others.

         (b) Set forth on Schedule 3.4(b) is a list of all of Borrower's Deposit
Accounts,  and Borrower will give Silicon five (5) Business Days advance written
notice  before  establishing  any  new  Deposit  Accounts  and  will  cause  the
institution  where any such new  Deposit  Account is  maintained  to execute and
deliver to Silicon a control  agreement in form sufficient to perfect  Silicon's
security  interest in the Deposit Account and otherwise  satisfactory to Silicon
in its good faith  business  judgment.  Nothing  herein limits any  requirements
which may be set forth in the  Schedule  as to where  Deposit  Accounts  will be
maintained.

         (c) In the event that Borrower  shall at any time after the date hereof
have any commercial tort claims against others, which it is asserting or intends
to assert, and in which the potential recovery exceeds $100,000,  Borrower shall
promptly  notify  Silicon  thereof  in writing  and  provide  Silicon  with such
information  regarding the same as Silicon shall request (unless  providing such
information  would  waive  the  Borrower's  attorney-client   privilege).   Such
notification to Silicon shall  constitute a grant of a security  interest in the
commercial  tort claim and all proceeds  thereof to Silicon,  and Borrower shall
execute  and  deliver all such  documents  and take all such  actions as Silicon
shall request in connection therewith.

         (d)  None  of the  Collateral  now is or will be  affixed  to any  real
property in such a manner, or with such intent, as to become a fixture. Borrower
is not a lessee under any real property  lease  pursuant to which the lessor may
obtain any  rights in any of the  Collateral  and no such  lease now  prohibits,
restrains,  impairs or will  prohibit,  restrain or impair  Borrower's  right to
remove any  Collateral  from the leased  premises.  Whenever any  Collateral  is
located upon premises


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                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK

in which any third party has an interest,  Borrower shall, whenever requested by
Silicon,  use its best  efforts to cause such third party to execute and deliver
to Silicon,  in form acceptable to Silicon,  such waivers and  subordinations as
Silicon shall specify in its good faith business judgment. Borrower will keep in
full force and effect,  and will comply with all material terms of, any lease of
real property where any of the Collateral now or in the future may be located.

     3.5  Maintenance  of  Collateral.  Borrower will maintain the Collateral in
good working condition (ordinary wear and tear excepted),  and Borrower will not
use the Collateral for any unlawful  purpose.  Borrower will immediately  advise
Silicon in writing of any material loss or damage to the Collateral.

     3.6 Books  and  Records.  Borrower  has  maintained  and will  maintain  at
Borrower's  Address  complete and  accurate  books and  records,  comprising  an
accounting system in accordance with GAAP.

     3.7  Financial   Condition,   Statements  and  Reports.  The  Borrower  has
previously  made  available  to  Silicon  copies of the  unaudited  consolidated
statements  of financial  condition  of Borrower as of March 31,  2002,  and the
related unaudited  consolidated  statements of income,  stockholders' equity and
cash flows for the  nine-month  period  then  ended as  reported  in  Borrower's
quarterly report on Form 10-Q for the period ended March 31, 2002 filed with the
Securities  Exchange  Commission  under the Securities  Exchange Act of 1934, as
amended.  Such financial  statements  were prepared in conformity  with GAAP and
fairly present the results of operations and financial condition of Borrower, in
accordance  with GAAP, at the times and for the periods  therein  stated.  Since
March 31,  2002,  there  has been no  Material  Adverse  Change.  All  financial
statements  delivered  to Silicon in the future will be  prepared in  conformity
with GAAP and will fairly  present the results of  operations  and the financial
condition of the  Borrower,  in  accordance  with GAAP, at the times and for the
periods stated therein.

     3.8 Tax Returns and Payments;  Pension  Contributions.  Borrower has timely
filed, and will timely file, all required material tax returns and reports,  and
Borrower has timely paid,  and will timely pay, all material  foreign,  federal,
state and local taxes,  assessments,  deposits and  contributions  now or in the
future owed by Borrower.  Borrower may, however,  defer payment of any contested
taxes,  provided that Borrower (i) in good faith contests Borrower's  obligation
to pay the taxes by appropriate  proceedings promptly and diligently  instituted
and conducted,  (ii) notifies Silicon in writing of the commencement of, and any
material  development  in, the  proceedings,  and (iii) posts bonds or takes any
other steps  required to keep the contested  taxes from becoming a lien upon any
of the Collateral. Borrower is unaware of any claims or adjustments proposed for
any of  Borrower's  prior tax years  which  could  result  in  additional  taxes
becoming due and payable by Borrower.  Borrower has paid,  and shall continue to
pay all amounts necessary to fund all present and future pension, profit sharing
and deferred compensation plans in accordance with their terms, and Borrower has
not and will not withdraw  from  participation  in,  permit  partial or complete
termination of, or permit the occurrence of any other event with respect to, any
such plan which  could  reasonably  be expected  to result in any  liability  of
Borrower, including any liability to the Pension Benefit Guaranty Corporation or
its successors or any other governmental  agency that would result in a Material
Adverse Change.

     3.9  Compliance  with  Law.  Borrower  has,  to the best of its  knowledge,
complied, and will comply, in all material respects,  with all provisions of all
foreign,  federal,  state and local laws and regulations applicable to Borrower,
including, but not limited to, those relating to Borrower's ownership of real or
personal  property,  the conduct and licensing of Borrower's  business,  and all
environmental matters.

     3.10  Litigation.  There  is no  claim,  suit,  litigation,  proceeding  or
investigation pending or (to best of Borrower's knowledge) threatened against or
affecting Borrower in any court or before any governmental  agency (or any basis
therefor known to Borrower) which could reasonably be expected to result, either
separately or in the aggregate,  in any Material  Adverse Change.  Borrower will
promptly  inform  Silicon in writing of any  claim,  proceeding,  litigation  or
investigation in the future threatened or instituted  against Borrower involving
any single  claim of  $50,000  or more,  or  involving  $100,000  or more in the
aggregate.

     3.11 Use of  Proceeds.  All  proceeds of all Loans shall be used solely for
lawful  business  purposes.  Borrower is not  purchasing or carrying any "margin
stock" (as  defined in  Regulation  U of the Board of  Governors  of the Federal
Reserve System) and no part of the proceeds of any Loan will be used to purchase
or carry any  "margin  stock" or to extend  credit to others for the  purpose of
purchasing or carrying any "margin stock."

Accounts.
---------

     4.1 Representations Relating to Accounts.  Borrower represents and warrants
to Silicon as follows: Each Account with respect to which Loans are requested by
Borrower  shall,  on the date each Loan is requested and made,  (i) represent an
undisputed  bona fide existing  unconditional  obligation of the Account  Debtor
created by the sale,  delivery,  and


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                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK


acceptance of goods or the rendition of services, or the non-exclusive licensing
of Intellectual  Property,  in the ordinary course of Borrower's  business,  and
(ii) meet the Minimum Eligibility Requirements set forth in Section 8 below.

     4.2  Representations  Relating to Documents and Legal Compliance.  Borrower
represents  and  warrants to Silicon as  follows:  All  statements  made and all
unpaid  balances  appearing in all  invoices,  instruments  and other  documents
evidencing  the  Accounts  are and  shall be true and  correct  in all  material
respects  and all such  invoices,  instruments  and other  documents  and all of
Borrower's  books and  records  are and  shall be  genuine  and in all  material
respects what they purport to be. All sales and other transactions underlying or
giving rise to each  Account  shall  comply in all  material  respects  with all
applicable  laws  and  governmental  rules  and  regulations.  To  the  best  of
Borrower's  knowledge,   all  signatures  and  endorsements  on  all  documents,
instruments,  and agreements  relating to all Accounts are and shall be genuine,
and all such  documents,  instruments  and  agreements  are and shall be legally
enforceable in accordance with their terms.

     4.3 Schedules and Documents relating to Accounts. Borrower shall deliver to
Silicon  transaction  reports and schedules of  collections,  as provided in the
Schedule,  on Silicon's  standard  forms;  provided,  however,  that  Borrower's
failure  to execute  and  deliver  the same shall not affect or limit  Silicon's
security  interest and other  rights in all of  Borrower's  Accounts,  nor shall
Silicon's  failure to advance or lend against a specific Account affect or limit
Silicon's  security interest and other rights therein.  If requested by Silicon,
Borrower shall furnish Silicon with copies (or, at Silicon's request, originals)
of all  contracts,  orders,  invoices,  and  other  similar  documents,  and all
shipping instructions, delivery receipts, bills of lading, and other evidence of
delivery,  for any  goods  the sale or  disposition  of which  gave rise to such
Accounts,  and  Borrower  warrants  the  genuineness  of all  of the  foregoing.
Borrower shall also furnish to Silicon an aged accounts receivable trial balance
as provided in the Schedule. In addition,  Borrower shall deliver to Silicon, on
its  request,  the  originals  of  all  instruments,   chattel  paper,  security
agreements,  guarantees and other documents and property  evidencing or securing
any Accounts, in the same form as received, with all necessary indorsements, and
copies of all credit memos.

     4.4  Collection of Accounts.  Borrower  shall have the right to collect all
Accounts,  unless and until a Default or an Event of Default has occurred and is
continuing.  Whether or not an Event of Default has occurred and is  continuing,
Borrower  shall hold all payments  on, and  proceeds  of,  Accounts in trust for
Silicon,  and Borrower shall immediately  deliver all such payments and proceeds
to  Silicon  in  their  original  form,  duly  endorsed,  to be  applied  to the
Obligations in such order as Silicon shall  determine.  Silicon may, in its good
faith business judgment, require that all proceeds of Collateral be deposited by
Borrower into a lockbox account,  or such other "blocked account" as Silicon may
specify,  pursuant to a blocked  account  agreement  in such form as Silicon may
specify in its good faith business judgment.

     4.5.  Remittance of Proceeds.  All proceeds arising from the disposition of
any  Collateral  shall be  delivered,  in kind,  by  Borrower  to Silicon in the
original  form in which  received  by  Borrower  not  later  than the  following
Business Day after receipt by Borrower, to be applied to the Obligations in such
order as  Silicon  shall  determine;  provided  that,  if no Default or Event of
Default has occurred and is continuing, Borrower shall not be obligated to remit
to Silicon the proceeds of the sale of worn out or obsolete  Equipment  disposed
of by Borrower in good faith in an arm's  length  transaction  for an  aggregate
purchase  price of  $50,000  or less (for all such  transactions  in any  fiscal
year).  Borrower  agrees that it will not commingle  proceeds of Collateral with
any of Borrower's other funds or property,  but will hold such proceeds separate
and apart  from  such  other  funds and  property  and in an  express  trust for
Silicon.  Nothing in this Section  limits the  restrictions  on  disposition  of
Collateral set forth elsewhere in this Agreement.

     4.6 Disputes.  Borrower  shall notify  Silicon  promptly of all disputes or
claims  relating  to  Accounts.   Borrower  shall  not  forgive  (completely  or
partially),  compromise  or settle any Account for less than payment in full, or
agree to do any of the foregoing, except that Borrower may do so, provided that:
(i) Borrower does so in good faith, in a commercially  reasonable manner, in the
ordinary  course  of  business,  and in arm's  length  transactions,  which  are
reported to Silicon on the regular reports provided to Silicon;  (ii) no Default
or Event of Default  has  occurred  and is  continuing;  and (iii)  taking  into
account all such discounts,  settlements and forgiveness,  the total outstanding
Loans will not exceed the Credit Limit.

     4.7 Returns.  Provided no Event of Default has occurred and is  continuing,
if any Account Debtor returns any Inventory to Borrower, Borrower shall promptly
determine the reason for such return and promptly  issue a credit  memorandum to
the  Account  Debtor  in  the   appropriate   amount  as  soon  as  commercially
practicable.  In the event any attempted  return occurs after the occurrence and
during the continuance of any Event of Default, Borrower shall hold the returned
Inventory in trust for Silicon,  and immediately notify Silicon of the return of
the Inventory.


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                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK


     4.8 Verification.  Silicon may, from time to time, verify directly with the
respective  Account Debtors the validity,  amount and other matters  relating to
the Accounts,  by means of mail,  telephone or otherwise,  either in the name of
Borrower or Silicon or such other name as Silicon may choose.

     4.9 No  Liability.  Silicon  shall not be  responsible  or  liable  for any
shortage or discrepancy in, damage to, or loss or destruction of, any goods, the
sale or other  disposition of which gives rise to an Account,  or for any error,
act,  omission,  or delay of any kind  occurring in the  settlement,  failure to
settle,  collection  or failure to collect  any  Account,  or for  settling  any
Account in good faith for less than the full amount  thereof,  nor shall Silicon
be deemed to be responsible for any of Borrower's obligations under any contract
or agreement giving rise to an Account.  Nothing herein shall, however,  relieve
Silicon from liability for its own gross negligence or willful misconduct.

ADDITIONAL DUTIES OF BORROWER.

     5.1 Financial and Other Covenants.  Borrower shall at all times comply with
the financial and other covenants set forth in the Schedule.

     5.2  Insurance.  Borrower  shall,  at all times  insure all of the tangible
personal  property  Collateral  and carry such other  business  insurance,  with
insurers  reasonably  acceptable to Silicon, in such form and amounts as Silicon
may  reasonably  require and that are customary and in accordance  with standard
practices for  Borrower's  industry and  locations,  and Borrower  shall provide
evidence of such insurance to Silicon.  All such  insurance  policies shall name
Silicon as an  additional  loss payee,  and shall  contain a lenders  loss payee
endorsement  in form  reasonably  acceptable  to  Silicon.  Upon  receipt of the
proceeds of any such  insurance,  Silicon shall apply such proceeds in reduction
of the  Obligations  as  Silicon  shall  determine  in its good  faith  business
judgment,  except that, provided no Default or Event of Default has occurred and
is continuing, Silicon shall release to Borrower insurance proceeds with respect
to Equipment  totaling less than  $100,000,  which shall be utilized by Borrower
for the  replacement  of the  Equipment  with  respect  to which  the  insurance
proceeds were paid. Silicon may require reasonable  assurance that the insurance
proceeds so released  will be so used.  If Borrower  fails to provide or pay for
any  insurance,  Silicon  may,  but is not  obligated  to,  obtain  the  same at
Borrower's  expense.  Borrower shall  promptly  deliver to Silicon copies of all
material reports made to insurance companies.

     5.3 Reports.  Borrower,  at its  expense,  shall  provide  Silicon with the
written  reports set forth in the Schedule,  and such other written reports with
respect to Borrower (including budgets,  sales projections,  operating plans and
other  financial  documentation),  as Silicon shall from time to time specify in
its good faith business judgment.

     5.4 Access to Collateral,  Books and Records.  At reasonable  times, and on
one  Business  Day's  notice,  Silicon,  or its agents,  shall have the right to
inspect the  Collateral,  and the right to audit and copy  Borrower's  books and
records.   Silicon  shall  take  reasonable  steps  to  keep   confidential  all
information obtained in any such inspection or audit, but Silicon shall have the
right to disclose any such information to its auditors, regulatory agencies, and
attorneys,  and pursuant to any subpoena or other legal  process.  The foregoing
inspections  and audits shall be at Borrower's  expense and the charge  therefor
shall be $750 per person per, plus reasonable out of pocket expenses.

     5.5  Negative  Covenants.  Except  as may  be  permitted  in the  Schedule,
Borrower shall not,  without  Silicon's  prior written consent (which shall be a
matter of its good faith business judgment), do any of the following:  (i) merge
or  consolidate  with another  corporation  or entity;  (ii) acquire any assets,
except  in  the  ordinary  course  of  business;  (iii)  enter  into  any  other
transaction  outside the ordinary course of business;  (iv) sell or transfer any
Collateral,  except for the sale of finished Inventory in the ordinary course of
Borrower's  business,  and except for the sale of obsolete or unneeded Equipment
in the ordinary course of business;  (v) store any Inventory or other Collateral
with any  warehouseman  or other  third  party;  (vi)  sell any  Inventory  on a
sale-or-return,  guaranteed sale, consignment,  or other contingent basis; (vii)
make any loans of any money or other assets; (viii) incur any debts, outside the
ordinary  course of business,  which would result in a Material  Adverse Change;
(ix)  guarantee or otherwise  become liable with respect to the  obligations  of
another party or entity;  (x) pay or declare any  dividends on Borrower's  stock
(except for dividends  payable solely in stock of Borrower or as may be required
by the  Borrower's  governing  documents);  (xi)  redeem,  retire,  purchase  or
otherwise acquire,  directly or indirectly,  any of Borrower's stock; (xii) make
any change in  Borrower's  capital  structure  which would  result in a Material
Adverse Change; or (xiii) engage, directly or indirectly,  in any business other
than the  businesses  currently  engaged in by  Borrower or  reasonably  related
thereto; or (xiv) dissolve or elect to dissolve.  Transactions  permitted by the
foregoing  provisions of this Section are only  permitted if no Default or Event
of Default would occur as a result of such transaction.

     5.6 Litigation  Cooperation.  Should any third-party  suit or proceeding be
instituted by or against  Silicon with respect to any  Collateral or relating to
Borrower,  Borrower shall,  without expense to Silicon,  make available Borrower
and its


                                       6
<PAGE>


                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK

officers,  employees and agents and Borrower's books and records, to the
extent that Silicon may deem them reasonably  necessary in order to prosecute or
defend any such suit or proceeding.

     5.7 Further  Assurances.  Borrower  agrees,  at its expense,  on request by
Silicon, to execute all documents and take all actions, as Silicon,  may, in its
good faith business  judgment,  deem necessary or useful in order to perfect and
maintain Silicon's perfected  first-priority security interest in the Collateral
(subject to Permitted Liens),  and in order to fully consummate the transactions
contemplated by this Agreement.

TERM.
-----

     6.1  Maturity  Date.  This  Agreement  shall  continue in effect  until the
maturity  date set forth on the  Schedule  (the  "Maturity  Date"),  subject  to
Section 6.3 below.

     6.2  Early  Termination.  This  Agreement  may be  terminated  prior to the
Maturity Date as follows:  (i) by Borrower,  effective three Business Days after
written  notice of  termination  is given to Silicon;  or (ii) by Silicon at any
time after the  occurrence  and during the  continuance  of an Event of Default,
without  notice,  effective  immediately.  If this  Agreement is  terminated  by
Borrower or by Silicon under this Section 6.2,  Borrower  shall pay to Silicon a
termination  fee in an amount equal to $50,000 to terminate the credit  facility
prior to March 23, 2003 (six (6) months from the date hereof) and a fee equal to
$25,000 to terminate the credit  facility prior to September 23, 2003,  provided
that no  termination  fee shall be charged if the credit  facility  hereunder is
replaced with a new facility from another  division of Silicon  Valley Bank. The
termination  fee shall be due and payable on the effective  date of  termination
and  thereafter  shall  bear  interest  at a  rate  equal  to the  highest  rate
applicable to any of the Obligations.

     6.3  Payment  of  Obligations.  On the  Maturity  Date  or on  any  earlier
effective  date of  termination,  Borrower  shall  pay and  perform  in full all
Obligations, whether evidenced by installment notes or otherwise, and whether or
not all or any part of such  Obligations  are  otherwise  then due and  payable.
Without limiting the generality of the foregoing, if on the Maturity Date, or on
any earlier effective date of termination,  there are any outstanding Letters of
Credit  issued by  Silicon  or  issued  by  another  institution  based  upon an
application,  guarantee,  indemnity or similar agreement on the part of Silicon,
then on such date Borrower shall provide to Silicon cash collateral in an amount
equal  to 105% of the  face  amount  of all  such  Letters  of  Credit  plus all
interest,  fees  and cost  due or to  become  due in  connection  therewith  (as
estimated by Silicon in its good faith business judgment),  to secure all of the
Obligations  relating  to said  Letters of Credit,  pursuant to  Silicon's  then
standard form cash pledge  agreement.  Notwithstanding  any  termination of this
Agreement,  all of Silicon's security interests in all of the Collateral and all
of the terms and provisions of this  Agreement  shall continue in full force and
effect until all Obligations have been paid and performed in full; provided that
Silicon  may, in its sole  discretion,  refuse to make any  further  Loans after
termination.  No  termination  shall in any way  affect or  impair  any right or
remedy of  Silicon,  nor  shall any such  termination  relieve  Borrower  of any
Obligation to Silicon, until all of the Obligations have been paid and performed
in  full.  Upon  payment  and  performance  in full of all the  Obligations  and
termination of this  Agreement,  Silicon shall promptly  terminate its financing
statements  with  respect to the  Borrower  and deliver to  Borrower  such other
documents as may be required to fully terminate Silicon's security interests.

EVENTS OF DEFAULT AND REMEDIES.
-------------------------------

     7.1 Events of Default.  The occurrence of any of the following events shall
constitute an "Event of Default" under this  Agreement,  and Borrower shall give
Silicon  immediate  written notice  thereof:  (a) Any warranty,  representation,
statement, report or certificate made or delivered to Silicon by Borrower or any
of  Borrower's  officers,  employees or agents,  now or in the future,  shall be
untrue or  misleading  in a material  respect when made or deemed to be made; or
(b) Borrower shall fail to pay when due any Loan or any interest  thereon or any
other monetary Obligation prior to the expiration of any applicable cure period;
or (c) the total  Loans  and other  Obligations  outstanding  at any time  shall
exceed the Credit  Limit;  or (d) Borrower  shall fail to comply with any of the
financial  covenants  set forth in the  Schedule,  or shall fail to perform  any
other non-monetary Obligation which by its nature cannot be cured, or shall fail
to permit  Silicon to conduct an inspection or audit as specified in Section 5.4
hereof; or (e) Borrower shall fail to perform any other non-monetary Obligation,
which  failure is not cured within ten (10) Business Days after the date due; or
(f) any levy, assessment, attachment, seizure, lien or encumbrance (other than a
Permitted Lien) is made on all or any part of the Collateral  which is not cured
within ten (10)  Business  Days  after the  occurrence  of the same;  or (g) any
default or event of default occurs under any  obligation  secured by a Permitted
Lien, which is not cured within any applicable cure period (or ten (10) Business
Days after the  occurrence  of the same,  if no cure  period is  applicable)  or
waived in writing by the holder of the Permitted Lien; or (h) Borrower  breaches
any material  contract or  obligation,  which has resulted or may  reasonably be
expected to result in a Material Adverse Change; or (i) Dissolution, termination
of existence,  insolvency or


                                       7
<PAGE>

                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK

business  failure  of  Borrower;  or  appointment  of  a  receiver,  trustee  or
custodian, for all or any part of the property of, assignment for the benefit of
creditors  by, or the  commencement  of any  proceeding  by  Borrower  under any
reorganization,  bankruptcy,  insolvency,  arrangement,  readjustment  of  debt,
dissolution or  liquidation  law or statute of any  jurisdiction,  now or in the
future in effect; or (j) the commencement of any proceeding  against Borrower or
any guarantor of any of the Obligations  under any  reorganization,  bankruptcy,
insolvency, arrangement, readjustment of debt, dissolution or liquidation law or
statute of any jurisdiction,  now or in the future in effect, which is not cured
by the  dismissal  thereof  within  30 days  after  the date  commenced;  or (k)
revocation or  termination  of, or limitation or denial of liability  upon,  any
guaranty  of the  Obligations  or any  attempt  to do any of the  foregoing,  or
commencement of proceedings by any guarantor of any of the Obligations under any
bankruptcy or insolvency law; or (l) revocation or termination of, or limitation
or  denial  of  liability  upon,  any  pledge  of any  certificate  of  deposit,
securities or other  property or asset of any kind pledged by any third party to
secure any or all of the Obligations, or any attempt to do any of the foregoing,
or  commencement  of  proceedings  by or against  any such third party under any
bankruptcy  or insolvency  law; or (m) Borrower  makes any payment on account of
any  indebtedness or obligation  which has been  subordinated to the Obligations
other than as permitted in the  applicable  subordination  agreement,  or if any
Person who has subordinated  such  indebtedness or obligations  terminates or in
any way limits his  subordination  agreement;  or (n) there shall be a change in
the  record or  beneficial  ownership  of an  aggregate  of more than 20% of the
outstanding shares of stock of Borrower,  in one or more transactions,  compared
to the  ownership  of  outstanding  shares of stock of Borrower in effect on the
date hereof, without the prior written consent of Silicon; or (o) Borrower shall
generally  not pay its debts as they  become due,  or  Borrower  shall  conceal,
remove or transfer  any part of its  property,  with intent to hinder,  delay or
defraud its  creditors,  or make or suffer any  transfer of any of its  property
which may be fraudulent under any bankruptcy,  fraudulent  conveyance or similar
law; or (p) a Material  Adverse  Change shall occur;  or (q) Silicon,  acting in
good  faith and in a  commercially  reasonable  manner,  deems  itself  insecure
because of the  occurrence  of an event  prior to the  effective  date hereof of
which  Silicon  had no  knowledge  on  the  effective  date  or  because  of the
occurrence of an event on or subsequent to the effective date. Silicon may cease
making any Loans hereunder during any of the above cure periods,  and thereafter
if an Event of Default has occurred and is continuing.

     7.2 Remedies.  Upon the occurrence and during the  continuance of any Event
of Default,  and at any time  thereafter,  Silicon,  at its option,  and without
notice  or  demand of any kind  (all of which  are  hereby  expressly  waived by
Borrower),  may do any one or more of the  following:  (a) Cease making Loans or
otherwise  extending  credit to Borrower  under this Agreement or any other Loan
Document;  (b) Accelerate  and declare all or any part of the  Obligations to be
immediately  due,  payable,  and  performable,  notwithstanding  any deferred or
installment  payments  allowed by any  instrument  evidencing or relating to any
Obligation;  (c) Take possession of any or all of the Collateral wherever it may
be found,  and for that  purpose  Borrower  hereby  authorizes  Silicon  without
judicial process to enter onto any of Borrower's  premises without  interference
to search for, take possession of, keep, store, or remove any of the Collateral,
and remain on the  premises  or cause a custodian  to remain on the  premises in
exclusive  control  thereof,  without  charge  for so long as  Silicon  deems it
necessary,  in its good  faith  business  judgment,  in order  to  complete  the
enforcement of its rights under this Agreement or any other agreement; provided,
however, that should Silicon seek to take possession of any of the Collateral by
court process,  Borrower hereby irrevocably  waives: (i) any bond and any surety
or security relating thereto required by any statute, court rule or otherwise as
an  incident to such  possession;  (ii) any demand for  possession  prior to the
commencement of any suit or action to recover possession thereof;  and (iii) any
requirement  that  Silicon  retain  possession  of, and not dispose of, any such
Collateral until after trial or final judgment; (d) Require Borrower to assemble
any or all of the  Collateral  and  make  it  available  to  Silicon  at  places
designated by Silicon which are  reasonably  convenient to Silicon and Borrower,
and to remove the  Collateral to such  locations as Silicon may deem  advisable;
(e) Complete the processing,  manufacturing or repair of any Collateral prior to
a  disposition  thereof  and,  for such  purpose and for the purpose of removal,
Silicon  shall  have the right to use  Borrower's  premises,  vehicles,  hoists,
lifts,  cranes,  and other Equipment and all other property without charge;  (f)
Sell, lease or otherwise  dispose of any of the Collateral,  in its condition at
the  time  Silicon  obtains  possession  of it or after  further  manufacturing,
processing or repair,  at one or more public and/or private sales, in lots or in
bulk, for cash,  exchange or other  property,  or on credit,  and to adjourn any
such sale from time to time without notice other than oral  announcement  at the
time  scheduled  for  sale.  Silicon  shall  have  the  right  to  conduct  such
disposition on Borrower's  premises  without  charge,  for such time or times as
Silicon  deems  reasonable,  or on  Silicon's  premises,  or  elsewhere  and the
Collateral need not be located at the place of disposition. Silicon may directly
or through any affiliated  company  purchase or lease any Collateral at any such
public  disposition,  and if permissible  under  applicable  law, at any private
disposition.  Any sale or other  disposition  of  Collateral  shall not  relieve
Borrower of any liability Borrower may have if any Collateral is defective as to
title or physical condition or otherwise at the time of sale; (g) Demand payment
of, and collect any Accounts and General Intangibles  comprising Collateral and,
in connection therewith,  Borrower irrevocably  authorizes Silicon to endorse or


                                       8
<PAGE>


                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK

sign  Borrower's  name  on all  collections,  receipts,  instruments  and  other
documents,  to take possession of and open mail addressed to Borrower and remove
therefrom  payments made with respect to any item of the  Collateral or proceeds
thereof,  and, in Silicon's good faith business judgment, to grant extensions of
time to pay,  compromise  claims and settle  Accounts and the like for less than
face value; (h) Offset against any sums in any of Borrower's general, special or
other Deposit Accounts with Silicon against any or all of the  Obligations;  and
(i) Demand and receive  possession of any of Borrower's federal and state income
tax  returns and the books and records  utilized in the  preparation  thereof or
referring thereto. All reasonable attorneys' fees, expenses,  costs, liabilities
and obligations incurred by Silicon with respect to the foregoing shall be added
to and become part of the  Obligations,  shall be due on demand,  and shall bear
interest at a rate equal to the highest  interest rate  applicable to any of the
Obligations.  Without  limiting any of Silicon's  rights and remedies,  from and
after the  occurrence and during the  continuance  of any Event of Default,  the
interest rate applicable to the Obligations  shall be increased by an additional
four percent per annum (the "Default Rate").

     7.3  Standards  for  Determining  Commercial  Reasonableness.  Borrower and
Silicon  agree that a sale or other  disposition  (collectively,  "sale") of any
Collateral  which  complies with the following  standards will  conclusively  be
deemed  to be  commercially  reasonable:  (i)  Notice  of the  sale is  given to
Borrower at least ten days prior to the sale, and, in the case of a public sale,
notice  of the  sale is  published  at  least  five  days  before  the sale in a
newspaper  of  general  circulation  in  the  county  where  the  sale  is to be
conducted;  (ii)  Notice  of the  sale  describes  the  collateral  in  general,
non-specific  terms;  (iii)  The  sale is  conducted  at a place  designated  by
Silicon,  with or without the Collateral being present;  (iv) The sale commences
at any time  between  8:00 a.m.  and 6:00 p.m.;  or (v) Payment of the  purchase
price in cash or by  cashier's  check or wire  transfer is  required;  (vi) With
respect to any sale of any of the Collateral,  Silicon may (but is not obligated
to) direct any prospective purchaser to ascertain directly from Borrower any and
all  information  concerning  the same.  Silicon  shall be free to employ  other
methods of noticing and selling the Collateral,  in its discretion,  if they are
commercially reasonable.

     7.4 Power of Attorney.  Upon the occurrence  and during the  continuance of
any Event of Default,  without  limiting  Silicon's  other rights and  remedies,
Borrower  grants to Silicon an  irrevocable  power of attorney  coupled  with an
interest,  authorizing  and  permitting  Silicon  (acting  through  any  of  its
employees,  attorneys  or  agents)  at any  time,  at its  option,  but  without
obligation, with or without notice to Borrower, and at Borrower's expense, to do
any or all of the following, in Borrower's name or otherwise, but Silicon agrees
that if it exercises any right  hereunder,  it will do so in good faith and in a
commercially  reasonable manner: (a) Execute on behalf of Borrower any documents
that Silicon may, in its good faith business  judgment,  deem advisable in order
to perfect and maintain  Silicon's  security  interest in the Collateral,  or in
order  to  exercise  a right  of  Borrower  or  Silicon,  or in  order  to fully
consummate all the transactions contemplated under this Agreement, and all other
Loan Documents;  (b) Execute on behalf of Borrower, any invoices relating to any
Account,  any draft  against  any  Account  Debtor and any notice to any Account
Debtor,  any  proof  of claim  in  bankruptcy,  any  Notice  of  Lien,  claim of
mechanic's,  materialman's  or other lien,  or  assignment  or  satisfaction  of
mechanic's,  materialman's  or other lien; (c) Take control in any manner of any
cash or non-cash items of payment or proceeds of Collateral; endorse the name of
Borrower upon any instruments,  or documents,  evidence of payment or Collateral
that may come into Silicon's possession;  (d) Endorse all checks and other forms
of remittances received by Silicon; (e) Pay, contest or settle any lien, charge,
encumbrance, security interest and adverse claim in or to any of the Collateral,
or any judgment  based  thereon,  or  otherwise  take any action to terminate or
discharge the same; (f) Grant extensions of time to pay,  compromise  claims and
settle Accounts and General Intangibles for less than face value and execute all
releases and other documents in connection therewith;  (g) Pay any sums required
on account of Borrower's  taxes or to secure the release of any liens  therefor,
or both; (h) Settle and adjust,  and give releases of, any insurance  claim that
relates to any of the Collateral and obtain payment  therefor;  (i) Instruct any
third party having  custody or control of any books or records  belonging to, or
relating to, Borrower to give Silicon the same rights of access and other rights
with  respect  thereto as Silicon  has under  this  Agreement;  and (j) Take any
action or pay any sum required of Borrower  pursuant to this  Agreement  and any
other  Loan  Documents.  Any  and  all  reasonable  sums  paid  and  any and all
reasonable  costs,  expenses,  liabilities,   obligations  and  attorneys'  fees
incurred by Silicon with respect to the  foregoing  shall be added to and become
part of the Obligations,  shall be payable on demand, and shall bear interest at
a rate equal to the highest  interest rate applicable to any of the Obligations.
In no event shall Silicon's  rights under the foregoing power of attorney or any
of  Silicon's  other  rights  under this  Agreement  be deemed to indicate  that
Silicon is in control of the business, management or properties of Borrower.

     7.5  Application  of Proceeds.  All proceeds  realized as the result of any
sale of the  Collateral  shall be  applied by  Silicon  first to the  reasonable
costs,  expenses,  liabilities,  obligations  and  attorneys'  fees  incurred by
Silicon in the  exercise  of its  rights  under  this  Agreement,  second to the
interest  due upon any of the  Obligations,  and third to the  principal  of the
Obligations,  in such order as Silicon shall  determine in its sole  discretion.
Any surplus shall be paid to

                                       9
<PAGE>


                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK

Borrower or other persons legally entitled thereto; Borrower shall remain liable
to Silicon for any deficiency. If, Silicon, in its good faith business judgment,
directly  or  indirectly   enters  into  a  deferred  payment  or  other  credit
transaction with any purchaser at any sale of Collateral, Silicon shall have the
option,  exercisable at any time, in its good faith business judgment, of either
reducing the Obligations by the principal  amount of purchase price or deferring
the reduction of the Obligations until the actual receipt by Silicon of the cash
therefor.

     7.6 Remedies  Cumulative.  In addition to the rights and remedies set forth
in this Agreement, Silicon shall have all the other rights and remedies accorded
a secured party under the California Uniform Commercial Code and under all other
applicable  laws,  and under any other  instrument  or  agreement  now or in the
future  entered into between  Silicon and  Borrower,  and all of such rights and
remedies are cumulative and none is exclusive.  Exercise or partial  exercise by
Silicon  of one or more  of its  rights  or  remedies  shall  not be  deemed  an
election,  nor bar Silicon from subsequent  exercise or partial  exercise of any
other rights or remedies. The failure or delay of Silicon to exercise any rights
or remedies shall not operate as a waiver  thereof,  but all rights and remedies
shall continue in full force and effect until all of the  Obligations  have been
fully paid and performed.

Definitions.  As used in this agreement, the following terms have the following
 meanings:

     "Account Debtor" means the obligor on an Account.

     "Accounts"  means all present and future  "accounts" as defined in the Code
in effect on the date hereof with such  additions to such term as may  hereafter
be made, and includes without limitation all accounts  receivable and other sums
owing to Borrower.

     "Affiliate"  means,  with  respect  to any  Person,  a  relative,  partner,
shareholder,  director,  officer,  or employee of such Person,  or any parent or
subsidiary  of such Person,  or any Person  controlling,  controlled by or under
common control with such Person.

     "Business Day" means a day on which Silicon is open for business.

     "Code"  means the Uniform  Commercial  Code as adopted and in effect in the
State of California from time to time.

     "Collateral" has the meaning set forth in Section 2 above.

     "continuing"  and "during the continuance of" when used with reference to a
Default or Event of  Default  means  that the  Default  or Event of Default  has
occurred  and has not been either  waived in writing by Silicon or cured  within
any applicable cure period.

     "Default"  means any event  which  with  notice or passage of time or both,
would constitute an Event of Default.

     "Default Rate" has the meaning set forth in Section 7.2 above.

     "Deposit  Accounts"  means all present  and future  "deposit  accounts"  as
defined in the Code in effect on the date  hereof  with such  additions  to such
term as may hereafter be made, and includes  without  limitation all general and
special bank accounts, demand accounts,  checking accounts, savings accounts and
certificates of deposit.

     "Eligible  Accounts" means Accounts and General  Intangibles arising in the
ordinary  course of Borrower's  business from the sale of goods or the rendition
of services,  or the  non-exclusive  licensing of Intellectual  Property,  which
Silicon, in its good faith business judgment, shall deem eligible for borrowing.
Without limiting the fact that the  determination of which Accounts are eligible
for  borrowing  is a matter of  Silicon's  good  faith  business  judgment,  the
following (the "Minimum Eligibility  Requirements") are the minimum requirements
for a Account to be an Eligible Account: (i) the Account must not be outstanding
for more than ninety (90) days from its  invoice  date if a domestic  receivable
or, if a  maintenance  pre-billing,  not more than thirty (30) days prior to the
renewal date (the  "Eligibility  Period"),  (ii) the Account must not  represent
progress billings,  or be due under a fulfillment or requirements  contract with
the Account Debtor,  (iii) the Account must not be subject to any  contingencies
(including Accounts arising from sales on consignment,  guaranteed sale or other
terms pursuant to which payment by the Account Debtor may be conditional),  (iv)
the Account must not be owing from an Account  Debtor with whom Borrower has any
dispute  (whether or not relating to the  particular  Account),  (v) the Account
must not be owing from an Affiliate  of  Borrower,  (vi) the Account must not be
owing from an Account  Debtor which is subject to any  insolvency  or bankruptcy
proceeding, or whose financial condition is not acceptable to Silicon, or which,
fails or goes out of a material portion of its business,  (vii) the Account must
not be owing from the United States or any department, agency or instrumentality
thereof (unless there has been compliance,  to Silicon's satisfaction,  with the
United States  Assignment  of Claims Act),  (viii) the Account must not be owing
from an Account  Debtor  located  outside  the United  States or Canada  (unless
pre-approved  by Silicon in its


                                       10
<PAGE>

                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK

discretion in writing,  or backed by a letter of credit satisfactory to Silicon,
or FCIA insured  satisfactory  to  Silicon),  (ix) the Account must not be owing
from an Account Debtor to whom Borrower is or may be liable for goods  purchased
from such Account  Debtor or otherwise  (but, in such case,  the Account will be
deemed not  eligible  only to the extent of any amounts owed by Borrower to such
Account  Debtor).  Accounts  owing from one  Account  Debtor  will not be deemed
Eligible  Accounts  to  the  extent  they  exceed  25%  of  the  total  Accounts
outstanding. In addition, if more than 50% of the Accounts owing from an Account
Debtor  are  outstanding  for a period  longer  than  their  Eligibility  Period
(without  regard to unapplied  credits) or are otherwise not Eligible  Accounts,
then all Accounts owing from that Account  Debtor will be deemed  ineligible for
borrowing.  Silicon may, from time to time, in its good faith business judgment,
revise the Minimum Eligibility Requirements, upon written notice to Borrower.

     "Equipment" means all present and future "equipment" as defined in the Code
in effect on the date hereof with such  additions to such term as may  hereafter
be made,  and  includes  without  limitation  all  machinery,  fixtures,  goods,
vehicles (including motor vehicles and trailers), and any interest in any of the
foregoing.

     "Event of Default" means any of the events set forth in Section 7.1 of this
Agreement.

     "GAAP" means generally accepted accounting principles consistently applied.

     "General Intangibles" means all present and future "general intangibles" as
defined in the Code in effect on the date  hereof  with such  additions  to such
term as may hereafter be made, and includes without  limitation all Intellectual
Property, payment intangibles,  royalties,  contract rights, goodwill, franchise
agreements,  purchase orders,  customer lists,  route lists,  telephone numbers,
domain names, claims, income tax refunds,  security and other deposits,  options
to  purchase  or sell  real  or  personal  property,  rights  in all  litigation
presently  or  hereafter  pending  (whether  in  contract,  tort or  otherwise),
insurance  policies  (including without limitation key man, property damage, and
business interruption insurance), payments of insurance and rights to payment of
any kind.

     "good faith  business  judgment"  means  honesty in fact and good faith (as
defined in  Section  1201 of the Code) in the  exercise  of  Silicon's  business
judgment.

     "including" means including (but not limited to).

     "Intellectual  Property"  means all  present  and  future  (a)  copyrights,
copyright  rights,  copyright  applications,  copyright  registrations  and like
protections  in each work of authorship  and  derivative  work thereof,  whether
published or  unpublished,  (b) trade  secret  rights,  including  all rights to
unpatented inventions and know-how, and confidential information;  (c) mask work
or similar  rights  available for the  protection of  semiconductor  chips;  (d)
patents,  patent applications and like protections  including without limitation
improvements,  divisions,  continuations,  renewals,  reissues,  extensions  and
continuations-in-part of the same; (e) trademarks,  servicemarks,  trade styles,
and trade names,  whether or not any of the  foregoing are  registered,  and all
applications to register and registrations of the same and like protections, and
the entire goodwill of the business of Borrower connected with and symbolized by
any such trademarks;  (f) computer software and computer software products;  (g)
designs and design rights; (h) technology;  (i) all claims for damages by way of
past,  present and future  infringement of any of the rights included above; (j)
all licenses or other  rights to use any property or rights of a type  described
above.

     "Inventory" means all present and future "inventory" as defined in the Code
in effect on the date hereof with such  additions to such term as may  hereafter
be made, and includes without limitation all merchandise,  raw materials, parts,
supplies, packing and shipping materials, work in process and finished products,
including without  limitation such inventory as is temporarily out of Borrower's
custody or possession  or in transit and  including  any returned  goods and any
documents of title representing any of the above.

     "Investment  Property"  means all present and future  investment  property,
securities,  stocks, bonds, debentures, debt securities,  partnership interests,
limited liability company interests, options, security entitlements,  securities
accounts, commodity contracts, commodity accounts, and all financial assets held
in any securities account or otherwise, and all options and warrants to purchase
any of the foregoing,  wherever located, and all other securities of every kind,
whether certificated or uncertificated.

     "Loan Documents" means, collectively,  this Agreement, the Representations,
and all other present and future documents,  instruments and agreements  between
Silicon  and  Borrower,  including,  but not  limited to those  relating to this
Agreement,  and  all  amendments  and  modifications  thereto  and  replacements
therefor.

                                       11
<PAGE>


                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK

     "Material  Adverse  Change"  means  any of the  following:  (i) a  material
adverse change in the business,  operations,  or financial or other condition of
the Borrower,  or (ii) a material impairment of the prospect of repayment of any
portion  of the  Obligations;  or (iii) a  material  impairment  of the value or
priority of Silicon's security interests in the Collateral.

     "Obligations"  means  all  present  and  future  Loans,  advances,   debts,
liabilities,  obligations, guaranties, covenants, duties and indebtedness at any
time owing by Borrower to Silicon,  whether  evidenced by this  Agreement or any
note or other  instrument  or document,  or otherwise,  whether  arising from an
extension of credit, opening of a letter of credit,  banker's acceptance,  loan,
guaranty,  indemnification or otherwise,  whether direct or indirect (including,
without  limitation,  those  acquired by  assignment  and any  participation  by
Silicon in Borrower's debts owing to others), absolute or contingent,  due or to
become due, including,  without  limitation,  all interest,  charges,  expenses,
fees,  attorney's fees,  expert witness fees, audit fees, letter of credit fees,
collateral  monitoring  fees,  closing fees,  facility fees,  termination  fees,
minimum  interest  charges and any other sums  chargeable to Borrower under this
Agreement or under any other Loan Documents.

     "Other  Property"  means the  following as defined in the Code in effect on
the date hereof with such  additions to such term as may hereafter be made,  and
all rights relating  thereto:  all present and future  "commercial  tort claims"
(including  without  limitation  any  commercial  tort claims  identified in the
Representations),   "documents",  "instruments",  "promissory  notes",  "chattel
paper",  "letters  of  credit",  "letter-of-credit  rights",  "fixtures",  "farm
products" and "money";  and all other goods and personal property of every kind,
tangible  and  intangible,  whether or not  governed by the  California  Uniform
Commercial Code.

     "Permitted  Liens"  means  the  following:   (i)  purchase  money  security
interests  in specific  items of  Equipment;  (ii)  leases of specific  items of
Equipment;  (iii)  liens for taxes not yet  payable;  (iv)  additional  security
interests  and liens  consented to in writing by Silicon,  which  consent may be
withheld in its good faith  business  judgment;  (v)  security  interests  being
terminated  substantially  concurrently  with  this  Agreement;  (vi)  liens  of
materialmen,  mechanics, warehousemen,  carriers, or other similar liens arising
in the  ordinary  course of  business  and  securing  obligations  which are not
delinquent;  (vii) liens incurred in connection  with the extension,  renewal or
refinancing of the indebtedness  secured by liens of the type described above in
clauses (i) or (ii) above,  provided that any extension,  renewal or replacement
lien  is  limited  to the  property  encumbered  by the  existing  lien  and the
principal amount of the indebtedness being extended,  renewed or refinanced does
not  increase;  (viii) Liens in favor of customs and revenue  authorities  which
secure  payment of customs duties in connection  with the  importation of goods.
Silicon  will have the right to  require,  as a condition  to its consent  under
subparagraph (iv) above, that the holder of the additional  security interest or
lien  sign  an   intercreditor   agreement  on  Silicon's  then  standard  form,
acknowledge that the security  interest is subordinate to the security  interest
in favor of Silicon, and agree not to take any action to enforce its subordinate
security  interest  so long as any  Obligations  remain  outstanding,  and  that
Borrower  agree  that any  uncured  default  in any  obligation  secured  by the
subordinate  security  interest shall also  constitute an Event of Default under
this Agreement.

     "Person" means any  individual,  sole  proprietorship,  partnership,  joint
venture,   trust,   unincorporated   organization,   association,   corporation,
government, or any agency or political division thereof, or any other entity.

     "Representations" means the written Representations and Warranties provided
by Borrower to Silicon referred to in the Schedule.

     "Reserves" means, as of any date of determination,  such amounts as Silicon
may from time to time establish and revise in its good faith business  judgment,
reducing   the  amount  of  Loans,   Letters  of  Credit  and  other   financial
accommodations  which would otherwise be available to Borrower under the lending
formula(s)  provided  in  the  Schedule:  (a)  to  reflect  events,  conditions,
contingencies  or risks  which,  as  determined  by  Silicon  in its good  faith
business  judgment,  do or may adversely  affect (i) the Collateral or any other
property which is security for the Obligations or its value  (including  without
limitation any increase in delinquencies of Accounts), (ii) the assets, business
or  prospects  of Borrower or any  guarantor  of the  Obligations,  or (iii) the
security interests and other rights of Silicon in the Collateral  (including the
enforceability,  perfection and priority  thereof);  or (b) to reflect Silicon's
good faith belief that any collateral report or financial  information furnished
by or on behalf of  Borrower  or any  Guarantor  to  Silicon is or may have been
incomplete,  inaccurate or misleading in any material respect; or (c) in respect
of any state of facts which  Silicon  determines  in good faith  constitutes  an
Event of Default or may,  with notice or passage of time or both,  constitute an
Event of Default.

     Other Terms. All accounting terms used in this Agreement,  unless otherwise
indicated,  shall have the meanings given to such terms in accordance with GAAP,
consistently  applied.  All other  terms  contained  in this  Agreement,  unless
otherwise indicated, shall have the meanings provided by the Code, to the extent
such terms are defined therein.


                                       12
<PAGE>


                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK


GENERAL PROVISIONS.
-------------------

     9.1 Interest  Computation.  In computing  interest on the Obligations,  all
wire transfers  shall be deemed applied on account of the Obligations on the day
of receipt by Silicon thereof and all checks and other items of payment received
by Silicon  (including  proceeds of Accounts and payment of the  Obligations  in
full) shall be deemed applied by Silicon on account of the  Obligations  two (2)
Business Days after receipt by Silicon, and, for purposes of the foregoing,  any
such funds  received  after 12:00 Noon (Pacific Time) on any day shall be deemed
received on the next Business Day..  Silicon shall not, however,  be required to
credit  Borrower's  account  for the  amount  of any  item of  payment  which is
unsatisfactory to Silicon in its good faith business  judgment,  and Silicon may
charge  Borrower's  loan account for the amount of any item of payment  which is
returned to Silicon unpaid.

     9.2  Application of Payments.  All payments with respect to the Obligations
may be applied,  and in  Silicon's  good faith  business  judgment  reversed and
re-applied,  to the  Obligations,  in such  order and  manner as  Silicon  shall
determine in its good faith business judgment.

     9.3 Charges to  Accounts.  Silicon  may, in its  discretion,  require  that
Borrower  pay  monetary  Obligations  in  cash to  Silicon,  or  charge  them to
Borrower's Loan account, in which event they will bear interest at the same rate
applicable  to the  Loans.  Silicon  may also,  in its  discretion,  charge  any
monetary Obligations to Borrower's Deposit Accounts maintained with Silicon.

     9.4 Monthly  Accountings.  Silicon shall provide  Borrower  monthly with an
account of  advances,  charges,  expenses  and  payments  made  pursuant to this
Agreement.  Such  account  shall be deemed  correct,  accurate  and  binding  on
Borrower  and an account  stated  (except for  reverses  and  reapplications  of
payments made and corrections of errors discovered by Silicon),  unless Borrower
notifies Silicon in writing to the contrary within 60 days after such account is
rendered, describing the nature of any alleged errors or omissions.

     9.5  Notices.  All  notices to be given  under this  Agreement  shall be in
writing and shall be given either  personally or by reputable  private  delivery
service or by  regular  first-class  mail,  or  certified  mail  return  receipt
requested,  addressed to Silicon or Borrower at each of the  addresses  shown in
the heading to this Agreement,  or at any other address designated in writing by
one party to the other  party.  Notices  to  Silicon  shall be  directed  to the
Commercial  Finance  Division,  to the attention of the Division  Manager or the
Division  Credit  Manager.  All notices  shall be deemed to have been given upon
delivery in the case of notices  personally  delivered,  or at the expiration of
one Business Day  following  delivery to the private  delivery  service,  or two
Business  Days  following the deposit  thereof in the United  States mail,  with
postage prepaid.

     9.6  Severability.  Should any  provision of this  Agreement be held by any
court of competent  jurisdiction to be void or unenforceable,  such defect shall
not affect the remainder of this  Agreement,  which shall continue in full force
and effect.

     9.7  Integration.   This  Agreement  and  such  other  written  agreements,
documents  and  instruments  as may be executed in  connection  herewith are the
final,  entire and complete agreement between Borrower and Silicon and supersede
all  prior  and  contemporaneous   negotiations  and  oral  representations  and
agreements,  all of which are merged and integrated in this Agreement. There are
no oral understandings,  representations or agreements between the parties which
are not set forth in this Agreement or in other written agreements signed by the
parties in connection herewith.

     9.8  Waivers;  Indemnity.  The  failure  of Silicon at any time or times to
require Borrower to strictly comply with any of the provisions of this Agreement
or any other  Loan  Document  shall not waive or  diminish  any right of Silicon
later to demand  and  receive  strict  compliance  therewith.  Any waiver of any
default  shall  not  waive  or  affect  any  other  default,  whether  prior  or
subsequent, and whether or not similar. None of the provisions of this Agreement
or any other  Loan  Document  shall be deemed to have been  waived by any act or
knowledge of Silicon or its agents or employees,  but only by a specific written
waiver  signed by an  authorized  officer of Silicon and  delivered to Borrower.
Borrower  waives the benefit of all statutes of  limitations  relating to any of
the  Obligations  or this  Agreement  or any other Loan  Document,  and Borrower
waives  demand,  protest,  notice of protest and notice of default or  dishonor,
notice of payment and nonpayment, release, compromise,  settlement, extension or
renewal  of any  commercial  paper,  instrument,  account,  General  Intangible,
document or guaranty at any time held by Silicon on which  Borrower is or may in
any way be liable,  and notice of any action taken by Silicon,  unless expressly
required by this Agreement.  Borrower hereby agrees to indemnify Silicon and its
affiliates,  subsidiaries,  parent, directors,  officers, employees, agents, and
attorneys, and to hold them harmless from and against any and all claims, debts,
liabilities,  demands, obligations,  actions, causes of action, penalties, costs
and expenses (including  reasonable  attorneys' fees), of every kind, which they
may sustain or incur based upon or arising out of any of the Obligations, or any
relationship  or agreement  between  Silicon and Borrower,  or any


                                       13
<PAGE>


                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK

other  matter,  relating  to  Borrower or the  Obligations;  provided  that this
indemnity shall not extend to damages proximately caused by the indemnitee's own
gross negligence or willful  misconduct.  Notwithstanding  any provision in this
Agreement to the  contrary,  the  indemnity  agreement set forth in this Section
shall  survive any  termination  of this  Agreement  and shall for all  purposes
continue in full force and effect.

     9.9 No Liability for Ordinary  Negligence.  Neither Silicon, nor any of its
directors, officers, employees, agents, attorneys or any other Person affiliated
with or representing Silicon shall be liable for any claims,  demands, losses or
damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower
or any other party  through the ordinary  negligence  of Silicon,  or any of its
directors, officers, employees, agents, attorneys or any other Person affiliated
with or  representing  Silicon,  but nothing  herein shall relieve  Silicon from
liability for its own gross negligence or willful misconduct.

     9.10  Amendment.  The terms and  provisions  of this  Agreement  may not be
waived  or  amended,  except  in a  writing  executed  by  Borrower  and a  duly
authorized officer of Silicon.

     9.11 Time of Essence. Time is of the essence in the performance by Borrower
of each and every obligation under this Agreement.

     9.12 Attorneys Fees and Costs.  Borrower  shall  reimburse  Silicon for all
reasonable attorneys' fees and all filing,  recording,  search, title insurance,
appraisal,  audit, and other reasonable costs incurred by Silicon,  pursuant to,
or in connection  with, or relating to this Agreement  (whether or not a lawsuit
is filed),  including,  but not limited to, any reasonable  attorneys'  fees and
costs Silicon  incurs in order to do the  following:  prepare and negotiate this
Agreement  and all present  and future  documents  relating  to this  Agreement;
obtain legal advice in connection with this Agreement or Borrower;  enforce,  or
seek to enforce, any of its rights; prosecute actions against, or defend actions
by, Account Debtors; commence, intervene in, or defend any action or proceeding;
initiate any complaint to be relieved of the automatic stay in bankruptcy;  file
or prosecute any probate claim,  bankruptcy claim,  third-party  claim, or other
claim;  examine,  audit,  copy,  and  inspect  any of the  Collateral  or any of
Borrower's books and records;  protect, obtain possession of, lease, dispose of,
or  otherwise  enforce  Silicon's  security  interest  in, the  Collateral;  and
otherwise  represent  Silicon  in  any  litigation  relating  to  Borrower.   In
satisfying  Borrower's  obligation hereunder to reimburse Silicon for attorney's
fees,  Borrower  may,  for  convenience,  issue  checks  directly  to  Silicon's
attorneys,  Troutman  Sanders  LLP, but  Borrower  acknowledges  and agrees that
Troutman Sanders LLP is representing only Silicon and not Borrower in connection
with this Agreement. If either Silicon or Borrower files any lawsuit against the
other  predicated on a breach of this  Agreement,  the prevailing  party in such
action shall be entitled to recover its reasonable  costs and  attorneys'  fees,
including (but not limited to) reasonable  attorneys' fees and costs incurred in
the enforcement  of,  execution upon or defense of any order,  decree,  award or
judgment.  All  attorneys'  fees  and  costs to which  Silicon  may be  entitled
pursuant  to  this  Paragraph  shall  immediately   become  part  of  Borrower's
Obligations,  shall be due on demand, and shall bear interest at a rate equal to
the highest interest rate applicable to any of the Obligations.

     9.13  Benefit of  Agreement.  The  provisions  of this  Agreement  shall be
binding  upon and inure to the benefit of the  respective  successors,  assigns,
heirs,  beneficiaries  and  representatives  of Borrower and Silicon;  provided,
however,  that  Borrower may not assign or transfer any of its rights under this
Agreement  without  the prior  written  consent of Silicon,  and any  prohibited
assignment  shall be void. No consent by Silicon to any assignment shall release
Borrower from its liability for the Obligations.

     9.14 Joint and Several  Liability.  If  Borrower  consists of more than one
Person,  their liability  shall be joint and several,  and the compromise of any
claim with,  or the release of, any Borrower  shall not  constitute a compromise
with, or a release of, any other Borrower.

     9.15  Limitation  of  Actions.  Any claim or cause of  action  by  Borrower
against Silicon,  its directors,  officers,  employees,  agents,  accountants or
attorneys,  based upon, arising from, or relating to this Loan Agreement, or any
other Loan Document, or any other transaction  contemplated hereby or thereby or
relating  hereto or thereto,  or any other  matter,  cause or thing  whatsoever,
occurred,  done,  omitted or  suffered  to be done by  Silicon,  its  directors,
officers,  employees,  agents,  accountants or attorneys, shall be barred unless
asserted by Borrower by the  commencement  of an action or proceeding in a court
of competent jurisdiction by the filing of a complaint within one year after the
first act,  occurrence or omission upon which such claim or cause of action,  or
any part  thereof,  is based,  and the service of a summons and  complaint on an
officer of  Silicon,  or on any other  person  authorized  to accept  service on
behalf of Silicon, within thirty (30) days thereafter. Borrower agrees that such
one-year  period is a reasonable and sufficient time for Borrower to investigate
and act upon any such claim or cause of action.  The  one-year  period  provided
herein shall not

                                       14
<PAGE>


                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK

be waived,  tolled,  or extended except by the written consent of Silicon in its
sole  discretion.  This  provision  shall survive any  termination  of this Loan
Agreement or any other Loan Document.

     9.16 Paragraph Headings; Construction.  Paragraph headings are only used in
this  Agreement  for  convenience.  Borrower  and Silicon  acknowledge  that the
headings  may not  describe  completely  the  subject  matter of the  applicable
paragraph, and the headings shall not be used in any manner to construe,  limit,
define or interpret any term or provision of this Agreement.  This Agreement has
been fully  reviewed and  negotiated  between the parties and no  uncertainty or
ambiguity in any term or provision of this Agreement shall be construed strictly
against Silicon or Borrower under any rule of construction or otherwise.

     9.17 Governing Law;  Jurisdiction;  Venue.  This Agreement and all acts and
transactions  hereunder and all rights and  obligations  of Silicon and Borrower
shall be governed by the laws of the State of Georgia. As a material part of the
consideration to Silicon to enter into this Agreement,  Borrower (i) agrees that
all actions and  proceedings  relating  directly or indirectly to this Agreement
shall, at Silicon's option,  be litigated in courts located within Georgia,  and
that the exclusive  venue therefor shall be Fulton County;  (ii) consents to the
jurisdiction  and venue of any such court and  consents to service of process in
any such action or proceeding by personal delivery or any other method permitted
by law; and (iii)  waives any and all rights  Borrower may have to object to the
jurisdiction  of any such court,  or to transfer or change the venue of any such
action or proceeding.

9.18        Mutual Waiver of Jury Trial.

     Borrower  and Silicon  each hereby  waive the right to trial by jury in any
action or proceeding based upon, arising out of, or in any way relating to, this
Agreement or any other present or future instrument or agreement between Silicon
and Borrower, or any conduct, acts or omissions of Silicon or Borrower or any of
their directors,  officers,  employees,  agents,  attorneys or any other persons
affiliated  with Silicon or Borrower,  in all of the  foregoing  cases,  whether
sounding in contract or tort or otherwise.





Borrower:                                        Silicon:

   ROSS SYSTEMS, INC.                            SILICON VALLEY BANK


   By                                            By
     ----------------------------------                 ------------------------
         President or Vice President             Title
                                                        ------------------------
   By
     ----------------------------------
         Secretary or Ass't Secretary


   ROSS SYSTEMS (UK) LTD.


   By
     ----------------------------------
         President or Vice President

   By
     ----------------------------------
         Secretary or Ass't Secretary




                                       15
<PAGE>

                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK


                               Silicon Valley Bank
                     Schedule to Loan and Security Agreement


                          Borrower: ROSS SYSTEMS, INC.
                             ROSS SYSTEMS (UK) LTD.
                    Address: Two Concourse Parkway, Suite 800
                                Atlanta, GA 30328

                            Date: September 24, 2002

This Schedule forms an integral part of the Loan and Security  Agreement between
Silicon Valley Bank and the above-borrower of even date.

================================================================================


1.  Credit Limit                        An amount  not to exceed  the lesser of:
      (Section 1.1):                    (i)   $5,000,000   at   any   one   time
                                        outstanding    (the   "Maximum    Credit
                                        Limit");   or  (ii)  70%  (the  "Advance
                                        Rate")  of  the  amount  of   Borrower's
                                        Eligible Accounts (as defined in Section
                                        8  above).  Silicon  may,  from  time to
                                        time,  modify the Advance  Rate,  in its
                                        good  faith  business   judgment,   upon
                                        notice to the Borrower, based on changes
                                        in collection experience with respect to
                                        Accounts  or  other  issues  or  factors
                                        relating   to  the   Accounts  or  other
                                        Collateral.



      Letter of Credit Sublimit
      (Section 1.6):                             $0

      Export Import Bank Sublimit
      (Section 1.7)                    One million Dollars ($1,000,000)
      Foreign Exchange Sublimit
      (Section 1.8)                    Five Hundred Thousand Dollars ($500,000)
      Cash Management Sublimit
      (Section 1.9)                    Twenty Five Thousand Dollars ($25,000)
===============================================================================
2.  Interest.

          Interest Rate (Section 1.2): A rate  equal  to the  "Prime  Rate"  in
                                       effect  from  time to time,  plus 2% per
                                       annum.  Interest  shall be calculated on
                                       the  basis  of a  360-day  year  for the
                                       actual  number of days  elapsed.  "Prime
                                       Rate" means the rate announced from time
                                       to time by Silicon as its "prime  rate;"
                                       it is a base rate upon which other rates
                                       charged by Silicon are based,  and it is
                                       not  necessarily the best rate available
                                       at Silicon. The interest rate applicable
                                       to the Obligations  shall change on each
                                       date  there  is a  change  in the  Prime
                                       Rate.


================================================================================
3.  Fees (Section 1.4):

           Loan Fee:                   $50,000, payable concurrently herewith.

           Collateral Monitoring       $1,000,  per  month,  payable in arrears
           Fee:                        (prorated  for any partial  month at the
                                       beginning  and at  termination  of  this
                                       Agreement).


           Unused Portion Fee:         The Borrower  shall pay to Silicon a fee
                                       (collectively,  the  "Unused  Line Fees"
                                       and  individually,  a "Unused Line Fee")
                                       in an amount equal to one quarter of one
                                       percent (0.25%) per annum of the average
                                       daily unused and undisbursed  portion of
                                       the Maximum Credit Limit accruing during
                                       each  month.   The  accrued  and  unpaid
                                       portion of the Unused  Line Fee shall be
                                       paid by the  Borrower  to Silicon on the
                                       last day of each  month,  commencing  on
                                       the first such date  following  the date
                                       hereof, and ending on the Maturity Date.


                                       16
<PAGE>

                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK




           Line Renewal:               The Borrower  shall pay to Silicon a fee
                                       (collectively,  the "Line  Renewal Fees"
                                       and individually,  a "Line Renewal Fee")
                                       in the amount of $25,000 upon review and
                                       renewal   by   Silicon   on  the   first
                                       anniversary   of  the   date   of   this
                                       Agreement


           Termination:                The Borrower  shall pay to Silicon a fee
                                       (the "Termination Fee") equal to $50,000
                                       to terminate the credit  facility  prior
                                       to March 23,  2003 (six (6) months  from
                                       the  date  hereof)  and a fee  equal  to
                                       $25,000 to terminate the credit facility
                                       prior to September 23, 2003.

================================================================================
4.  Maturity Date                      Two  (2)  years  from  the  date of this
      (Section 6.1):                   Agreement  (i.e.  September  23,  2004),
                                       with   annual   review  and  renewal  by
                                       Silicon at the end of the first year.


================================================================================
5.  Financial Covenants
      (Section 5.1):                   Borrower  shall  comply with each of the
                                       following covenants. Compliance shall be
                                       determined  as of the end of each month,
                                       except   as    otherwise    specifically
                                       provided  below:


           Minimum Tangible
           Net Worth:                  Borrower  shall  maintain a Tangible Net
                                       Worth of not less than ($1,400,000) plus
                                       fifty percent (50%) of quarterly  EBITDA
                                       earning with intra quarter losses not to
                                       exceed  $1,000,000  per  month.  Minimum
                                       Cash with Silicon: $500,000


           Minimum Cash
           and Accounts:               $1,500,000 during each fiscal quarter and
                                       $2,000,000 as of the end of each fiscal
                                       quarter

           Positive EBITDA:            Borrower  shall  maintain   quarterly  a
                                       positive  EBITDA of not less than 50% of
                                       the  financial   plan  approved  by  the
                                       Borrower's board


           Definitions.                For purposes of the foregoing  financial
                                       covenants, the following term shall have
                                       the following meaning:

                                       "Tangible  Net  Worth"  shall  mean  the
                                       excess  of  total   assets   over  total
                                       liabilities,  determined  in  accordance
                                       with    GAAP,    with   the    following
                                       adjustments:

                                               (A) there shall be excluded from
                                       assets: (i) notes,  accounts  receivable
                                       and other  obligations owing to Borrower
                                       from its  officers or other  Affiliates,
                                       and  (ii)  all  assets  which  would  be
                                       classified  as  intangible  assets under
                                       GAAP,   including   without   limitation
                                       goodwill, licenses, patents, trademarks,
                                       trade  names,  copyrights,   capitalized
                                       software   and   organizational   costs,
                                       licenses and franchises

                                               (B) there shall be excluded from
                                       liabilities:  all indebtedness  which is
                                       subordinated to the Obligations  under a
                                       subordination    agreement    in    form
                                       specified  by Silicon or by  language in
                                       the     instrument     evidencing    the
                                       indebtedness  which  Silicon  agrees  in
                                       writing is  acceptable to Silicon in its
                                       good faith business judgment.


================================================================================

6.  Reporting.
   (Section 5.3):

               Borrower shall provide Silicon with the following:

               1.   Weekly transaction reports and schedules of collections,  on
                    Silicon's standard form.

               2.   Monthly accounts  receivable  agings,  aged by invoice date,
                    within fifteen (15) days after the end of each month.

               3.   Monthly accounts  payable agings,  aged by invoice date, and
                    outstanding or held check registers,  if any, within fifteen
                    (15) days after the end of each month.

                                       17
<PAGE>

                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK


               4.   Monthly  reconciliations of accounts receivable agings (aged
                    by invoice date),  transaction  reports, and general ledger,
                    within fifteen (15) days after the end of each month.

               5.   Monthly   unaudited   financial   statements,   as  soon  as
                    available,  and in any event  within  thirty (30) days after
                    the end of each month.

               6.   Monthly  Compliance  Certificates,  within  thirty (30) days
                    after the end of each month,  in such form as Silicon  shall
                    reasonably specify, signed by the Chief Financial Officer of
                    Borrower,  certifying  that  as of  the  end of  such  month
                    Borrower  was in full  compliance  with all of the terms and
                    conditions of this Agreement, and setting forth calculations
                    showing compliance with the financial covenants set forth in
                    this  Agreement and such other  information as Silicon shall
                    reasonably  request,   including,   without  limitation,   a
                    statement  that at the end of such month  there were no held
                    checks.

               7.   Quarterly  unaudited  financial   statements,   as  soon  as
                    available,  and in any  event  within  forty-five  (45) days
                    after the end of each fiscal quarter of Borrower.

               8.   Annual  operating  budgets   (including  income  statements,
                    balance sheets and cash flow  statements,  by month) for the
                    upcoming  fiscal  year of Borrower  within  thirty (30) days
                    prior to the end of each fiscal year of Borrower.

               9.   Annual financial  statements,  as soon as available,  and in
                    any event within one hundred twenty (120) days following the
                    end of  Borrower's  fiscal year,  certified  by, and with an
                    unqualified   opinion  of,   independent   certified  public
                    accountants acceptable to Silicon.


================================================================================

7.  Borrower Information:              Borrower  represents  and warrants  that
                                       the   information   set   forth  in  the
                                       Representations  and  Warranties  of the
                                       Borrower dated July 20, 2002  previously
                                       submitted      to      Silicon      (the
                                       "Representations")  is true and  correct
                                       as of the date hereof.

================================================================================

8.  ADDITIONAL PROVISIONS

               1.   Banking  Relationship.  Borrower shall at all times maintain
                    its  primary  banking  relationship  with  Silicon.  Without
                    limiting the generality of the foregoing, Borrower shall, at
                    all times, maintain not less than 100% of its total cash (US
                    Dollars)and  investments (US Dollars) in the custody of Ross
                    Systems,  Inc. on deposit  with  Silicon.  As to any Deposit
                    Accounts and  investment  accounts  maintained  with another
                    institution,  Borrower shall act in good faith to cause such
                    institution,  within thirty (30) days after the date of this
                    Agreement,  to  enter  into  a  control  agreement  in  form
                    acceptable to Silicon in its good faith business judgment in
                    order to perfect Silicon's  first-priority security interest
                    in  said   Deposit   Accounts   and   investment   accounts.
                    Notwithstanding the foregoing,  Borrower may continue to use
                    Bank of America for payroll processing.

               2.   Subordination   of  Inside  Debt.  All  present  and  future
                    indebtedness  of Borrower  to its  officers,  directors  and
                    shareholders   ("Inside  Debt")  shall,  at  all  times,  be
                    subordinated to the Obligations  pursuant to a subordination
                    agreement on Silicon's  standard form.  Borrower  represents
                    and  warrants  that  there  is  no  Inside  Debt   presently
                    outstanding,    except   for   the   following:   $2,000,000
                    Convertible  Preferred Stock.  Prior to incurring any Inside
                    Debt in the future,  Borrower shall cause the person to whom
                    such  Inside  Debt will be owed to  execute  and  deliver to
                    Silicon a  subordination  agreement  on  Silicon's  standard
                    form.

               3.   Intellectual  Property  Security  Agreement.  As a condition
                    precedent  to  the  effectiveness  of  this  Agreement,  the
                    Borrower  shall have executed and delivered an  Intellectual
                    Property Security  Agreement (the "IP Security  Agreement"),
                    substantially in the form attached hereto as Exhibit B.


                                       18
<PAGE>

                   EXHIBIT 10.9 - LOAN AND SECURITY AGREEMENT
               BETWEEN ROSS SYSTEMS, INC. AND SILICON VALLEY BANK


               4.   Ross Systems  (UK) Ltd.  Cash.  Provided  that no Default or
                    Event of Default  exists,  and provided that the proceeds of
                    the  Loans  are  not  used   directly  to  support   foreign
                    operations,  the  Borrower may maintain in a bank account in
                    the  United  Kingdom  a  balance  sufficient  to  cover  the
                    operating expenses of Ross Systems (UK) Ltd for a period not
                    to exceed two (2) months. All sums in excess of that allowed
                    to be  maintained  in a bank  account in the United  Kingdom
                    shall  be  remitted  to  Silicon  immediately  and not  less
                    frequently than on a monthly basis.


               5.   Limitation  on  Advances.   Notwithstanding   any  provision
                    contained herein to the contrary,  advances  hereunder shall
                    not exceed the lesser of (a)  $4,000,000  or (b) the Advance
                    Rate until all conditions precedent to funding the Exim Loan
                    Sublimit  have  been  satisfied  in the sole  discretion  of
                    Silicon.



Borrower:                                        Silicon:

   ROSS SYSTEMS, INC.                            SILICON VALLEY BANK


   By                                           By
     ----------------------------------           ------------------------------
           President or Vice President
                                                Title
                                                      --------------------------
   By
     ----------------------------------
           Secretary or Ass't Secretary


   ROSS SYSTEMS (UK) LTD.


   By
     ----------------------------------
           President or Vice President

   By
     ----------------------------------
           Secretary or Ass't Secretary


                                       19
<PAGE>