<PAGE>


                                                            EXHIBIT 10.5(d)

          COAST


          LOAN AND SECURITY AGREEMENT


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



DATE:            OCTOBER 11, 1994


THIS LOAN AND SECURITY AGREEMENT ("Loan Agreement"), dated the above date, is 
entered into at Los Angeles, California, between COASTFED BUSINESS CREDIT 
CORPORATION ("CoastFed"), a California corporation, with offices at 12121 
Wilshire Boulevard, Suite 1111, Los Angeles, California 90025, and the 
borrower named above ("Borrower"), whose chief executive office is located at 
the above address ("Borrower's Address").

1.   LOANS.

     1.1 LOANS, COLLATERAL AGREEMENTS. Borrower has requested and may 
hereafter request that CoastFed advance funds or otherwise extend credit to 
or for the benefit of Borrower ("Loan(s)") in accordance with the terms and 
provisions of this Loan Agreement and other written agreements ("Collateral 
Agreement(s)"), including, but not limited to, any one or more of the 
following described security agreements now or hereafter entered into between 
Borrower and CoastFed: (a) Accounts Collateral Security Agreement; (b) 
Inventory Collateral Security Agreement; (c) Equipment Collateral Security 
Agreement; and (d) any promissory notes or guaranties. The amount and terms 
of payment of any Loans by CoastFed to Borrower shall be determined in 
accordance with the terms and provisions of this Loan Agreement and of any 
executed Collateral Agreements. 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 CoastFed in immediately 
available funds.

     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 3% 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 8% 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.

     1.3 FEES.  Borrower shall pay to CoastFed a loan origination fee in the 
amount of $100,000 concurrently herewith, and an annual loan fee of N/A on 
each anniversary of the date hereof during the term of this Loan Agreement. 
Said fees are in addition to all other sums payable to CoastFed, are not 
refundable for any reason, and shall bear interest from the date due to the 
date paid at the highest interest rate applicable to any of the Obligations.

2.  DEFINITIONS OF OBLIGATIONS AND COLLATERAL; GRANT OF SECURITY INTEREST.

     2.1 OBLIGATIONS.  The term "Obligations" as used in this Loan Agreement, 
and any and all Collateral Agreements, shall mean and include each and all of 
the following: the obligation to pay all Loans and all interest thereon when 
due and to pay and perform when due all other indebtedness, liabilities, 
obligations, guarantees, covenants, agreements, warranties and 
representations of Borrower to CoastFed, whether heretofore, now or hereafter 
existing, owing or arising; whether primary, secondary, direct, acquired from 
a third party, absolute, contingent, fixed, secured or unsecured; joint or 
several, written or oral, monetary or non-monetary; and whether created 
pursuant to, or caused by Borrower's breach of, this Loan Agreement, a 
Collateral Agreement or any other present or future agreement or instrument, 
or created by operation of law or otherwise.

     2.2  COLLATERAL.  As security and collateral for all Obligations. 
Borrower hereby grants to CoastFed a 

                                     -1-

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continuing security interest in, and assigns to CoastFed, all of Borrower's 
interest in the types of property described below, whether now owned or 
hereafter acquired and wherever located, together with all proceeds 
(including insurance proceeds), substitutions, accessions and products 
thereof (collectively referred to as "Collateral"):

     2.2(a)  ACCOUNTS.  All accounts, contract rights, chattel paper, and 
instruments, and all other obligations now or hereafter owing to Borrower 
(hereinafter sometimes collectively referred to as "Accounts"), including, 
but not limited to, those described in any Accounts Collateral Security 
Agreement executed by Borrower, and all right, title and interest of Borrower 
in, and all of Borrower's rights and remedies with respect to, all goods, the 
sale or other disposition of which gives rise to any Account, including, 
without limitation, all returned, reclaimed and repossessed goods and all 
rights of stoppage in transit, replevin, reclamation, and all rights as an 
unpaid vendor; and

     2.2(b)  INVENTORY.  All inventory, goods, merchandise, materials, raw 
materials, work in process, finished goods, advertising, packaging and 
shipping materials, supplies, and all other tangible personal property which 
is held for sale or lease or furnished under contracts of service or consumed 
in Borrower's business, including, without limitation, any and all of the 
foregoing which are returned, repossessed, reclaimed or stopped in transit, 
and including, but not limited to, those described in any Inventory 
Collateral Security Agreement executed by Borrower, and all warehouse 
receipts and other documents or instruments now or hereafter issued with 
respect to any of the foregoing; and 

     2.2(c)  EQUIPMENT.  All equipment, goods (other than inventory), 
machinery, fixtures, trade fixtures, vehicles, furnishings, furniture, 
supplies, materials, tools, machine tools, office equipment, appliances, 
apparatus, parts, dies, jigs, and chattels, including, but not limited to, 
those described in any Equipment Collateral Security Agreement executed by 
Borrower; and 

     2.2(d)  INTANGIBLES.  All deposit accounts and general intangibles 
(including, but not limited to, tax refunds, goodwill, name, drawings, 
trademarks, blueprints, trade names, trade secrets, customer lists, patents, 
patent applications, copyrights, security deposits, loan commitment fees, 
royalties, licenses, processes, and all other rights, privileges and 
franchises); and 

     All personal property of Borrower which comes into CoastFed's 
possession, custody or control; and all tangible and intangible personal 
property in which CoastFed now has or hereafter acquires a security interest 
to secure any or all of the Obligations; and all substitutions, additions and 
accessions to any or all of the foregoing items of Collateral; and all 
guaranties of and security for any and all of the foregoing; and all books 
and records relating to any and all of the foregoing and the equipment 
containing said books and records. Payment and performance of the Obligations 
are collateralized by the Collateral and by any security interest created in 
any other agreement now or hereafter existing between CoastFed and Borrower 
unless such other agreement is a deed of trust or other security instrument 
having real property or rents from real property as its subject matter and 
expressly provides to the contrary.

3.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.

     To induce CoastFed to enter into this Loan Agreement and now and 
hereafter to enter into any Collateral Agreement, Borrower represents and 
warrants that each of the following representations and warranties now is and 
hereafter will continue to be true and correct in all respects and Borrower 
has and will timely perform each of the following covenants:

     3.1  CORPORATE EXISTENCE AND POWER.  Borrower, if a corporation, is and 
will continue to be, duly authorized, 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 the nature of the business transacted by it, or the ownership or 
leasing of its property, makes such qualification or licensing necessary,* and 
Borrower has and will continue to have all requisite power and authority to 
carry on its business as it is now, or may hereafter be, conducted.

     *AND WHERE THE FAILURE TO BE SO QUALIFIED WOULD HAVE A MATERIAL ADVERSE 
EFFECT ON THE BORROWER

     3.2  AUTHORITY.  Borrower is, and will continue to be, authorized to 
enter into, to grant security interests in its property pursuant to, and to 
perform its obligations under, this Loan Agreement, any Collateral Agreement 
and all other instruments and transactions contemplated herein. The 
execution, delivery and performance by Borrower of this Loan Agreement, any 
Collateral Agreement and all other instruments and transactions contemplated 
herein have been validly authorized, are enforceable against the Borrower in 
accordance with their terms, and do not violate any law or any provision of 
Borrower's** of Incorporation, By-Laws and any Shareholder Agreements.*

     *NOR DO THEY VIOLATE ANY MATERIAL PROVISION OF, NOR WILL THEY RESULT IN 
ACCELERATION UNDER, ANY MATERIAL AGREEMENT, INDENTURE, NOTE OR INSTRUMENT 
WHICH IS BINDING UPON BORROWER, OR ANY OF ITS PROPERTY

   **CERTIFICATE

     3.3  NAME; TRADE NAMES AND STYLES.  Borrower has set forth above its 
correct name. Listed on the Schedule hereto are all prior names of Borrower 
and each fictitious name, trade name and trade style by which Borrower has 
been, or is now, known. Borrower shall provide CoastFed with fifteen (15) 
days' advance written notice prior to doing business under any other name, 
fictitious name, trade name or trade style. Borrower has complied, and will 
hereafter comply, with all laws relating to the conduct of business under, 
the ownership of property in, and the renewal or 

                                     -2-

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continuation of the right to use, a corporate, fictitious or trade name or 
trade style.

   3.4 PLACE OF BUSINESS; LOCATION OF COLLATERAL. Borrower's sole place of 
business; or, if Borrower has more than one place of business. Borrower's 
chief executive office; or, if Borrower is an individual and does not have a 
separate place of business, Borrower's residence is, and will continue to be, 
located at Borrower's Address and all of Borrower's books and records, 
including, but not limited to, the books and records relating to Borrower's 
Accounts, are and will be maintained at Borrower's Address unless and until 
CoastFed shall otherwise consent in writing. In addition to Borrower's 
Address, Borrower has places of business and Collateral is located only at 
the locations shown on the Schedule hereto. Borrower will provide CoastFed 
with at least fifteen (15) days advance written notice if Borrower moves any 
of the Collateral**, or obtains any additional sites for the conduct of 
Borrower's business or the location of any Collateral.

   **TO ANY NEW LOCATION NOT PREVIOUSLY REPORTED TO COASTFED

   3.5 TITLE TO COLLATERAL; LIENS. Borrower is now, and will at all times 
hereafter be, the lawful and sole owner of all the Collateral. With the 
exception of the security interest granted CoastFed, the Collateral now is 
and will remain free and clear of any and all liens, charges, security 
interests, encumbrances and adverse claims*. Without limiting any of 
CoastFed's other rights and remedies, if Borrower grants any third party a 
lien or encumbrance on or security interest** in any of the Collateral, 
CoastFed, in its sole discretion, shall have the right to treat such action 
as a notice of termination by Borrower to CoastFed under Paragraph 8(d) 
hereof, as of any date subsequent to such grant selected by CoastFed, in its 
sole discretion, and to charge Borrower the termination fee therein provided. 
CoastFed now has, and will have, a perfected and enforceable first priority 
security interest in all of the Collateral***, and Borrower will at all times 
defend CoastFed and the Collateral against all claims of others. Borrower is 
not and will not become 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 in which any third party has 
an interest (whether as owner, mortgagee, beneficiary under a deed of trust, 
lien or otherwise), Borrower shall, whenever requested by CoastFed, use its 
best efforts to cause such third party to execute and deliver to CoastFed, in 
form acceptable to CoastFed, whatever waivers and subordinations that 
CoastFed specifies, so as to ensure that CoastFed's rights in the Collateral 
are, and will continue to be, superior to the rights of any such third party. 
Borrower will keep in full force and effect, and will comply with all the 
terms of, any lease of real property where any of the Collateral now or in 
the future may be located****.

   *("LIENS"), OTHER THAN PERMITTED LIENS. AS USED HEREIN "PERMITTED LIENS" 
MEANS (i) ANY LIENS EXISTING AS OF THE DATE HEREOF AND DISCLOSED IN SCHEDULE 
A HERETO; (ii) LIENS FOR TAXES, FEES, ASSESSMENTS OR OTHER GOVERNMENTAL 
CHARGES OR LEVIES, EITHER NOT DELINQUENT OR BEING CONTESTED IN GOOD FAITH BY 
APPROPRIATE PROCEEDINGS, PROVIDED THE SAME HAVE NO PRIORITY OVER ANY OF 
COASTFED'S SECURITY INTERESTS; (iii) LIENS OF MATERIALMEN, MECHANICS, 
WAREHOUSEMEN, CARRIERS, OR EMPLOYEES OR OTHER LIKE LIENS ARISING IN THE 
ORDINARY COURSE OF BUSINESS AND SECURING OBLIGATIONS EITHER NOT DELINQUENT 
MORE THAN 45 DAYS OR BEING CONTESTED IN GOOD FAITH BY APPROPRIATE 
PROCEEDINGS; (iv) ANY JUDGMENT, ATTACHMENT OR SIMILAR LIEN, UNLESS THE 
JUDGMENT IT SECURES IS NOT FULLY COVERED BY INSURANCE AND HAS NOT BEEN 
DISCHARGED OR EXECUTION THEREOF EFFECTIVELY STAYED AND BONDED AGAINST PENDING 
APPEAL WITHIN 30 DAYS OF THE ENTRY THEREOF PROVIDED THAT, IF THE JUDGMENT IS 
NOT FULLY COVERED BY INSURANCE OR EXECUTION THEREOF HAS NOT BEEN SO STAYED 
AND BONDED, COASTFED SHALL NOT BE REQUIRED TO MAKE ANY LOANS OR OTHERWISE 
EXTEND CREDIT TO OR FOR THE BENEFIT OF BORROWER; (v) LIENS (a) UPON OR IN ANY 
EQUIPMENT ACQUIRED OR TO BE ACQUIRED, HELD OR LEASED BY THE BORROWER TO 
SECURE THE PURCHASE PRICE OF SUCH EQUIPMENT OR INDEBTEDNESS INCURRED SOLELY 
FOR THE PURPOSE OF FINANCING THE ACQUISITION OF SUCH EQUIPMENT OR (b) 
EXISTING ON SUCH EQUIPMENT AT THE TIME OF ITS ACQUISITION OR LEASE, PROVIDED 
THAT THE LIEN IS CONFINED SOLELY TO THE EQUIPMENT SO ACQUIRED AND 
IMPROVEMENTS THEREON; (vi) LEASES OR SUBLEASES AND LICENSES OR SUBLICENSES 
GRANTED TO OTHERS NOT INTERFERING IN ANY MATERIAL RESPECT WITH THE BUSINESS 
OF BORROWER; (vii) ENCUMBRANCES SECURING REIMBURSEMENT OBLIGATIONS OF 
BORROWER WITH RESPECT TO COMMERCIAL LETTERS OF CREDIT, PROVIDED THAT SUCH 
ENCUMBRANCES SHALL ATTACH ONLY TO DOCUMENTS OR OTHER PROPERTY RELATING TO 
SUCH LETTERS OF CREDIT AND PRODUCTS AND PROCEEDS THEREOF THAT ARE NOT 
COLLATERAL UNDER THIS AGREEMENT OR ANY OF THE COLLATERAL AGREEMENTS 
SUBSEQUENT TO THE DELIVERY OF SUCH PROPERTY TO BORROWER; (viii) LIENS 
INCURRED IN CONNECTION WITH THE EXTENSION, RENEWAL OR REFINANCING OF THE 
INDEBTEDNESS SECURED BY LIENS OF THE TYPE DESCRIBED IN CLAUSES (i) AND (v) 
ABOVE, PROVIDED THAT ANY EXTENSION, RENEWAL OR REPLACEMENT LIEN SHALL BE 
LIMITED TO THE PROPERTY ENCUMBERED BY THE EXISTING LIEN AND THE PRINCIPAL 
AMOUNT OF THE INDEBTEDNESS BEING EXTENDED, RENEWED OR REFINANCED DOES NOT 
INCREASE; (ix) LIENS SECURING DEBT JUNIOR IN PERFECTION AND PRIORITY TO THE 
LIEN OF COASTFED WHICH ARE EXPRESSLY SUBORDINATED TO COASTFED ON TERMS 
SATISFACTORY TO COASTFED (INCLUDING A PROVISION STATING THAT THE SECURED 
PARTY SHALL NOT TAKE ACTION TO ENFORCE ITS LIEN SO LONG AS ANY OF THE 
OBLIGATIONS REMAIN OUTSTANDING); (x) LIENS IN FAVOR OF CUSTOMS AND REVENUE 
AUTHORITIES WHICH SECURE PAYMENT OF CUSTOMS DUTIES IN CONNECTION WITH THE 
IMPORTATION OF GOODS; AND (xi) LIENS WHICH CONSTITUTE RIGHTS OF SET-OFF OF A 
CUSTOMARY NATURE OR BANKERS' LIENS ON AMOUNTS ON DEPOSIT, WHETHER ARISING BY 
CONTRACT OR BY OPERATION OF LAW, IN CONNECTION WITH ARRANGEMENTS ENTERED INTO 
WITH DEPOSITORY INSTITUTIONS IN THE ORDINARY COURSE OF BUSINESS.

                                      -3-

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   **(OTHER THAN A PERMITTED LIEN)

   ***(OTHER THAN COLLATERAL SUBJECT TO A PERMITTED LIEN) TO THE EXTENT THAT 
SUCH SECURITY INTEREST CAN BE PERFECTED BY THE FILING OF STATEMENTS.

   ****EXCEPT FOR LEASES OF SALES OFFICES AT WHICH NOT MORE THAN $100,000 IN 
COLLATERAL IS LOCATED

   3.6  MAINTENANCE OF COLLATERAL.  Borrower has maintained and will maintain 
the Collateral and all of its assets in good working condition, at Borrower's 
expense. Borrower will not use the Collateral or any of its other properties 
for any unlawful purpose and will not secrete or abandon the Collateral*. 
Borrower will immediately advise CoastFed in writing of any material loss or 
depreciation of the Collateral. 

   *EXCEPT FOR THE ABANDONMENT OF WORN-OUT OR OBSOLETE EQUIPMENT OR INVENTORY 
IN THE ORDINARY COURSE OF BUSINESS

   3.7  BOOKS AND RECORDS.  Borrower has maintained and will maintain at 
Borrower's Address books and records * an accounting system in accordance 
with generally accepted accounting principles. ** Borrower has not and will 
not in the future enter into any agreement with any accounting firm, service 
bureau or third party to prepare or store Borrower's books and records at any 
location other than Borrower's Address, without first obtaining CoastFed's 
written consent, which may be conditioned upon such accounting firm, service 
bureau or other third party agreeing to give CoastFed the same rights with 
respect to access to books and records and related rights as CoastFed has 
under Paragraph 4.3 of this Loan Agreement.

   *WHICH ARE COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS AND WHICH 
COMPRISE

   **WITH THE EXCEPTION OF BOOKS AND RECORDS MORE THAN THREE YEARS OLD, 

   3.8  FINANCIAL CONDITION AND STATEMENTS.  All financial statements now or 
hereafter delivered to CoastFed have been, and will be, prepared in 
conformity with generally accepted accounting principles and now and 
hereafter will * reflect the financial condition of Borrower, at the times 
and for the periods therein stated. Since the last date covered by any such 
statement, there has been no material adverse change in the financial 
condition, operations or any other status of the Borrower. Borrower is now 
and will continue to be solvent in both the "equity" and "bankruptcy" sense. 
Borrower will deliver to CoastFed a copy of all ** prepared with respect to 
Borrower no later than five (5) days after the preparation or receipt thereof 
by Borrower. Borrower will cause to be prepared, and will provide CoastFed 
(i) within *** days following the end of each fiscal quarter ****, complete 
quarterly financial statements reviewed by independent certified public 
accountants acceptable to CoastFed, and (ii) within ***** days following the 
end of Borrower's fiscal year, complete annual financial statements, 
certified by independent certified public accountants acceptable to CoastFed.

   *FAIRLY

   **FINAL FINANCIAL STATEMENTS LISTED BELOW

   ***50 DAYS

   ****OTHER THAN THE FOURTH QUARTER

   *****95 DAYS

   3.9 TAX RETURNS AND PAYMENTS; PENSION CONTRIBUTIONS.  Borrower has timely 
filed, and will timely file, all tax returns and reports required by foreign, 
federal, state or local law. Borrower has timely paid, and will timely pay, 
all foreign, federal, state and local taxes, assessments, deposits and 
contributions now or hereafter owed by Borrower. Borrower may defer payment 
of any contested taxes provided that Borrower (i) in good faith contests 
Borrower's obligation to pay such taxes by appropriate proceedings promptly 
and diligently instituted and conducted, (ii) notifies CoastFed in writing of 
the commencement of and any material development in such proceedings, and 
(iii) posts bonds or takes any other steps required to keep such contested 
taxes from becoming a lien against or charge upon any of the Collateral or 
other properties of Borrower. 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 
result in any liability of Borrower, including, without limitation, any 
liability to the Pension Benefit Guaranty Corporation or its successors or 
any other governmental agency. When requested, Borrower will furnish CoastFed 
with proof satisfactory to CoastFed of Borrower's making the payment or 
deposit of all such taxes and contributions, such proof to be delivered 
within five (5) days after the due date established by law for each such 
payment or deposit. If Borrower fails or is unable to pay or deposit such 
taxes or contributions, CoastFed may, but is not obligated to, pay the same 
and treat all such advances as additional Obligations of Borrower. Such 
advances shall bear interest at the highest interest rate applicable to any 
of the Obligations.

   3.10  COMPLIANCE WITH LAW. *Borrower has complied, and will comply, with 
all provisions of all foreign, federal, state and local laws and regulations 
relating to Borrower, including, but not limited to, those relating to 
Borrower's ownership of real or personal property, conduct and licensing of 
Borrower's business and employment of Borrower's personnel.

   *UNLESS NONCOMPLIANCE WOULD NOT MATERIALLY ADVERSELY AFFECT (I) BORROWER'S 
FINANCIAL CONDITION AS REFLECTED IN ITS FINANCIAL STATEMENTS PREVIOUSLY 
DELIVERED TO COASTFED; (II) BORROWER'S OPERATIONS; OR (III) BORROWER'S 
BUSINESS,

                                      -4-

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   3.11  LITIGATION.  + is no claim, suit, litigation, proceeding or 
investigation pending or threatened by or against or affecting Borrower in 
any court or before any regulatory commission, board or other governmental 
agency (or any basis therefor known to Borrower) which * result, either 
separately or in the aggregate, in any ** adverse change in the business or 
condition of Borrower, or in any impairment in the ability of Borrower to 
carry on its business in substantially the same manner as it is now being 
conducted. Borrower will immediately inform CoastFed in writing of any claim, 
proceeding, litigation or investigation hereafter threatened or instituted by 
or against Borrower ***.

   +EXCEPT AS SET FORTH ON THE SCHEDULE, THERE

   *IS REASONABLY LIKELY TO

   **MATERIAL

   ***IN EXCESS OF $250,000

   3.12  USE OF PROCEEDS.  Borrower is not purchasing or carrying any "margin 
stock" (as defined in Regulation G 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." All proceeds of all 
Loans shall be used solely for lawful business purposes.

   3.13  CONTINUING EFFECT.  All representations, warranties and covenants of 
Borrower contained in this Loan Agreement and any Collateral Agreement and 
any other agreement with CoastFed shall be true and correct at the time of 
the effective date of each such agreement and shall be deemed continuing and 
shall remain true, correct and in full force and effect until payment and 
satisfaction in full of all of the Obligations, and Borrower acknowledges that 
CoastFed is and will be expressly relying on such representations, warranties 
and covenants in making Loans to Borrower.

4.  ADDITIONAL DUTIES OF BORROWER.

   4.1  INSURANCE.  Borrower shall, at all times, at Borrower's expense, 
insure all of the Collateral and carry such other business insurance with 
insurers * acceptable to CoastFed, in such form and amounts as CoastFed may * 
require. All such insurance policies shall name CoastFed as an additional 
loss payee, shall provide that proceeds payable thereunder be payable 
directly to CoastFed unless written authority to the contrary is obtained, 
and shall also provide that no act or default of Borrower or any other person 
shall affect the right of CoastFed to recover thereunder and shall contain a 
lenders loss payee endorsement in form acceptable to CoastFed. Upon receipt of 
the proceeds of any such insurance, CoastFed shall apply such proceeds in 
reduction of the Obligations as CoastFed shall determine in its sole and 
absolute discretion **. If Borrower fails to provide or pay for any such 
insurance, CoastFed may, but is not obligated to, procure the same at 
Borrower's expense. Borrower agrees to deliver to CoastFed, promptly as 
rendered, copies of all *** reports made to all insurance companies.

   *REASONABLY

   **PROVIDED THAT IF NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND 
THE PROCEEDS ARE LESS THAN $1,000,000 COASTFED SHALL RELEASE THE SAME TO THE 
BORROWER FOR THE REPAIR OR REPLACEMENT OF THE PROPERTY AFFECTED

   ***MATERIAL

   4.2  REPORTS.  At its expense, Borrower shall report, in form satisfactory 
to CoastFed, such information as CoastFed may from time to time * specify 
regarding Borrower or the Collateral; such reports shall be rendered with 
such frequency as CoastFed may * specify. All reports furnished CoastFed shall 
be complete and accurate in all ** respects.

   *REASONABLY   **MATERIAL

   4.3  ACCESS TO COLLATERAL, BOOKS AND RECORDS.  At any time CoastFed, or 
its agents, shall have immediate access to the Collateral and any other 
property of Borrower, wherever located*. CoastFed shall have the right to 
audit and copy Borrower's books and records and accounts including 
accountants' reports wherever located (hereinafter collectively the 
"Records"). Borrower hereby irrevocably authorizes and directs any of the 
officers, agents, accountants and attorneys having possession or control of 
any of the Records (including computer records) to physically deliver or make 
same available to CoastFed upon CoastFed's request. CoastFed shall have the 
right to possession of, or to move to the premises of CoastFed or any agent 
of CoastFed, for so long as CoastFed may desire, all or any part of the 
Records.**

   *PROVIDED THAT IF NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SUCH 
ACCESS SHALL BE ON ONE BUSINESS DAY'S NOTICE AND DURING NORMAL BUSINESS HOURS

   **ALL OF THE RIGHTS OF COASTFED UNDER THIS SECTION 4.3 SHALL BE SUBJECT TO 
THE PROVISIONS OF SECTION 14.11 OF THIS AGREEMENT.

   4.4  PROHIBITED TRANSACTIONS. Borrower shall not without CoastFed's prior 
written consent; merge, consolidate, dissolve, acquire any other corporation; 
enter into any transaction not in its usual course of business; guarantee or 
otherwise become in any way liable with respect to the obligations of another 
party or entity (except by endorsements of instruments or items of payment 
for deposit to the general account of Borrower or which are transmitted or 
turned over to CoastFed on account of the Obligations+); pay or declare any 
dividends upon Borrower's stock++,; redeem, retire, purchase or otherwise 
acquire +++, directly or indirectly, any of Borrower's stock; make any change 
in Borrower's name, identity, corporate or capital structure*; sell or 
transfer any Collateral, except for the sale of finished inventory in the 
ordinary course of Borrower's business**; lend or distribute any of 
Borrower's property or assets, or incur any debts***, outside of the 
ordinary course of Borrower's business.


                                      -5-

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   +EXCEPT THAT BORROWER MAY ISSUE GUARANTEES IN THE ORDINARY COURSE OF ITS 
BUSINESS IN AN AGGREGATE AMOUNT AT ANY ONE TIME OUTSTANDING NOT TO EXCEED 
$500,000.

   ++[OMITTED]

   +++(EXCEPT THAT BORROWER MAY REPURCHASE OR REDEEM SHARES OF ITS CAPITAL 
STOCK PURSUANT TO EMPLOYEE OPTION PLANS FOR AN AGGREGATE PURCHASE PRICE, NOT 
TO EXCEED $100,000 PER FISCAL YEAR, ON A NON-CUMULATIVE BASIS)

   *(EXCEPT THAT BORROWER MAY ISSUE COMMON STOCK UPON EXERCISE OF STOCK 
OPTIONS, SELL SHARES OF ITS CAPITAL STOCK FOR CASH, AND ISSUE CONVERTIBLE 
DEBENTURES SUBORDINATE IN ALL RESPECTS TO THE OBLIGATIONS PURSUANT TO 
SUBORDINATION PROVISIONS ACCEPTABLE TO COASTFED IN ITS DISCRETION)

   **[OMITTED]

   ***EXCEPT FOR (II) INDEBTEDNESS FOR BORROWED MONEY EXISTING ON THE DATE OF 
THIS AGREEMENT, LISTED AND DESCRIBED, BUT ONLY TO THE EXTENT SO LISTED AND 
DESCRIBED, ON SCHEDULE ATTACHED HERETO; (III) INDEBTEDNESS WITH RESPECT TO 
CAPITALIZED LEASES OR FOR THE PURCHASE PRICE OF CAPITAL ASSETS INCURRED IN 
THE ORDINARY COURSE OF BUSINESS SO LONG AS THE AGGREGATE AMOUNT OF 
INDEBTEDNESS PERMITTED BY THIS CLAUSE (III) SHALL NOT EXCEED $1,000,000 IN 
ANY FISCAL YEAR; (IV) INDEBTEDNESS OF BORROWER TO SUBSIDIARIES INCURRED IN 
THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH THE PAST PRACTICES; (V) 
INDEBTEDNESS OF BORROWER TO VIRTUAL DISCORP OR ROSS SYSTEMS SALES CORPORATION 
INCURRED IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PAST 
PRACTICES (PROVIDED THAT SUCH INDEBTEDNESS MAY NOT BE REPAID BY ROSS WITHOUT 
THE PRIOR WRITTEN CONSENT OF THE COASTFED); AND (VI) EXTENSIONS, 
REFINANCINGS, MODIFICATIONS, AMENDMENTS AND RESTATEMENTS OF ANY OF THE ITEMS 
OF PERMITTED INDEBTEDNESS SET FORTH IN CLAUSES (I) THROUGH (V) ABOVE, 
PROVIDED THAT THE AMOUNT THEREFOR IS NOT INCREASED AND THE TERMS THEREOF ARE 
NOT MODIFIED TO IMPOSE MORE BURDENSOME TERMS UPON BORROWER. "SUBSIDIARY" FOR 
PURPOSES OF THE FOREGOING MEANS ANY CORPORATION MORE THAN 50% OF THE 
OUTSTANDING VOTING STOCK OF WHICH IS OWNED, DIRECTLY OR INDIRECTLY, BY THE 
BORROWER.

   4.5  NOTIFICATION OF CHANGES.  Borrower will promptly notify CoastFed in 
writing of any change of its officers, directors, the death of any partner or 
joint venturer, any purchase * out of the regular course of Borrower's 
business, the opening of any new bank account or other deposit account, and 
any adverse or material change in the business or financial affairs of 
Borrower.

   *IN EXCESS OF $500,000

   4.6  CHARGES.  Borrower shall pay all charges assessed by CoastFed, in 
accordance with CoastFed's schedule of charges in effect from time to time, 
and such charges shall be part of the Obligations and shall be payable on 
demand.

   4.7  LITIGATION COOPERATION.  Should any suit or proceeding be instituted 
by or against CoastFed with respect to any Collateral or for the collection or 
enforcement of any Account, or in any manner relating to Borrower, Borrower 
shall, without expense to CoastFed, and wherever and whenever designated by 
CoastFed, make available Borrower and its officers, employees and agents and 
Borrower's Records to the extent that CoastFed may deem * necessary in order 
to prosecute or defend any such suit or proceeding **.

   *REASONABLY

   ** ; PROVIDED THAT THE FOREGOING PROVISIONS OF THIS SECTION 4.7 WILL NOT 
APPLY TO ANY CLAIM ASSERTED BY COASTFED AGAINST BORROWER.

   4.8  REMITTANCE OF PROCEEDS.  All proceeds arising from the disposition of 
the Collateral shall be delivered, in kind, by Borrower to CoastFed in the 
original form in which received by Borrower not later than the following 
business day after receipt by Borrower*. 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 CoastFed. CoastFed may from 
time to time verify directly with the respective account debtors the 
validity, amount and any other matters relating to the Accounts by means of 
mail, telephone or otherwise either in the name of Borrower or CoastFed or 
such other name as CoastFed may choose.

   *EXCEPT WIRE TRANSFER REMITTANCES RECEIVED BY BORROWER SHALL BE 
TRANSMITTED TO COASTFED IN TOTAL THE DAY FOLLOWING POSTING TO BORROWER'S BANK 
ACCOUNT

   4.9  EXECUTE ADDITIONAL DOCUMENTATION.  Borrower agrees, at its expense, 
on demand by  CoastFed, to execute all documents in form satisfactory to 
CoastFed, as CoastFed, in its sole discretion, may deem * necessary or useful 
in order to perfect and maintain CoastFed's perfected first-priority or any 
other security interest in the Collateral, and in order to fully consummate 
all of the transactions contemplated under this Loan Agreement and under any 
Collateral Agreement.

   *REASONABLY

5.  APPLICATION OF PAYMENTS.

   All forms of payments delivered to CoastFed on account of the Obligations 
constitute conditional payment only until such items are actually paid in 
cash to CoastFed; solely for the purpose of computing interest earned by 
CoastFed, credit therefor and for bank wire transfers shall be given as of 
the * business day after receipt by CoastFed in order to allow for clearance, 
bookkeeping and computer entries. All payments made by Borrower may be 
applied, and in CoastFed's sole discretion reversed and re-applied, in whole or 
in part to any of the Obligations, in such order and manner as CoastFed shall 
determine in its sole discretion.

   *THIRD

                                        -6-
<PAGE>

COAST BUSINESS CREDIT                              LOAN AND SECURITY AGREEMENT
------------------------------------------------------------------------------


6.  EVENTS OF DEFAULT AND REMEDIES.

   6.1  EVENTS OF DEFAULT.  If any of the following events shall occur, such 
an occurrence shall constitute an "Event of Default" and Borrower shall 
provide CoastFed with immediate written notice thereof: (a) Any warranty, 
representation, statement, report or certificate made or delivered to 
CoastFed by Borrower or any of Borrower's officers, employees or agents now 
or hereafter shall be incorrect, false, untrue or misleading in any material 
respect; or (b) Borrower shall fail to repay when due part or all of any Loan 
or to pay any interest thereon when due; or (c) Borrower shall fail to 
perform when due any term or condition contained in this Loan Agreement or in 
any Collateral Agreement, or any other agreement between CoastFed and 
Borrower; or (d) Borrower shall fail to pay or perform any other Obligation 
when due *****; or (e) Any loss, theft, or substantial damage to, or 
destruction of, any or all of the Collateral (unless within five (5) days 
after the occurrence of any such event. Borrower furnishes CoastFed with 
evidence satisfactory to CoastFed that the amount of any such loss, theft, 
damage to or destruction of the Collateral is fully insured under policies 
designating CoastFed as the exclusive additional named insured*); or (f) A 
material impairment of the prospect of payment or performance of the 
Obligations or a material impairment of the value of the Collateral or any 
impairment in the priority of CoastFed's security interest; or (g) Any event 
shall arise which may result or actually results in the acceleration of the 
maturity of the indebtedness of Borrower to others + under any loan or other 
agreement or undertaking; or (h) Any levy, assessment, attachment, seizure, 
lien or encumbrance ** for any cause or reason whatsoever, upon all or any 
part of the Collateral or any other asset of Borrower (unless discharged by 
payment, release or fully bonded against not more than ten (10) days after 
such event has occurred); or (i) Dissolution, termination of existence, 
insolvency or 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 or 
against, Borrower under any reorganization, bankruptcy, insolvency, 
arrangement, readjustment of debt, dissolution or liquidation law or statute 
of any jurisdiction, now or hereafter in effect; or entry of a court or 
governmental order which enjoins, restrains or in any way prevents Borrower 
from conducting all or any part of its business; or failure to pay any 
foreign, federal, state or local tax or other debt of Borrower unless, with 
respect to any such tax, Borrower complies with the provisions of Paragraphs 
3.9 (i), (ii), and (iii); or (j) A notice of lien, levy or assessment is 
filed of record with respect to any of Borrower's assets by the United 
States or any department, agency or instrumentality thereof, or by any state, 
county, municipal or other governmental agency, or if any taxes or debts now 
or hereafter owing to any one or more of them becomes a lien ** upon all or 
any of the Collateral or any other assets of Borrower (other than a lien for 
real property taxes which are not yet due and payable); or (k) Death, 
insolvency or incompetency of any guarantor of the Obligations; appointment 
of a conservator or guardian of the person of any such guarantor; 
appointment of a conservator, guardian, trustee, custodian or receiver of all 
or any part of the assets, property or estate of, any such guarantor; 
revocation or termination of, or limitation of liability upon, any guaranty 
of the Obligations; or commencement of proceedings by or against any 
guarantor or surety for Borrower under any bankruptcy or insolvency law; or 
(l) Borrower makes any payment on account of any indebtedness or obligation 
which has been subordinated to the Obligations *** or if any person who has 
subordinated such indebtedness or obligations terminates or in any way limits 
his subordination agreement; or (m) Borrower shall generally not pay its 
debts as they become due or shall enter into any agreement (whether written 
or oral), or offer to enter into any such agreement, with all or a 
significant number of its creditors regarding any moratorium or other 
indulgence with respect to its debts or the participation of such creditors 
or their representatives in the supervision, management or control of the 
business of Borrower; 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 shall make any 
transfer of its property to or for the benefit of any creditor at a time when 
other creditors similarly situated have not been paid ****.

   +IN EXCESS OF $1,000,000

   *OTHER THAN LESSORS OF REAL PROPERTY TO BORROWER

   **(OTHER THAN PERMITTED LIENS)

   ***IN VIOLATION OF THE APPLICABLE SUBORDINATION AGREEMENT

   ****(EXCEPT FOR INDIVIDUALLY NEGOTIATED EXTENSIONS OF TRADE DEBT, LEASES 
OR OTHER OBLIGATIONS)

    *****OR WITHIN ANY APPLICABLE GRACE PERIOD

   6.2  REMEDIES.  Upon the occurrence of any Event of Default, and at any 
time thereafter, CoastFed, 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 advancing money or extending credit to or 
for the benefit of Borrower under this Loan Agreement, any Collateral 
Agreement, and any other document or agreement; (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 CoastFed without judicial process to enter 
onto any of the Borrower's premises without hindrance to search for, take 
possession of, keep, store, or remove any of the Collateral and remain on 
such premises or cause a custodian to remain thereon in exclusive control


                                      -7-

<PAGE>

COAST BUSINESS CREDIT                                LOAN AND SECURITY AGREEMENT
--------------------------------------------------------------------------------


thereof without charge for so long as CoastFed deems necessary in order to 
complete the enforcement of its rights under this Loan Agreement or any 
Collateral Agreement, or any other agreement; provided, however, that should 
CoastFed seek to take possession of any or all 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 CoastFed 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 CoastFed at a 
place or places to be ***designated by CoastFed which are reasonably 
convenient to CoastFed and Borrower, and to remove the Collateral to such 
locations as CoastFed may deem advisable; (e) Complete processing, 
manufacturing or repair of all or any portion of the Collateral prior to a 
disposition thereof and, for such purpose and for the purpose of removal, 
CoastFed shall have the right to use Borrower's premises, vehicles, hoists, 
lifts, cranes, equipment and all other property without charge. Without 
limiting any security interest granted CoastFed in other provisions of this 
Loan Agreement or in any Collateral Agreement or other agreement, for the 
purpose of completing manufacturing, processing or repair of Collateral and 
the disposition thereof. CoastFed is hereby granted a security interest in, 
and CoastFed and any purchaser from CoastFed may use without charge, all of 
the Borrower's plant, machinery, equipment, labels, licenses, processes, 
patents, patent applications, copyrights, names, trade names, trademarks, 
trade secrets, logos, advertising material and all other assets, and may also 
utilize all of Borrower's rights under any license or franchise agreement; 
(f) Sell, ship, reclaim, lease or otherwise dispose of all or any portion of 
the Collateral in its condition at the time CoastFed obtains possession or 
after further  manufacturing, processing or repair, at any one or more public 
and/or private sales (including execution 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. CoastFed shall have the right to conduct such disposition 
on Borrower's premises without charge for such time or times as CoastFed 
deems fit, or on CoastFed's premises, or elsewhere and the Collateral need 
not be located at the place of disposition. CoastFed 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 part 
or all of the Collateral and, in connection therewith, Borrower irrevocably 
authorizes CoastFed to endorse or 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 CoastFed's sole 
discretion, to grant extensions of time to pay, compromise claims and settle 
Accounts and the like for less than face value; (h) Demand and receive 
possession of any of Borrower's federal and state income tax returns and the 
Records utilized in the preparation thereof or referring thereto. All 
attorney's fees, expenses, costs, liabilities and obligations incurred by 
CoastFed 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.

    *(EXCEPT THAT, PRIOR TO OR CONCURRENTLY WITH THE TAKING OF THE FIRST OF 
ANY OF THE FOLLOWING ACTIONS, COASTFED SHALL GIVE BORROWER ONE GENERAL 
WRITTEN NOTICE STATING THAT COASTFED IS "PROCEEDING TO EXERCISE ITS RIGHTS 
AND REMEDIES" OR WORDS TO THAT EFFECT)

   **[OMITTED]

  ***REASONABLY

     6.3  STANDARDS FOR DETERMINING COMMERCIAL REASONABLENESS.  Borrower and 
CoastFed agree that the following conduct by CoastFed with respect to any 
disposition of Collateral shall conclusively be deemed commercially 
reasonable (but other conduct by CoastFed, including, but not limited to, 
CoastFed's use in its sole discretion of other or different times, places and 
manners of noticing and conducting any disposition of Collateral shall not be 
deemed unreasonable): Any public or private disposition as to which on no 
later than the *calendar day prior thereto written notice thereof is mailed 
or personally delivered to Borrower and, with respect to any public 
disposition, on no later than the *calendar day prior thereto notice thereof 
describing in general non-specific terms, the Collateral to be disposed of is 
published once in a newspaper of general circulation in the county where the 
sale is to be conducted, at any place designated by CoastFed, with or without 
the Collateral being present, and which commences at any time between 8:00 
a.m. and 5:00 p.m. Without limiting the generality of the foregoing, Borrower 
expressly agrees that, with respect to any disposition of Accounts, 
instruments and general intangibles (collectively "Receivables"), it shall be 
commercially reasonable for CoastFed to direct any prospective acquirer 
thereof to ascertain directly from Borrower any and all information (and 
CoastFed shall not be required to maintain records of, or answer any 
inquiries) concerning the Receivables offered for disposition, including, but 
not limited to, the terms of payment, aging and delinquency, if any, of the 
Receivables, the financial condition of any obligor or account debtor thereon 
or guarantor thereof, any collateral therefor and the condition and location 
of the goods, if any, that are the subject of any of the Receivables.

    *TENTH

     6.4 APPLICATION OF PROCEEDS. All proceeds realized as the result of any 
disposition of the Collateral shall be applied by

                                     -8-

<PAGE>

COAST BUSINESS CREDIT                              LOAN AND SECURITY AGREEMENT
------------------------------------------------------------------------------


CoastFed first to the costs, expenses, liabilities, obligations and 
attorneys' fees incurred by CoastFed in the exercise of its rights under this 
Loan Agreement and any Collateral Agreement, second to the interest due upon 
any of the Obligations and third to the principal of the Obligations in any 
order determined by CoastFed in its sole discretion. The surplus, if any, 
shall be paid to Borrower; if any deficiency shall arise, Borrower shall 
remain liable to CoastFed therefor. If, as a result of the disposition of any 
of the Collateral, CoastFed directly or indirectly enters into a credit 
transaction with any third party, CoastFed shall have the option, exercisable 
at any time, in its sole discretion, of either reducing the Obligations by 
the principal amount of such credit transaction or deferring the reduction 
thereof until the actual receipt by CoastFed of cash therefor from such third 
party.

   6.5  REMEDIES CUMULATIVE.  In addition to the rights and remedies set 
forth in this Loan Agreement and any Collateral Agreement, CoastFed shall 
have all the other rights and remedies accorded a secured party under the 
California Uniform Commercial Code and under any and all other applicable 
laws and in any other instrument or agreement now or hereafter entered into 
between CoastFed and Borrower and all of such rights and remedies are 
cumulative and none is exclusive. Exercise or partial exercise by CoastFed 
of one or more of its rights or remedies shall not be deemed an election, nor 
bar CoastFed from subsequent exercise or partial exercise of any other rights 
or remedies. The failure or delay of CoastFed 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.

7.  POWER OF ATTORNEY.

   Borrower grants to CoastFed an irrevocable power of attorney coupled with 
an interest, authorizing and permitting CoastFed (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: (a) Execute 
on behalf of Borrower any documents that CoastFed may, in its sole and 
absolute discretion, deem advisable in order to perfect, maintain or improve 
CoastFed's security interest in the Collateral or other real or personal 
property intended to constitute Collateral, or in order to exercise a right 
of Borrower or CoastFed, or in order to fully consummate all the transactions 
contemplated under this Loan Agreement, any Collateral Agreement and all 
other present and future agreements; (b) At any time after the occurrence of 
an Event of Default, to execute on behalf of Borrower any document 
exercising, transferring or assigning any option to purchase, sell or 
otherwise dispose of or to lease (as lessor or lessee) any real or personal 
property which is part of CoastFed's Collateral or in which CoastFed has an 
interest; (c) 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; (d) * 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 CoastFed's possession; (e) Upon the occurrence 
of any Event of Default, to receive and open all mail addressed to Borrower; 
(f) Endorse all checks and other forms of remittances received by CoastFed 
"Pay to the Order of CoastFed Business Credit Corporation," or in such other 
manner as CoastFed may designate; (g) ** 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; (h) **Grant extensions of time to pay, 
compromise claims and settle Accounts and the like for less than face value 
and execute all releases and other documents in connection therewith; (i) Pay 
any sums required on account of Borrower's taxes or to secure the release of 
any liens therefor, or both; (j) Settle and adjust, and give releases of, any 
insurance claim that relates to any of the Collateral and obtain payment 
therefor; (k) Instruct any third party having custody or control of any books 
or records belonging to, or relating to, Borrower to give CoastFed the same 
rights of access and other rights with respect thereto as CoastFed has under 
Paragraph 4.3 of this Loan Agreement; and (I) Take any action or pay any sum 
required of Borrower pursuant to this Loan Agreement, any Collateral 
Agreement and any other present or future agreements. Any and all sums paid 
and any and all costs, expenses, liabilities, obligations and attorneys' fees 
incurred by CoastFed 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 CoastFed's rights under the foregoing 
power of attorney or any of CoastFed's other rights under this Loan Agreement 
or any Collateral Agreement be deemed to indicate that CoastFed is in control 
of the business, management or properties of Borrower.

   *SUBJECT TO THE TERMS OF THIS AGREEMENT AND ANY COLLATERAL AGREEMENTS

   **AFTER AN EVENT OF DEFAULT

8.  TERMINATION.

   This Loan Agreement and all Collateral Agreement(s) shall continue in 
effect until OCTOBER 31, 1995 (the "initial renewal date") and shall 
thereafter automatically and continuously renew for successive additional 
terms of ONE year(s) each unless terminated as to future transactions as 
hereinafter provided. (The initial renewal date and each subsequent date on 
which the terms of this Loan Agreement and the Collateral Agreement(s) 
automatically renew are hereinafter referred to as "renewal dates.") This 
Loan 

                                     -9-

<PAGE>


COAST BUSINESS CREDIT                              LOAN AND SECURITY AGREEMENT
------------------------------------------------------------------------------


Agreement and any Collateral Agreement may be terminated, as to future 
transactions only, as follows: (a) By written notice from either CoastFed or 
Borrower to the other, not less than sixty (60) days prior to the next 
renewal date, in which event termination shall be effective on the next 
renewal date; or (b) By CoastFed at any time after the occurrence of an Event 
of Default, without notice, in which event termination shall be effective 
immediately; or (c) By sixty (60) days' prior written notice from Borrower to 
CoastFed, in which event, termination shall be effective on the sixtieth day 
after such notice is given; or (d) By the grant by Borrower to any third 
party of a lien or encumbrance on, or security interest in, any of the 
Collateral *, as provided in Paragraph 3.5, in which event termination shall 
be effective on the date selected by CoastFed pursuant to Paragraph 3.5. On 
the 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 or such Obligations are otherwise then due and 
payable. If Borrower attempts to terminate this Loan Agreement under 
subparagraph (a) or (c) above, but does not pay and perform all Obligations 
in full on the effective date of termination, then CoastFed may elect, by 
written notice to Borrower, to continue this Loan Agreement and all 
Collateral Agreement(s) in full force and effect until the next renewal date 
and in that event this Loan Agreement and all Collateral Agreement(s) shall 
automatically renew thereafter as provided above. If termination occurs under 
subparagraph (b), (c) or (d) above, Borrower shall pay to CoastFed 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. Said 
termination fee shall be included in the Obligations, shall be payable on the 
effective date of termination, and shall bear interest at a rate equal to the 
highest interest rate applicable to any of the Obligations. Notwithstanding 
any termination of this Loan Agreement or any Collateral Agreement, all of 
CoastFed's security interest in all of the Collateral and all of the terms 
and provisions of this Loan Agreement and all Collateral Agreement(s) shall 
continue in full force and effect until all Obligations have been paid and 
performed in full, and no termination shall in any way affect or impair any 
right or remedy of CoastFed, nor shall any such termination relieve Borrower 
of any Obligation to CoastFed until all of the Obligations have been paid and 
performed in full. Without limiting the fact that all Loans are discretionary 
on the part of CoastFed, CoastFed may, in its sole discretion, refuse to make 
any further Loans after termination. Upon payment and performance in full of 
all the Obligations, CoastFed shall promptly deliver to Borrower termination 
statements, request for reconveyances and such other documents as may be 
required to fully terminate any of CoastFed's security interests.

   *OTHER THAN PERMITTED LIENS

9.  NOTICES

   All notices to be given hereunder shall be in writing and shall be served 
either personally * or by depositing the same in the United States mail, 
postage prepaid, by regular first-class mail, or by certified mail, return 
receipt requested, addressed to CoastFed or Borrower at the addresses shown 
above, or at any other address as shall be designated by one party in a 
written notice to the other party. Any such notice shall be deemed to have 
been given upon delivery in the case of notices personally delivered to 
Borrower or to an officer of CoastFed, ** or at the expiration of *** 
business days following the deposit thereof in the United States mail, with 
postage prepaid (except that any notice of disposition referred to in 
Paragraph 6.3 hereof that is mailed shall be deemed given at the time of 
deposit thereof in the United States mail, with postage prepaid). If there is 
more than one Borrower, notice to any Borrower shall constitute notice to 
all; if Borrower is a corporation, the service upon any member of the  Board 
of Directors, officer, employee or agent shall constitute service upon the 
corporation.

   *OR BY FEDERAL EXPRESS OR OTHER RECOGNIZED PRIVATE DELIVERY SERVICE 
("PRIVATE DELIVERY")

   **OR AT THE EXPIRATION OF ONE (1) BUSINESS DAY AFTER THE DATE SENT BY 
PRIVATE DELIVERY,

   ***THREE (3)


10. GENERAL WAIVERS.

   The failure of CoastFed at any time or times hereafter to require Borrower 
to strictly comply with any of the provisions of this Loan Agreement or any 
Collateral Agreement or any other present or future agreement between 
Borrower and CoastFed shall not waive or diminish any right of CoastFed 
thereafter to demand and receive strict compliance therewith. Any waiver of 
any default shall not waive or affect any other default, whether prior or 
subsequent thereto. None of the provisions of this Loan Agreement or any 
Collateral Agreement or other agreement now or hereafter executed by Borrower 
and delivered to CoastFed shall be deemed to have been waived by any act or 
knowledge of CoastFed or its agents or employees, but only by a specific 
written waiver signed by an officer of CoastFed and delivered to Borrower. 
Borrower waives the benefit of all statute(s) of limitations in any action or 
proceeding based upon or arising out of this Loan Agreement or any Collateral 
Agreement or any other present or future instrument or agreement between 
CoastFed and Borrower. Borrower waives any and all notices or demands which 
Borrower might be entitled to receive with respect to this Loan Agreement, 
any Collateral Agreement, or any other agreement by virtue of any applicable 
law. Borrower hereby 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 CoastFed on 
which Borrower is or may in any way be liable, and notice of any action taken 
by CoastFed unless expressly required by this Loan Agreement or any 
Collateral Agreement. Borrower hereby ratifies and confirms


                                      -10-

<PAGE>

COAST BUSINESS CREDIT                                LOAN AND SECURITY AGREEMENT
--------------------------------------------------------------------------------


whatever CoastFed may do *pursuant to this Loan Agreement and any Collateral 
Agreement and agrees that CoastFed shall not be liable for (a) the 
safekeeping of the Collateral or any loss or damage thereto, or diminution in 
value thereof, from any cause whatsoever**, or (b) any act or omission of any 
carrier, warehouseman, bailee, forwarding agent or other person, or (c) any 
act of commission or any omission by CoastFed or its officers, employees, 
agents, or attorneys, or any of its or their errors of judgment or mistakes 
of fact of law***.

    *IN A COMMERCIALLY REASONABLE MANNER

   **UNLESS ANY DAMAGE THERETO IS CAUSED BY COASTFED'S GROSS NEGLIGENCE OR 
WILFUL MISCONDUCT

  ***EXCEPT FOR COASTFED'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT

11.  ATTACHMENT WAIVERS.

     To the extent that CoastFed, in its sole and absolute discretion, 
determines, prior to the disposition of all of the Collateral, that the 
amount to be realized by CoastFed from the disposition of all of the 
Collateral may be less than the amount of the Obligations, and to the full 
extent of any such anticipated deficiency, Borrower waives the benefit of 
Section 483.010 (b) of the California Code of Civil Procedure and of any and 
all other statutes requiring CoastFed to first resort to and exhaust all of 
the Collateral before seeking or obtaining any attachment remedy against 
Borrower, and Borrower expressly agrees that, to the extent of such 
anticipated deficiency, CoastFed shall have all of the rights of an unsecured 
creditor, including, but not limited to, the right of CoastFed, prior to the 
disposition of all of the Collateral, to obtain a temporary protective order 
and writ of attachment or other available remedy. CoastFed shall have no 
liability to Borrower if the actual deficiency realized by CoastFed is less 
than the anticipated deficiency on the basis of which CoastFed obtained a 
temporary protective order or writ of attachment. In the event CoastFed 
should seek a temporary protective order, or writ of attachment, or both, 
Borrower hereby irrevocably waives any bond and any surety or security 
relating thereto required by any statute, court rule or otherwise as an 
incident or condition precedent to the issuance of any temporary protective 
order or writ of attachment.

12.  ATTORNEYS' FEES AND COSTS.

     Borrower shall forthwith pay to CoastFed the amount of all *attorneys' 
fees and all filing, recording, publication, search and other costs incurred 
by CoastFed pursuant to this Loan Agreement, any Collateral Agreement or any 
other present or future agreement or in connection with any transaction 
contemplated hereby, or with respect to the Collateral or the defense or 
enforcement of its interests (whether or not CoastFed files a lawsuit against 
Borrower). Without limiting the generality of the foregoing, Borrower shall, 
with respect to each and all of the foregoing, pay all attorneys' fees and 
costs CoastFed incurs in order to obtain legal advice; enforce, or seek to 
enforce, any of its rights; prosecute actions against, or defend actions by, 
Account debtors; commence, intervene in, respond to, or defend any action or 
proceeding; initiate any complaint to be relieved of the effect of the 
automatic stay in bankruptcy in order to commence or continue any foreclosure 
or other disposition of the Collateral or to commence, defend or continue any 
action or other proceeding in or out of bankruptcy against Borrower or 
relating to the Collateral; file or prosecute a claim or right in any action 
or proceeding, including, but not limited to, any probate claim, bankruptcy 
claim, third-party claim, secured creditor claim or reclamation complaint; 
examine, audit, count, test, copy, or otherwise inspect any of the Collateral 
or any of Borrower's books and records; or protect, obtain possession of, 
lease, dispose of, or otherwise enforce any security interest in or lien on, 
the Collateral or represent CoastFed in any litigation with respect to 
Borrower's affairs. Without limiting the generality of the foregoing, 
Borrower shall reimburse CoastFed for its out of pocket costs in connection 
with CoastFed's regular quarterly audits of Borrower and Borrower shall pay 
CoastFed an audit fee of $1,250 for each such quarterly audit. If either 
CoastFed or Borrower files any lawsuit against the  other predicated on a 
breach of this Loan Agreement or any Collateral Agreement, the prevailing 
party in such action shall be entitled to recover its costs and attorneys' 
fees, including, but not limited to, 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 CoastFed 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.

    *REASONABLE

13.  DESTRUCTION OF BORROWER'S DOCUMENTS; LIMITATION OF ACTIONS.

     Any documents, schedules, invoices or other papers delivered to CoastFed 
may be destroyed or otherwise disposed of by CoastFed six (6) months after 
they are delivered to CoastFed unless Borrower makes written request therefor 
and pays all expenses attendant to their return, in which event, CoastFed 
shall return same when CoastFed's actual or anticipated need therefor has 
terminated. Borrower agrees that any claim or cause of action by Borrower 
against CoastFed, its directors, officers, employees, agents, accountants or 
attorneys, based upon, arising from, or relating to this Loan Agreement, or 
any Collateral Agreement, or any other present or future agreement, 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 CoastFed, its directors, officers, 
employees, agents, accountants or attorneys, relating in any way to Borrower, 
shall be barred unless asserted by Borrower by the * after the first act, 
occurrence or omission upon which such claim or cause of action, or any part 
thereof, is based,

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<PAGE>


COAST BUSINESS CREDIT                               LOAN AND SECURITY AGREEMENT
-------------------------------------------------------------------------------


Borrower agrees that such ** period of time is a reasonable and sufficient 
time for Borrower to investigate and act upon any such claim or cause of 
action. The ** period provided herein shall not be waived, tolled, or 
extended except by the written consent of CoastFed in its sole and absolute 
discretion. This provision shall survive any termination, however arising, of 
this Loan Agreement, any Collateral Agreement, and any other present or 
future agreement.

   *DELIVERY OF A SPECIFIC WRITTEN CLAIM SETTING FORTH IN REASONABLY SPECIFIC 
DETAIL THE BORROWER'S CLAIM OR CAUSE OF ACTION WITHIN ONE YEAR

   **ONE-YEAR

14.  GENERAL PROVISIONS.

   14.1 SEVERABILITY.  Should any provision, clause or condition of this Loan 
Agreement or any Collateral Agreement be held by any court of competent 
jurisdiction to be void or unenforceable, such defect shall not affect the 
remainder of this Loan Agreement or any Collateral Agreement.

   14.2  INTEGRATION.  This Loan Agreement and any Collateral Agreements and 
such other agreements, documents and instruments as may be executed in 
connection herewith shall be construed as the entire and complete agreement 
between Borrower and CoastFed and shall supersede all prior negotiations, all 
of which are merged and integrated herein.

   14.3  AMENDMENT.  The terms and provisions of this Loan Agreement and any 
Collateral Agreement may not be waived or amended except in a writing 
executed by Borrower and a duly authorized officer of CoastFed.

   14.4  TIME OF ESSENCE.  Time is of the essence in the performance by 
Borrower of each and every obligation under this Loan Agreement and any 
Collateral Agreement.

   14.5  BENEFIT OF AGREEMENT.  The provisions of this Loan Agreement and any 
Collateral Agreement shall be binding upon and inure to the benefit of the 
respective successors, assigns, heirs, beneficiaries and representatives of 
the parties hereto; provided, however, that Borrower may not assign or 
transfer any of its rights under this Loan Agreement or any Collateral 
Agreement without the prior written consent of CoastFed, and any prohibited 
assignment shall be void. No consent by CoastFed to any assignment shall 
relieve Borrower or any guarantor from its liability for the Obligations.

   14.6  JOINT AND SEVERAL LIABILITY.  The liability of each Borrower 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.

   14.7  PARAGRAPH HEADINGS; CONSTRUCTION.  Paragraph headings are used 
herein for convenience only. * acknowledges that the same may not describe 
completely the subject matter of the applicable paragraph, and the same 
shall not be used in any manner to construe, limit, define or interpret any 
term or provision hereof. This Loan Agreement and the Collateral Agreements 
have been fully reviewed and negotiated between the parties and no 
uncertainty or ambiguity in any term or provision of this Loan Agreement or 
any Collateral Agreement shall be construed strictly against CoastFed or 
Borrower under any rule of construction or otherwise.

   *THE PARTIES

   14.8  GOVERNING LAW; JURISDICTION; VENUE. This Loan Agreement and any 
Collateral Agreement and all acts and transactions hereunder and all rights 
and obligations of CoastFed and Borrower shall be governed by and in 
accordance with the laws of the State of California. Any undefined term used 
in this Loan Agreement or in any Collateral Agreement that is defined in the 
California Uniform Commercial Code shall have the meaning therein assigned to 
that term. As a material part of the consideration to CoastFed to enter into 
this Agreement, Borrower (i) agrees that all actions and proceedings relating 
directly or indirectly hereto shall, at CoastFed's option, be litigated in 
courts located within California, and that the exclusive venue therefor 
shall be Los Angeles 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.

   14.9  EXECUTION BY COASTFED.  This Loan Agreement and any Collateral 
Agreement which has been executed and delivered by Borrower to CoastFed shall 
not become effective unless and until executed by a duly authorized officer 
of CoastFed.

   14.10  MUTUAL WAIVER OF JURY TRIAL.  BORROWER AND COASTFED 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 LOAN AGREEMENT OR ANY 
COLLATERAL AGREEMENT OR ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT 
BETWEEN COASTFED AND BORROWER, OR ANY CONDUCT, ACTS OR OMISSIONS OF COASTFED 
OR BORROWER ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR 
ANY OTHER PERSONS AFFILIATED WITH COASTFED OR BORROWER.

   14.11  CONFIDENTIALITY. COASTFED COVENANTS AND AGREES, ON A CONTINUING 
BASIS, TO USE REASONABLE EFFORTS (BUT IN NO EVENT LESS THAN THE SAME DEGREE 
OF CARE THAT IT EXERCISES WITH RESPECT TO ITS OWN PROPRIETARY INFORMATION OF 
THE SAME TYPES) TO MAINTAIN THE CONFIDENTIALITY OF AND NOT TO DISCLOSE TO ANY 
PERSON OTHER THAN ITS OFFICERS, DIRECTORS, ATTORNEYS AND ACCOUNTANTS AND 
AFFILIATES, AND SUCH OTHER PERSONS TO WHOM COASTFED SHALL AT ANY TIME BE 
REQUIRED TO MAKE SUCH DISCLOSURE IN ACCORDANCE WITH APPLICABLE LAW, ANY AND 
ALL PROPRIETARY, TRADE SECRET OR


                                     -12-

<PAGE>

COAST BUSINESS CREDIT                                LOAN AND SECURITY AGREEMENT
--------------------------------------------------------------------------------


confidential information provided to or received by CoastFed from or on 
account of Borrower or any affiliate of Borrower, including business plans 
and forecasts, non-public financial information, confidential or secret 
processes, formulae, devices or contractual information, customer lists, 
employee relation matters, and any other information the disclosure of which 
could reasonably be expected to have a material adverse impact on the 
business, finances or operations of  Borrower or its affiliates, PROVIDED, 
HOWEVER, the foregoing provisions shall not be effective regarding the 
disposition of Collateral after an Event of Default.

     Borrower:

         ROSS SYSTEMS, INC.


         By: /s/   Selby F. Little III
            ---------------------------------
               President or Vice President


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

     CoastFed:

         COASTFED BUSINESS CREDIT CORPORATION


         By: /s/      [Illegible]
            ---------------------------------


         Title: 
            ---------------------------------



                   SCHEDULE TO LOAN AND SECURITY AGREEMENT


Prior Names (Section 3.3):

Rossdata Corporation (1972-1991)


Fictitious Names, Trade Names, Trade Styles (Section 3.3):

See Attachment No. 1






Other Addresses (Section 3.4):

See Attachment No. 2





                                     -13-