<PAGE>

                                                               EXHIBIT 10.5(a)

COAST


                          EXTENSION AGREEMENT AND
                        AMENDMENT TO LOAN DOCUMENTS



BORROWER:     ROSS SYSTEMS, INC.
ADDRESS:      555 TWIN DOLPHIN DR.
              REDWOOD CITY, CALIFORNIA

DATE:         MARCH 21, 1997


     THIS EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS is entered into 
between COAST BUSINESS CREDIT, a division of Southern Pacific Thrift & Loan 
Association ("Coast"), whose address is 12121 Wilshire Blvd., Suite 1111, Los 
Angeles, California and the borrower named above (the "Borrower").

     The Parties agree to amend, effective as of the date hereof the 
following: (1) the Loan and Security Agreement between them, dated October 
11, 1994 (as amended by the First Amendment to Loan and Security Agreement 
dated October 11, 1994, by the Extension Agreement and Amendment to Loan 
Documents dated August 18, 1995 and as the same may have been otherwise 
amended, the "Loan Agreement"); (2) that certain Accounts Collateral Security 
Agreement between them, dated October 11, 1994 (as amended by the First 
Amendment to Loan and Security Agreement dated October 11, 1994, by the 
Extension Agreement and Amendment to Loan Documents dated August 18, 1995 and 
as the same may have been otherwise amended, the "Accounts Agreement"); and 
(3) that certain Secured Promissory Note dated October 11, 1994, as amended 
by that by the Extension Agreement and Amendment to Loan Documents dated 
August 18, 1995 (the "Note"), as set forth herein. (This Amendment, the Loan 
Agreement, the Accounts Agreement, the Note, any prior written amendments to 
said agreements signed by Coast and the Borrower, and all other written 
documents and agreements between Coast and the Borrower are referred to 
herein collectively as the "Loan Documents". Capitalized terms used but not 
defined in this Amendment, shall have the meanings set forth in the Loan 
Agreement.)

     1.  REFERENCES TO COASTFED.  All references to CoastFed Business 
Corporation in the Loan Documents are hereby amended to be references to 
Coast Business Credit, a division of Southern Pacific Thrift & Loan 
Association (formerly known as CoastFed Business Corporation); and the 
defined term of CoastFed in all the Loan Documents is hereby amended to be 
"Coast."

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COAST BUSINESS CREDIT      EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS
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      2.  INCREASE IN CREDIT LINE AMOUNT.  The last sentence of Section 1.1 of 
the Loan Agreement which now reads "Notwithstanding anything herein or in any 
Collateral Agreement to the contrary, in no event shall the Borrower permit 
the total balance of all Loans and all other Obligations outstanding at any 
one time to exceed $10,000,000; and, if for any reason they do, Borrower 
shall immediately pay the amount of such excess to Coast in immediately 
available funds." is hereby deleted and replaced with the following:

      "Notwithstanding anything herein or in any Collateral Agreement to the
      contrary, in no event shall the Borrower permit the total balance of all 
      Loans and all other Obligations outstanding at any one time to exceed 
      $15,000,000; and, if for any reason they do, Borrower shall immediately
      pay the amount of such excess to Coast in immediately available funds."

      3.  EXTENSION OF MATURITY DATE.   The Maturity Date "October 31, 1997" 
set forth in Section 8 of the Loan Agreement is amended to read as follows: 
"October 31, 2000".

      4.  MODIFIED SECTION 2.1.  Section 2.1 of the Accounts Agreement is 
hereby amended in its entirety to read as follows:

      "2.1 AMOUNT OF LOANS.  Provided no Event of Default has occurred, Coast 
      agrees to make Loans to Borrower, repayable on demand, in amounts up to 
      (I) 75% of the Net Amount of each Account, which Coast in its sole and 
      absolute discretion deems eligible for borrowing PLUS (II) the lesser 
      of 75% of the Net Amount of each UK Account (as defined below and with
      respect to which Coast in its sole and absolute discretion deems 
      eligible for borrowing) or $1,000,000 outstanding at any one time;
      PROVIDED, HOWEVER, that:

      (a)   In no event may the outstanding Loans with respect to Accounts
      representing 'Maintenance Receivables' exceed the 'Maintenance 
      Receivables Sublimit'. As used herein, 'Maintenance Receivables' means
      receivables arising from invoices presented to Borrower's customers for
      future services that Borrower may render, on account of future 
      maintenance, to such customers outstanding no more than 120 days from 
      their due date. As used herein, 'Maintenance Receivables Sublimit' 
      shall be, as of the end of each of Borrower's fiscal quarters, equal to 
      the lesser of (I) $7,000,000 or (II) Borrower's total revenues during 
      the four fiscal quarters ended on such date, divided by $71,265,000, 
      and then multiplying the resulting number by $4,000,000.

      The Borrower shall provide to Coast the information necessary to compute 
      the adjustment to the Maintenance Receivables Sublimit at the time 
      Borrower submits to Coast its quarterly and annual financial statements
      under Section 3.8 of the Loan Agreement, and the adjustment to the 
      Maintenance Receivables Sublimit shall go into effect on Coast's 
      completion of its review of

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COAST BUSINESS CREDIT      EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS
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      said financial statements (which shall be completed by Coast within five
      business days after receipt of the same).

      (b)  Coast shall have the right to reserve from Loans which would 
      otherwise be available to the Borrower in each month an amount equal to 
      the maximum amount payable to Argonaut Information Systems of 
      California, Inc. ("Argonaut") during the following month, under the 
      Intercreditor Agreement among Borrower, Coast and Argonaut dated as of
      June 30, 1995. The term "Net Amount" of an Account, as used herein, 
      shall mean the gross amount of the Account, minus all applicable sales,
      use, excise and other similar taxes and minus all discounts, credits and
      allowances of any nature at any time issued, owing, granted, outstanding,
      available or claimed.

      (c)  Without limitation that the determination regarding which Accounts 
      are deemed eligible for borrowing purposes hereunder is in sole 
      discretion of Coast, Accounts (other than UK Accounts) outstanding for
      greater than 120 days from their due date shall not be considered 
      eligible for borrowing purposes hereunder. Further, if more than 25% of 
      the Accounts owing from an account debtor are outstanding more than 120 
      days from their due date (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.

      (d)  Without limitation that the determination regarding which UK 
      Accounts are deemed eligible for borrowing purposes hereunder is in sole
      discretion of Coast, UK Accounts outstanding for greater than 60 days 
      from their due date shall not be considered eligible for borrowing 
      purposes hereunder. Further, if more than 25% of the UK Accounts owing 
      from an account debtor are outstanding more than 60 days from their due 
      date (without regard to unapplied credits) or are otherwise not 
      eligible UK Accounts, then all UK Accounts owing from that account 
      debtor will be deemed ineligible for borrowing.

      (d)  As used herein the term "UK Accounts" shall mean those accounts, 
      contract rights, chattel paper, and instruments, and all other 
      obligations now or hereafter owing to Ross Systems (UK) Limited.

      (e)  All Loans pursuant hereto are subject to the credit limit set forth
      in the last sentence of Section 1.1 of the Loan Agreement.

      5.  UK ACCOUNTS.  Borrower hereby acknowledges and agrees that all 
representations, warranties and covenants set forth in the Accounts Agreement 
with respect to Accounts are hereby deemed made by the Borrower as to the UK 
Accounts, with the understanding that such representations, warranties and 
covenants are considered modified (a) to refer to obligations owing to Ross 
Systems (UK) Limited rather than obligations owing to the Borrower and (b) 
that the account debtors relating thereto may be located outside of the 
United States.

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COAST BUSINESS CREDIT      EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS
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      6.  CHANGE IN INTEREST RATE.  Section 1.2 of the Loan Agreement is 
hereby amended in its entirety to read as follows:

      "1.2 INTEREST.  Unless specifically provided to the contrary in any
      Collateral Agreement, all Loans shall bear interest at a rate equal to 
      the "Prime Rate" (as hereinafter defined), plus 2% per annum, 
      calculated on the basis of a 360-day year for the actual number of days 
      elapsed.

      The interest rate applicable to all Loans shall be adjusted monthly as 
      of the first day of each month, and the interest to be charged for that
      month shall be based on the highest "Prime Rate" in effect during said 
      month, but in no event shall the rate of interest charged on any Loans 
      in any month be less than 9% per annum. "Prime Rate" is defined as the 
      actual "Reference Rate" or the substitute therefor of the Bank of 
      America NT & SA ("B of A") whether or not that rate is the lowest 
      interest rate charged by B of A. If the Prime Rate, as defined, is
      unavailable, "Prime Rate" shall mean the highest of the prime rates
      published in the Wall Street Journal on the first business day of the
      month, as the base rate on corporate loans at large U.S. money center
      commercial banks."

      7.  TERMINATION FEE.  Section 8 of the Loan Agreement is hereby amended 
by replacing the sentence which presently reads "If termination occurs under 
subparagraph (b), (c) or (d) above, Borrower shall pay to Coast a termination 
fee in an amount equal to $10,000 for each month (or portion thereof) from 
the effective date of termination to the date which would have been the next 
renewal date had this Loan Agreement not been terminated, provided that if 
the total $200,000 loan fee under the Extension Agreement and Amendment to 
Loan Documents between Borrower and Coast dated as of August 18, 1995 has 
been paid in full by Borrower, then the following limitations on the 
termination fee shall apply: if termination is effective during the month of 
November 1996, the termination fee shall be a total of $20,000, if 
termination is effective during the month of December 1996, the termination 
fee shall be a total of $10,000, and if termination is effective after 
December 31, 1996, there shall be no termination fee." with the following:

      "If termination occurs under subparagraph (b), (c) or (d) above, 
      Borrower shall pay to Coast a termination fee in an amount equal to 
      $10,000 for each month (or portion thereof) from the effective date of 
      termination to the date which would have been the next renewal date had 
      this Loan Agreement not been terminated, provided that if the total of 
      $300,000 in loan fees (that is, each of the three fees of $100,000) 
      under section 9 of the Extension Agreement and Amendment to Loan 
      Documents between Borrower and Coast dated as of March 21, 1997 has 
      been paid in full by Borrower, then the following limitations on the 
      termination fee shall apply: if termination is effective during the 
      month of November 1999, the termination fee shall be a total of 
      $20,000, if termination is effective during the month of December 1999, 
      the termination fee shall be a total of $10,000,

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COAST BUSINESS CREDIT      EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS
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      and if termination is effective after December 31, 1999, there shall be 
      no termination fee."

      8.  NOTE MODIFICATION.  The second paragraph of the Secured Promissory 
Note dated October 11, 1994 ("Note"), made by the Borrower to Coast, as 
amended, is hereby deleted and replaced with the following:

      "This Note shall bear interest on the unpaid principal balance hereof 
      from time to time outstanding at a rate equal to the "Prime Rate" (as
      hereinafter defined) plus 2% per annum, but in no event shall the 
      interest rate in any month be less than 9% per annum. Interest shall be
      calculated on the basis of a 360-day year for the actual number of days 
      elapsed. As used herein, the term "Prime Rate" shall mean the actual 
      "Reference Rate" or the substitute therefor of the Bank of America NT & 
      SA whether or not that rate is the lowest interest rate charged by said 
      bank. The interest rate applicable to this Note shall be adjusted 
      monthly, as of the first day if each month, and the interest rate 
      charged during each month shall be based on the highest Prime Rate in 
      effect during said month. If the Prime Rate is unavailable, "Prime Rate"
      shall mean the highest of the prime rates published in the Wall Street
      Journal on the first business day of the month, as the base rate of 
      corporate loans at large U.S. money center banks. Accrued interest 
      shall be payable monthly, in addition to the principal payments provided
      above, commencing on March 31, 1997, and continuing on the last day of
      each succeeding month."

      All other terms and conditions of the Note shall remain the same.

      9.  FEE.  In consideration for Coast entering into this Extension and 
Amendment, the Borrower shall pay Coast an annual loan fee in the amount of 
$100,000, which shall be non-refundable and in addition to all interest and 
other fees payable to Coast under the Loan Documents. Said fee shall be 
payable on November 1, 1997, November 1, 1998 and November 1, 1999. Coast is 
authorized to charge said fee to Borrower's loan account.

      10.  REPRESENTATIONS TRUE.  Borrower represents and warrants to Coast 
that all representations and warranties set forth in the Loan Agreement, as 
amended hereby, are true and correct.

      11.  GENERAL PROVISIONS.  This Amendment, the Loan Agreement, and the 
other Loan Documents set forth in full all of the representations and 
agreements of the parties with respect to the subject matter hereof and 
supersede all prior discussions, representations, agreements and 
understandings between the parties with respect to the 


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COAST BUSINESS CREDIT      EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS
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subject hereof. Except as herein expressly amended, all of the terms and 
provisions of the Loan Agreement and the other Loan Documents shall continue 
in full force and effect and the same are hereby ratified and confirmed.


Borrower:                              Coast:

ROSS SYSTEMS, INC.                     COAST BUSINESS CREDIT
                                       CORPORATION, a division of Southern
                                       Pacific Thrift & Loan Association

By /s/   James P. Tinley               By /s/   [Illegible]
   -----------------------------          ------------------------------
    President or Vice President        Title
                                            ----------------------------

By /s/   James A. Watts
   -----------------------------  
   Secretary or Ass't Secretary







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COAST BUSINESS CREDIT      EXTENSION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS
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                                  CONSENT

      The undersigned, guarantor, acknowledges that its consent to the 
foregoing Agreement is not required, but the undersigned nevertheless does 
hereby consent to the foregoing Agreement and to the documents and agreements 
referred to therein and to all future modifications and amendments thereto, 
and any termination thereof, and to any and all other present and future 
documents and agreements between or among the foregoing parties. Nothing 
herein shall in any way limit any of the terms or provisions of the Guarantee 
of the undersigned, which is hereby ratified and affirmed.

                          ROSS SYSTEMS (UK) LIMITED


                          By /s/   James P. Tinley
                             ----------------------------
                          Title   Director
                             ----------------------------




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