FOURTH AMENDMENT TO COMMERCIAL LOAN AGREEMENT


         THIS FOURTH AMENDMENT (the "Fourth  Amendment"),  dated as of September
6, 1996,  is entered  into by and between THE INDUS  GROUP,  INC.,  a California
corporation  ("Borrower"),  and the SUMITOMO  BANK OF  CALIFORNIA,  a California
banking corporation ("Bank").

                                    RECITALS:

         A.  Borrower and Bank  entered into an Amended and Restated  Commercial
Loan Agreement  dated June 30, 1995 as amended by the amendments  dated November
27, 1995 (the "First Amendment"),  December 26, 1995 (the "Second  Amendments"),
May 29, 1996 (the "Third Amendment") (collectively, the "Agreement").

         B. Borrower and Bank desire to amend certain terms of the Agreement.


                                   AGREEMENTS:

         NOW, THEREFORE, Borrower and Bank hereby agree as follows:

         1. Each of the terms defined in the Agreement, unless otherwise defined
herein, shall have the same meaning when used herein.

         2. The Agreement is amended as follows:

         (a) Section 7.10 Capital Expenditures is hereby deleted in its entirety
effective 6/30/96.

         3. (a) Except as  specifically  amended  above,  the  Agreement and all
other  documents  executed in connection with the Agreement shall remain in full
force  and  effect  and are  hereby  ratified  and  confirmed;  and (b) Upon the
effectiveness of this Fourth Amendment, each reference in the Agreement to "this
Agreement",  "hereunder",  "herein", "hereof", or words of like import referring
to the  Agreement  shall mean and be a reference to the  Agreement as amended by
this Fourth Amendment.

         4. Borrower represents and warrants as follows:

         (a)  Each  of  the  representations  and  warranties  contained  in the
Agreement,  as amended hereby,  is true and correct on and as of the date hereof
to the same  extent as though made on and as of the date  hereof,  except to the
extent  that a  representation  or warranty  specifically  related to an earlier
date, in which case such representation and warranty is true as of such date and
is hereby reaffirmed as of the date hereof, each as if set forth herein;

         5. The execution,  delivery and performance of this Fourth Amendment is
within Borrower's  powers, has been duly authorized by all necessary action, has
received all necessary governmental  approvals,  if any, and does not contravene
any law or any contractual restrictions binding on Borrower;

         6. Release and Waiver.

         (a) Borrower hereby  acknowledges  and agrees that: (1) it has no claim
         or cause of action against Bank or any parent,  subsidiary or affiliate
         of Bank, or any of Bank's officers, directors, 

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         employees,  attorneys or other  representatives or agents (all of which
         parties  other  than Bank  being,  collectively,  "Bank's  Agents")  in
         connection  with the Agreement,  any letter of credit or the other loan
         documents or the transactions  contemplated  therein and herein; (2) it
         has no offset or defense against any of its  obligations,  indebtedness
         or  contracts  in favor of Bank;  and (3) it  recognizes  that Bank has
         heretofore  properly  performed and satisfied in a timely manner all of
         its obligations to and contracts with Borrower.

         (b)  Although  Bank  regards its conduct as proper and does not believe
         Borrower to have any claim, cause of action,  offset or defense against
         Bank or any of Bank's  Agents in  connection  with the  Agreement,  any
         letter  of  credit  or the other  loan  documents  or the  transactions
         contemplated  therein,  Bank wishes,  and Borrower agrees, to eliminate
         any possibility  that any past  conditions,  acts,  omissions,  events,
         circumstances  or matters could impair or otherwise  affect any rights,
         interests,   contracts  or  remedies  of  Bank.   Therefore,   Borrower
         unconditionally  releases  and  waives  (1) any  and  all  liabilities,
         indebtedness and obligations,  whether known or unknown, of any kind of
         Bank or of any of Bank's  Agents to  Borrower,  except the  obligations
         remaining to be performed by Bank as expressly stated in the Agreement,
         this Fourth  Amendment and the other loan  documents  executed by Bank;
         (2) any legal,  equitable or other obligations or duties, whether known
         or unknown,  of Bank or of any of Bank's  Agents to  Borrower  (and any
         rights  of  Borrower  against  Bank or  Bank's  Agents)  besides  those
         expressly stated in the Agreement,  this Fourth Amendment and the other
         loan  documents;  (3) any and all  claims  under  any  oral or  implied
         agreement,  obligation  or  understanding  with  Bank or any of  Bank's
         Agents, on account of any condition,  act, omission,  event,  contract,
         liability, obligation,  indebtedness,  claim, cause of action, defense,
         circumstance or matter of any kind whatsoever  which existed,  arose or
         occurred at any time prior to the execution and delivery of this Fourth
         Amendment or which could arise  concurrently  with the effectiveness of
         this Fourth Amendment.

         (c)  Borrower  agrees  that is  understands  the  meaning and effect of
         Section 1542 of the California Civil Code, which provides:

                  Section 1542.  Certain Claims Not Affected by General Release.
                  A general release does not extend to claims which the creditor
                  does not know or  suspect to exist in his favor at the time of
                  executing  this  release,  which if  known  by him  must  have
                  materially affected his settlement with the debtor.

         BORROWER   AGREES  TO  ASSUME   THE  RISK  OF  ANY  AND  ALL   UNKNOWN,
         UNANTICIPATED  OR  MISUNDERSTOOD  DEFENSES,  CLAIMS,  CAUSES OF ACTION,
         CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED
         BY THIS  FOURTH  AMENDMENT  IN  FAVOR OF BANK AND  BANK'S  AGENTS,  AND
         BORROWER  WAIVES AND RELEASES  ALL RIGHTS AND  BENEFITS  WHICH IT MIGHT
         OTHERWISE HAVE UNDER THE AFOREMENTIONED  SECTION 1542 OF THE CALIFORNIA
         CIVIL CODE WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR
         MISUNDERSTOOD   DEFENSES,   CLAIMS,   CAUSES  OF   ACTION,   CONTRACTS,
         LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. BORROWER WAIVES AND RELEASES
         (TO THE MAXIMUM EXTENT  PERMITTED BY LAW) ANY RIGHT OR DEFENSE WHICH IT
         MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OF ANY APPLICABLE JURISDICTION
         WHICH MIGHT LIMIT OR RESTRICT THE  EFFECTIVENESS OR SCOPE OF ANY OF ITS
         WAIVERS OR RELEASES UNDER THIS FOURTH AMENDMENT.

         7. This Fourth Amendment is the legal,  valid and binding obligation of
Borrower, enforceable against Borrower in accordance with its terms; and

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         8. No event has  occurred and is  continuing  or would result from this
Fourth Amendment which  constitutes an Event of Default under the Agreement,  or
would  constitute  an Event of Default but for the  requirements  that notice be
given or time elapse or both.

         9. This  Fourth  Amendment  shall be deemed to be a contract  under and
subject to, and shall be construed for all purposes and in accordance  with, the
laws of the State of California.

         10. This Fourth Amendment may be executed in two or more  counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute one and the same instrument.

         IN WITNESS  WHEREOF,  Bank and Borrower  have duly executed this Fourth
Amendment as of the day and year first hereinabove written.


The Indus Group, Inc.,                    Sumitomo Bank of California,
a California corporation                  a California banking corporation


By                                        By
   --------------------------                ------------------------------
   Robert Felton                             F. Clark Warden

Its    President                          Its   Sr. Vice President
   --------------------------                 -----------------------------



                                          By
                                              -----------------------------
                                              Timothy E. Canevascini

                                          Its    Assistant Vice President
                                              ------------------------------

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