<PAGE>
                                                               EXHIBIT 10.5(c)

                FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

     This first amendment ("First Amendment") to the Loan and Security 
Agreement dated October 11, 1994 is entered into between CoastFed Business 
Credit Corporation ("Coast") and Ross Systems, Inc. ("Borrower").

     The parties contract with reference to the following facts:

     1.  The parties have entered into a Loan and Security Agreement and 
related Collateral Agreements all dated October 11, 1994 (collectively the 
"Loan Agreement"). All capitalized terms not defined herein shall have the 
meaning attributed thereto in the Loan Agreement.

     2.  Coast, Borrower and Argonaut Information Systems of California, Inc. 
("Argonaut") are entering into an Intercreditor Agreement dated June 30, 1995 
(the "Intercreditor Agreement") in order to make it possible for Borrower and 
Argonaut to settle an extant dispute between them.

     3.  The parties intend, by this First Amendment, to amend the Loan 
Agreement to provide that after remittance of the amounts required to be 
received by Argonaut under Paragraph 4 of the Intercreditor Agreement: (a) 
the "Maintenance Accounts" (defined in the Intercreditor Agreement) shall not 
qualify as eligible Collateral and (b) the Borrower shall have no right to 
the Overadvance.

     NOW, THEREFORE, the parties agree as follows:

     A.  The following provision that is contained in Section 2.1 of the 
October 11, 1994 Accounts Collateral Security Agreement is deleted effective 
upon the receipt by Argonaut of all remittances to which it is entitled under 
Paragraph 4 of Intercreditor Agreement:

                  "Subject to the credit limit set forth in the 
             last sentence of Section 1.1 of the Loan Agreement,
             and without limiting CoastFed's discretion with 
             respect to Loans, the amount of the Loans pursuant to 
             this Section 2.1 may, in Coast's discretion, be 
             increased above the percentage limit set forth above
             in this Section 2.1 (the "Overadvance") by an amount
             not to exceed $1,000,000, provided that the Overadvance
             shall remain outstanding during not more than 15 calendar 
             days in each calendar month."

             No Overadvance shall be permitted after receipt, by Argonaut, of 
     all the remittances to which it is entitled under Paragraph 4 of the 
     Intercreditor Agreement.

     B.  After remittance in full of the payments referred to in Paragraph 4 
of the Intercreditor Agreement, the Maintenance Accounts shall no longer 
constitute Accounts that qualify as, nor shall there be any loans or advances 
made against, the Maintenance Accounts, but the Maintenance Accounts shall 
still constitute Collateral for the payment and performance in full of the 
Obligations.

<PAGE>


     C. Except to the extent amended herein, the Loan Agreement remains in 
full force and effect and is hereby ratified and confirmed. The execution of 
this First Amendment shall not operate as a waiver of any provision of the 
Loan Agreement.

Dated: June 30, 1995                      COASTFED BUSINESS CREDIT CORPORATION


                                          By:   /s/ [ILLEGIBLE]
                                                ------------------------------

                                          Its:             SVP
                                                ------------------------------



Dated: June 30, 1995                     ROSS SYSTEMS, INC.


                                         By: /s/  Selby F. Little, III
                                             ------------------------------

                                                 Vice President &
                                        Its:    Chief Financial Officer
                                             ------------------------------

                                                 



                                     -2-