Exhibit 10.9

     CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

     This CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT is dated as of the 29th
     day of June, 2001 by and between Ross Systems, Inc., a Delaware corporation
     ("Company"), and Benjamin W. Griffith, III ("Purchaser").


     WHEREAS, the Company desires to issue and sell to the Purchaser an
     aggregate of up to 500,000 shares (the "Shares") of the authorized but
     unissued shares of the Company's 7.5% Series A Convertible Preferred Stock
     (the "Preferred Stock"); the Shares of Preferred Stock shall have the
     respective rights, preferences and privileges set forth in the Certificate
     of Determination of Rights, Preferences and Privileges of Series A
     Convertible Preferred Stock of the Company (the "Certificate of
     Determination") attached hereto as Exhibit A; and

     WHEREAS, the Purchaser wishes to purchase the Shares on the terms and
     subject to the conditions set forth in this Agreement.

     NOW THEREFORE, in consideration of the mutual agreements, representations,
     warranties and covenants herein contained, the parties hereto agree as
     follows:

     1. Definitions. As used in this Agreement, the following terms shall have
        the following respective meanings:

     o   "Affiliate" of a party means any corporation or other business entity
         controlled by, controlling or under common control with such party. For
         this purpose "control" shall mean direct or indirect beneficial
         ownership of fifty percent (50%) or more of the voting or income
         interest in such corporation or other business entity.
     o   "Closing Date" means the date of the Closing.
     o   "Exchange Act" means the Securities Exchange Act of 1934, as amended,
         and all of the rules and regulations promulgated thereunder.
     o   "Registration Rights Agreement" shall mean that certain Registration
         Rights Agreement, dated as of the date hereof, among the Company and
         the Purchaser.
     o   "SEC" shall mean the Securities and Exchange Commission.
     o   "Securities Act" shall mean the Securities Act of 1933, as amended, and
         all of the rules and regulations promulgated thereunder.

     2. Purchase and Sale of Shares.

     o   Purchase and Sale. Subject to and upon the terms and conditions set
         forth in this Agreement, the Company agrees to issue and sell to
         Purchaser, and Purchaser hereby agrees to purchase from the Company, at
         the Closing 500,000 Shares of Preferred Stock at a purchase price of
         $4.00 per Share. The aggregate purchase price payable by the Purchaser
         to the Company for all of the Shares shall be $2,000,000.00.

     o   Closing. The closing of the transactions contemplated under this
         Agreement (the "Closing") shall take place at the offices of the
         Company at 11:AM on June 29th the business day after the Company shall
         have given written notice (the "Closing Notice") to the Purchaser that
         all of the conditions precedent set forth in Section 5.1 have been (or
         will have been) satisfied in full or at such other location, date and
         time as may be agreed upon between the Purchaser and the Company. At
         the Closing, the Company shall deliver to Purchaser a single stock
         certificate, registered in the name of Purchaser, representing the
         number of shares of Preferred Stock purchased by Purchaser, against
         payment of the purchase price



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         therefor by wire transfer of immediately available funds to such
         account or accounts as the Company shall designate in writing.

     3.  Representations and Warranties of the Company. Except as set forth in
         the SEC documents filed prior to the date hereto (as defined below) and
         the Schedules attached hereto, the Company hereby represents and
         warrants to Purchaser as follows:


     o   Incorporation. The Company is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware
         and is qualified to do business in each jurisdiction in which the
         character of its properties or the nature of its business requires such
         qualification, except where the failure to so qualify would not have a
         material adverse effect upon the Company. The Company has all requisite
         corporate power and authority to carry on its business as now
         conducted.

     o   Capitalization. As of June 27, 2001, the authorized capital stock of
         the Company consists of (i) 35,000,000 shares of Common Stock, of which
         2,565,989 shares are outstanding and (ii) 5,000,000 shares of Preferred
         stock, of which no shares are outstanding on the date hereof. Other
         than as disclosed in the SEC documents previously delivered to
         Purchaser and the Warrant to be issued to Leonard Seawell, there are no
         existing options, warrants, calls, preemptive (or similar) rights,
         subscriptions or other rights, agreements, arrangements or commitments
         of any character obligating the Company to issue, transfer or sell, or
         cause to be issued, transferred or sold, any shares of the capital
         stock of the Company or other equity interests in the Company or any
         securities convertible into or exchangeable for such shares of capital
         stock or other equity interests, and there are no outstanding
         contractual obligations of the Company to repurchase, redeem or
         otherwise acquire any shares of its capital stock or other equity
         interests.

     o   Authorization. All corporate action on the part of the Company, its
         officers, directors and stockholders necessary for the authorization,
         execution, delivery and performance of this Agreement and the
         Registration Rights Agreement and the consummation of the transactions
         contemplated herein and therein has been taken. When executed and
         delivered by the Company, each of this Agreement and the Registration
         Rights Agreement shall constitute the legal, valid and binding
         obligation of the Company, enforceable against the Company in
         accordance with its terms, except as such may be limited by bankruptcy,
         insolvency, reorganization or other laws affecting creditors' rights
         generally and by general equitable principles. The Company has all
         requisite corporate power to enter into this Agreement and the
         Registration Rights Agreement and to carry out and perform its
         obligations under the terms of this Agreement, and the Registration
         Rights Agreement.

     o   Valid Issuance of the Shares. The Shares being purchased by the
         Purchaser hereunder will, upon issuance pursuant to the terms hereof,
         be duly authorized and validly issued, fully paid and nonassessable.

     o   Financial Statements. The Company has made available to Purchaser its
         audited Statements of Income, Stockholders' Equity and Cash Flows for
         the fiscal year ended June 30, 2000, its audited Balance Sheet as of
         June 30, 2000, its unaudited Statements of Income, Stockholders' Equity
         and Cash Flows for the nine-month period ended March 31, 2001, and its
         unaudited Balance Sheet as of March 31, 2001. All such financial
         statements are hereinafter referred to collectively as the "Financial
         Statements". The Financial Statements have been prepared in accordance
         with generally accepted accounting principles applied on a consistent
         basis during the periods involved, and fairly present, in all material
         respects, the financial position of the Company and the results of its
         operations as of the date and for the periods indicated thereon, except
         that the unaudited financial statements may not be in accordance with
         generally accepted accounting principles because of the absence of
         footnotes normally contained therein and are subject to normal year-end
         audit adjustments which, individually, and in the aggregate, will not
         be material. Since March 31, 2001, to the Company's knowledge, there
         has been no material adverse change (actual or threatened) in the
         assets, liabilities (contingent or other), affairs, operations,
         prospects or condition (financial or other) of the Company.

     o   SEC Documents. The Company has made available to Purchaser, a true and
         complete copy of the Company's Annual Report on Form 10-K for the year

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         ended June 30, 2000, the Company's Quarterly Report on Form 10-Q for
         the quarter ended March 31, 2001, and any other statement, report,
         registration statement (other than registration statements on Form S-8)
         or definitive proxy statement filed by the Company with the SEC during
         the period commencing March 31, 2001 and ending on the date hereof. The
         Company will, promptly upon the filing thereof, also make available to
         Purchaser all statements, reports (including, without limitation,
         Quarterly Reports on Form 10-Q and Current Reports on Form 8-K),
         registration statements and definitive proxy statements filed by the
         Company with the SEC during the period commencing on the date hereof
         and ending on the Closing Date (all such materials required to be
         furnished to Purchaser pursuant to this sentence or pursuant to the
         next preceding sentence of this Section 3.6 being called, collectively,
         the "SEC Documents"). As of their respective filing dates, the SEC
         Documents complied or will comply in all material respects with the
         requirements of the Exchange Act or the Securities Act, as applicable,
         and none of the SEC Documents contained or will contain any untrue
         statement of a material fact or omitted or will omit to state a
         material fact required to be stated therein or necessary in order to
         make the statements made therein, in light of the circumstances under
         which they were made, not misleading, as of their respective filing
         dates, except to the extent corrected by a subsequently filed SEC
         Document.

     o   Consents. All consents, approvals, orders and authorizations required
         on the part of the Company in connection with the execution, delivery
         or performance of this Agreement and the Registration Rights Agreement
         and the consummation of the transactions contemplated herein and
         therein have been obtained and will be effective as of the Closing
         Date.

     o   No Conflict. The execution and delivery of this Agreement and the
         Registration Rights Agreement by the Company and the consummation of
         the transactions contemplated hereby and thereby will not conflict with
         or result in any material violation of or material default (with or
         without notice or lapse of time, or both) under, or give rise to a
         right of termination, cancellation or acceleration of any obligation or
         to a loss of a material benefit under (i) any provision of the
         Certificate of Incorporation or By-laws of the Company or (ii) any
         agreement or instrument, permit, franchise, license, judgment, order,
         statute, law, ordinance, rule or regulations, applicable to the Company
         or its respective properties or assets.

     o   Brokers or Finders. Except for certain fees payable by the Company to
         Leonard Seawell, the Company has not incurred, and shall not incur,
         directly or indirectly, any liability for any brokerage or finders'
         fees or agents commissions or any similar charges in connection with
         this Agreement or any transaction contemplated hereby.

     o   Nasdaq National Market. The Company's Common Stock is listed on the
         Nasdaq National Market System, and there are no proceedings to revoke
         or suspend such listing.

     o   Absence of Litigation. There is no action, suit or proceeding or, to
         the Company's knowledge, any investigation, pending, or to the
         Company's knowledge, threatened by or before any governmental body
         against the Company and in which an unfavorable outcome, ruling or
         finding in any said matter, or for all matters taken as a whole, might
         have a material adverse effect on the Company. The foregoing includes,
         without limitation, any such action, suit, proceeding or investigation
         that questions this Agreement or the Registration Rights Agreement or
         the right of the Company to execute, deliver and perform under same.

     4.  Representations and Warranties of the Purchaser. Purchaser represents
         and warrants to the Company as follows:

     o   Authorization. All action on the part of Purchaser and, if applicable,
         its officers, directors and shareholders necessary for the
         authorization, execution, delivery and performance of this Agreement
         and the Registration Rights Agreement and the consummation of the
         transactions contemplated herein and therein has been taken. When
         executed and delivered, each of this Agreement and the Registration
         Rights Agreement will constitute the legal, valid and binding
         obligation of Purchaser, enforceable against Purchaser in accordance
         with its terms, except as such may be limited by bankruptcy,
         insolvency, reorganization or other laws affecting creditors' rights
         generally and by general equitable principles. Purchaser has all
         requisite corporate power to enter into each of this Agreement and the
         Registration Rights Agreement and to carry out and perform its
         obligations under the terms of this Agreement and the Registration
         Rights Agreement.


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     o   Purchase Entirely for Own Account. Purchaser is acquiring the Shares
         being purchased by it hereunder for investment, for its own account,
         and not for resale or with a view to distribution thereof in violation
         of the Securities Act.

     o   Investor Status; Etc. Purchaser certifies and represents to the Company
         that at the time Purchaser acquires any of the Shares, Purchaser will
         be an "Accredited Investor" as defined in Rule 501 of Regulation D
         promulgated under the Securities Act and was not organized for the
         purpose of acquiring the Shares. Purchaser's financial condition is
         such that it is able to bear the risk of holding the Shares for an
         indefinite period of time and the risk of loss of its entire
         investment. Purchaser has been afforded the opportunity to ask
         questions of and receive answers from the management of the Company
         concerning this investment and has sufficient knowledge and experience
         in investing in companies similar to the Company in terms of the
         Company's stage of development so as to be able to evaluate the risks
         and merits of its investment in the Company.

     o   Shares Not Registered. Purchaser understands that the Shares have not
         been registered under the Securities Act, by reason of their issuance
         by the Company in a transaction exempt from the registration
         requirements of the Securities Act, and that the Shares must continue
         to be held by Purchaser unless a subsequent disposition thereof is
         registered under the Securities Act or is exempt from such
         registration. The Purchaser understands that the exemptions from
         registration afforded by Rule 144 (the provisions of which are known to
         it) promulgated under the Securities Act depend on the satisfaction of
         various conditions, and that, if applicable, Rule 144 may afford the
         basis for sales only in limited amounts.

     o   No Conflict. The execution and delivery of this Agreement and the
         Registration Rights Agreement by Purchaser and the consummation of the
         transactions contemplated hereby and thereby will not conflict with or
         result in any violation of or default by Purchaser (with or without
         notice or lapse of time, or both) under, or give rise to a right of
         termination, cancellation or acceleration of any obligation or to a
         loss of a material benefit under (i) any provision of the
         organizational documents of Purchaser or (ii) any agreement or
         instrument, permit, franchise, license, judgment, order, statute, law,
         ordinance, rule or regulations, applicable to Purchaser or its
         respective properties or assets.

     o   Brokers. Purchaser has not retained, utilized or been represented by
         any broker or finder in connection with the transactions contemplated
         by this Agreement.

     o   Consents. All consents, approvals, orders and authorizations required
         on the part of Purchaser in connection with the execution, delivery or
         performance of this Agreement and the consummation of the transactions
         contemplated herein have been obtained and are effective as of the
         Closing Date.


     5.  Conditions Precedent. Conditions to the Obligation of the Purchaser to
         Consummate the Closing. The obligation of Purchaser to consummate the
         Closing and to purchase and pay for the Shares being purchased by it
         pursuant to this Agreement is subject to the satisfaction of the
         following conditions precedent:

         o The representations and warranties contained herein of the Company
           shall be true and correct on and as of the Closing Date in all
           material respects with the same force and effect as though made on
           and as of the Closing Date.

         o The Registration Rights Agreement shall have been executed and
           delivered by the Company. o The Company shall not have been adversely
           affected in any material way prior to the Closing Date; and the
           Company shall have performed all obligations and conditions herein
           required to be performed or observed by the Company on or prior to
           the Closing Date.

         o No proceeding challenging this Agreement or the transactions
           contemplated hereby, or seeking to prohibit, alter, prevent or
           materially delay the Closing, shall have been instituted before any
           court, arbitrator or governmental body, agency or official and shall
           be pending.

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         o The purchase of and payment for the Shares by the Purchaser shall not
           be prohibited by any law or governmental order or regulation. All
           necessary consents, approvals, licenses, permits, orders and
           authorizations of, or registrations, declarations and filings with,
           any governmental or administrative agency or of any other person with
           respect to any of the transactions contemplated hereby shall have
           been duly obtained or made and shall be in full force and effect.

         o All instruments and corporate proceedings in connection with the
           transactions specifically contemplated by this Agreement to be
           consummated at the Closing shall be satisfactory in form and
           substance to Purchaser, and Purchaser shall have received copies
           (executed or certified, as may be appropriate) of all documents which
           Purchaser may have reasonably requested in connection with such
           transactions.

         o The Certificate of Determination shall have been duly filed with the
           Office of the Secretary of State of the State of Delaware.

         o Conditions to the Obligation of the Company to Consummate the
           Closing. The obligation of the Company to consummate the Closing and
           to issue and sell to Purchaser the Shares to be purchased by it at
           the Closing is subject to the satisfaction of the following
           conditions precedent:

         o The representations and warranties contained herein of Purchaser
           shall be true and correct on and as of the Closing Date in all
           material respects with the same force and effect as though made on
           and as of the Closing Date.

         o The Registration Rights Agreement shall have been executed and
           delivered by Purchaser.

         o The Purchaser shall have performed all obligations and conditions
           herein required to be performed or observed by the Purchaser on or
           prior to the Closing Date.

         o No proceeding challenging this Agreement or the transactions
           contemplated hereby, or seeking to prohibit, alter, prevent or
           materially delay the Closing, shall have been instituted before any
           court, arbitrator or governmental body, agency or official and shall
           be pending.

         o The sale of the Shares by the Company shall not be prohibited by any
           law or governmental order or regulation. All necessary consents,
           approvals, licenses, permits, orders and authorizations of, or
           registrations, declarations and filings with, any governmental or
           administrative agency or of any other person with respect to any of
           the transactions contemplated hereby shall have been duly obtained or
           made and shall be in full force and effect.

         o Purchaser shall have executed and delivered to the Company a
           Purchaser's Questionnaire, in form and substance reasonably
           satisfactory to the Company and its legal counsel.

         o Purchaser shall have paid the purchase price set forth in Section 2.1
           and shall have purchased, in accordance with this Agreement, 500,000
           Shares of Preferred Stock.

         o All instruments and corporate proceedings in connection with the
           transactions contemplated by this Agreement to be consummated at the
           Closing shall be satisfactory in form and substance to the Company,
           and the Company shall have received counterpart originals, or
           certified or other copies of all documents, including without
           limitation records of corporate or other proceedings, which it may
           have reasonably requested in connection therewith.

<PAGE>

     6.  Transfer, Legends.

     o   Securities Law Transfer Restrictions. Purchaser shall not sell, assign,
         pledge, transfer or otherwise dispose or encumber any of the Shares
         being purchased by it hereunder, except (i) pursuant to an effective
         registration statement under the Securities Act or (ii) pursuant to an
         available exemption from registration under the Securities Act and
         applicable state securities laws and, if requested by the Company, upon
         delivery by Purchaser of an opinion of counsel reasonably satisfactory
         to the Company to the effect that the proposed transfer is exempt from
         registration under the Securities Act and applicable state securities
         laws. Any transfer or purported transfer of the Shares in violation of
         this Section 6.1 shall be voidable by the Company. The Company shall
         not register any transfer of the Shares in violation of this Section
         6.1. The Company may, and may instruct any transfer agent for the
         Company, to place such stop transfer orders as may be required on the
         transfer books of the Company in order to ensure compliance with the
         provisions of this Section 6.1. Notwithstanding the foregoing,
         Purchaser may pledge the Shares to a financial institution for the
         purpose of securing credit or to meet qualification standards as
         required for certain transactions and Purchaser may transfer the Shares
         to a wholly owned limited liability company or similar entity as well
         as all agreements related to the Shares, provided such entity assumes
         the agreements.

     o   Legends. Each certificate requesting any of the Shares shall be
         endorsed with the legends set forth below, and Purchaser covenants
         that, except to the extent such restrictions are waived in writing by
         the Company, it shall not transfer the shares represented by any such
         certificate without complying with the restrictions on transfer
         described in this Agreement and the legends endorsed on such
         certificate:

     o   "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD,
         ASSIGNED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE
         OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN
         AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, UPON DELIVERY
         OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
         THE PROPOSED TRANSFER IS EXEMPT FROM SAID ACT."

     o   "THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH
         (18) OF CODE SECTION 10-5-9 OF THE 'GEORGIA SECURITIES ACT OF 1973,'
         AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS
         EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
         SUCH ACT."

     7.  Termination; Liabilities Consequent Thereon. This Agreement may be
         terminated and the transactions contemplated hereunder abandoned at any
         time prior to the Closing only as follows:


     o   by the Purchaser, upon notice to the Company if the conditions set
         forth in Section 5.1 shall not have been satisfied on or prior to July
         31, 2001; or

     o   by the Company, upon notice to the Purchaser if the conditions set
         forth in Section 5.2 shall not have been satisfied on or prior to July
         31, 2001; or

     o   at any time by mutual agreement of the Company and the Purchaser; or

     o   by the Purchaser, if there has been any material breach of any
         representation or warranty or any material breach of any covenant of
         the Company contained herein and the same has not been cured within 15
         days after notice thereof (it being understood and agreed by Purchaser
         that, in the case of any representation or warranty of the Company
         contained herein which is hereinabove qualified by application thereto
         of a materiality standard, such representation or warranty will be
         deemed to have been breached for purposes of this Section 7.1(d) if
         such representation or warranty was not true and correct in all
         respects at the time such representation or warranty was made by the
         Company); or

     o   by the Company, if there has been any material breach of any
         representation, warranty or any material breach of any covenant of
         Purchaser contained herein and the same has not been cured within 15
         days after notice thereof (it being understood and agreed by the
         Company that, in the case of any representation and warranty of the
         Purchaser contained herein which is hereinabove qualified by
         application thereto of a materiality standard, such representation or


<PAGE>

         warranty will be deemed to have been breached for purposes of this
         Section 7.1(e) if such representation or warranty was not true and
         correct in all respects at the time such representation or warranty was
         made by Purchaser).

            Any termination pursuant to this Section 7 shall be without
            liability on the part of any party, unless such termination is the
            result of a material breach of this Agreement by a party to this
            Agreement in which case such breaching party shall remain liable for
            such breach notwithstanding any termination of this Agreement.

     8.  Miscellaneous Provisions.

     o   Public Statements or Releases. Nothing shall prevent any of the parties
         hereto from making such public announcements as it may consider
         necessary in order to satisfy its legal obligations, but to the extent
         not inconsistent with such obligations, it shall provide the other
         parties with an opportunity to review and comment on any proposed
         public announcement before it is made.

     o   Further Assurances. Each party agrees to cooperate fully with the other
         party and to execute such further instruments, documents and agreements
         and to give such further written assurances, as may be reasonably
         requested by the other party to better evidence and reflect the
         transactions described herein and contemplated hereby, and to carry
         into effect the intents and purposes of this Agreement.

     o   Rights Cumulative. Each and all of the various rights, powers and
         remedies of the parties shall be considered to be cumulative with and
         in addition to any other rights, powers and remedies which such parties
         may have at law or in equity in the event of the breach of any of the
         terms of this Agreement. The exercise of any right, power or remedy
         shall neither constitute the exclusive election thereof nor the waiver
         of any other right, power or remedy available to such party.

     o   Pronouns. All pronouns or any variation thereof shall be deemed to
         refer to the masculine, feminine or neuter, singular or plural, as the
         identity of the person, persons, entity or entities may require.

     o   Notices.

     o   Any notices, reports or other correspondence (hereinafter collectively
         referred to as "correspondence") required or permitted to be given
         hereunder shall be sent by postage prepaid first class mail, courier or
         telecopy or delivered by hand to the party to whom such correspondence
         is required or permitted to be given hereunder. Any notice or other
         communication delivered by hand or mailed shall be deemed to have been
         delivered on the date on which such notice or communication is
         delivered by hand, or in the case of certified mail deposited with the
         appropriate postal authorities on the date when such notice or
         communication is actually received, and in any other case shall be
         deemed to have been delivered on the date on which such notice or
         communication is actually received.

o        All correspondence to the Company shall be addressed as follows:
                           Ross Systems, Inc.
                           Two Concourse Parkway
                           Suite 800
                           Atlanta, GA  30328
                           Attention:  Robert Webster
                           Executive Vice President

                           with a copy to:

                           Wilson Sonsini Goodrich & Rosati
                           650 Page Mill Road
                           Palo Alto, California  94304
                           Attention:  Mark Casillas, Esq.
                           Telecopier: (650) 493-6811

     o   All correspondence to any Purchaser shall be sent to Purchaser at the
         address set forth for Purchaser in the signature page of this
         Agreement.

     o   Any entity may change the address to which correspondence to it is to
         be addressed by notification as provided for herein.

     o   Captions. The captions and paragraph headings of this Agreement are
         solely for the convenience of reference and shall not affect its
         interpretation.

<PAGE>

     o   Severability. Should any part or provision of this Agreement be held
         unenforceable or in conflict with the applicable laws or regulations of
         any jurisdiction, the invalid or unenforceable part or provisions shall
         be replaced with a provision which accomplishes, to the extent
         possible, the original business purpose of such part or provision in a
         valid and enforceable manner, and the remainder of this Agreement shall
         remain binding upon the parties hereto.

     o   Governing Law; Injunctive Relief.

     o   This Agreement shall be governed by and construed in accordance with
         the internal and substantive laws of Delaware and without regard to any
         conflicts of laws concepts which would apply the substantive law of
         some other jurisdiction.

     o   Each of the parties hereto acknowledges and agrees that damages will
         not be an adequate remedy for any material breach or violation of this
         Agreement if such material breach or violation would cause immediate
         and irreparable harm (an "Irreparable Breach"). Accordingly, in the
         event of a threatened or ongoing Irreparable Breach, each party hereto
         shall be entitled to seek, in any state or federal court in the State
         of Georgia, equitable relief of a kind appropriate in light of the
         nature of the ongoing or threatened Irreparable Breach, which relief
         may include, without limitation, specific performance or injunctive
         relief; provided, however, that if the - party bringing such action is
         unsuccessful in obtaining the relief sought, the moving party shall pay
         the non-moving party's reasonable costs, including attorney's fees,
         incurred in connection with defending such action. Such remedies shall
         not be the parties' exclusive remedies, but shall be in addition to all
         other remedies provided in this Agreement.

     o   Amendments. No provision of this agreement may be waived, changed or
         modified, or the discharge thereof acknowledged orally, but only by an
         agreement in writing signed by the party against which the enforcement
         of any waiver, change, modification or discharge is sought.

     o   Expenses. Each party will bear its own costs and expenses in connection
         with this Agreement.

     o   Assignment. The rights and obligations of the parties hereto shall
         inure to the benefit of and shall be binding upon the authorized
         successors and permitted assigns of each party. Neither party may
         assign its rights or obligations under this Agreement or designate
         another person (i) to perform all or part of its obligations under this
         Agreement or (ii) to have all or part of its rights and benefits under
         this Agreement, in each case without the prior written consent of the
         other party. In the event of any assignment in accordance with the
         terms of this Agreement, the assignee shall specifically assume and be
         bound by the provisions of the Agreement by executing and agreeing to
         an assumption agreement reasonably acceptable to the other party.

     o   Notwithstanding anything set forth herein, the Company may assign all
         of its rights and obligations under this Agreement in connection with a
         merger or similar reorganization or the sale of all or substantially
         all of its assets. This Agreement shall survive any such merger or
         reorganization of either party with or into, or such sale of assets to,
         another party and no consent for such merger, reorganization or sale
         shall be required hereunder.

     o   Survival. The respective representations and warranties given by the
         parties hereto, and the other covenants and agreements contained
         herein, shall survive the Closing Date and the consummation of the
         transactions contemplated herein for a period of one year, without
         regard to any investigation made by any party.

     o   Entire Agreement. This Agreement constitutes the entire agreement
         between the parties hereto respecting the subject matter hereof and
         supersedes all prior agreements, negotiations, understandings,
         representations and statements respecting the subject matter hereof,
         whether written or oral. No modification, alteration, waiver or change
         in any of the terms of this Agreement shall be valid or binding upon
         the parties hereto unless made in writing and duly executed by the
         Company and the Purchaser.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

                                            COMPANY:
                                            Ross Systems, Inc.


                                            By:    /s/ Robert B. Webster
                                                   ----------------------------
                                            Name:  Robert Webster
                                            Title: Executive Vice President


                                            PURCHASER:

                                            Benjamin W. Griffith, III


                                            /s/ Benjamin W. Griffith, III
                                            -----------------------------------




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                                    Exhibit A

Certificate of Designations of Rights, Preferences and Privileges of Series A
Convertible Preferred Stock of the Company