<PAGE>
                                                                   EXHIBIT 10.14

                               THIRD AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT

         THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of September 20, 1999, is entered into by and among;

         (1) INDUS INTERNATIONAL, INC., a Delaware corporation ("Borrower");

         (2) Each of the financial institutions listed in Schedule I to the
Credit Agreement referred to in Recital A below (collectively, the "Banks"); and

         (3) CALIFORNIA BANK & TRUST, as successor by merger to Sumitomo Bank of
California, a California banking corporation, as agent for the Banks (in such
capacity, "Agent").

                                    RECITALS

         A. Borrower, the Banks and Agent are parties to an Amended and Restated
Credit Agreement dated as of June 10, 1998, as amended by that certain First
Amendment to Amended and Restated Credit Agreement dated as of June 30, 1998 and
by that certain Second Amendment to Amended and Restated Credit Agreement dated
as of August 1, 1998 (as amended, the "Credit Agreement").

         B. Borrower has requested the Banks and Agent to amend the Credit
Agreement in certain respects.

         C. The Banks and Agent are willing so to amend the Credit Agreement
upon the terms and subject to the conditions set forth below.

                                   AGREEMENT

         NOW, THEREFORE, in consideration of the above recitals and for other
good and variable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower the Banks and Agent hereby agree as follows:

         1. Definitions, Interpretation. All capitalized terms defined above
and elsewhere in this Amendment shall be used herein as to defined. Unless
otherwise defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Credit Agreement, as amended by
this Amendment. The rules of construction set forth in Section 1 of the Credit
Agreement shall, to the extent not inconsistent with the terms of this
Amendment, apply to this Amendment and are hereby incorporated by reference.

         2. Amendment to Credit Agreement. Subject to the satisfaction of the
conditions set forth in Paragraph 5 below, the Credit Agreement is hereby
amended as follows:

         (a)      All references in the Credit Agreement to the "Sumitomo Bank
of California" or to "SBC" are deleted and replaced by "California Bank &
Trust."




<PAGE>
                  (b)      Paragraph 1.01, entitled "Definitions," is amended by
         changing the definition of "Base Rate" as set forth therein to read in
         its entirety as follows:

                  "Base Rate" shall mean, on any day, the Prime Rate in effect
                  on such date; provided, however, that the Base Rate shall be
                  increased by two percent (2.00%) on the date an Event of
                  Default of the type set forth in Subparagraph 6.01(a) occurs
                  and ten (10) days after the date of notification of any other
                  type of Event of Default occurs and remains uncured, and in
                  each case shall continue at such increased rate during the
                  continuance of such Event of Default.

                  (c)      Paragraph 1.01, entitled "Definitions," is amended by
         changing the definition of "Total Commitment" set forth therein to read
         in its entirety as follows:

                  Total Commitment shall mean Fifteen Million Dollars
                  ($15,000,000) or, if such amount is reduced pursuant to
                  Subparagraph 2.03(b), the amount to which so reduced and in
                  effect from time to time.

                  (d)      Subparagraph 2.01(a) is amended by changing the
         reference to "July 31, 2000" set forth therein to "July 31, 2001."

                  (e)      Clause (i) of Subparagraph 2.02(a) entitled "Letter
         of Credit Facility" is amended by changing the reference to "Five
         Million Dollars ($5,000,000) set forth therein to "Ten Million Dollars
         ($10,000,000)."

                  (f)      Subparagraph 2.03(b) entitled "Amount Limitations,
         Commitment Restrictions, Etc.," is amended by changing the reference to
         "$20,000,000" set forth therein to "$10,000,000."

                  (g)      Paragraph 2.13(a) entitled "Security," is amended to
         read in its entirety as follows: "There is no security for the
         Obligations."

                  (h)      Clause (iii) of Subparagraph 5.01(a), entitled
         "Financial Statements, Reports, Etc.," is amended by deleting
         "thereof," at the end thereof and inserting in its place "thereof and
         (D) the Borrower's annual 10-K report."

                  (i)      Clause (iii) of Subparagraph 5.02(a), entitled
         "Indebtedness," is amended by deleting the reference to "$4,000,000"
         and replacing it with $5,000,000."

                  (j)      Subparagraph 5.02(c), entitled "Asset Disposition,"
         is amended by inserting after "assets or property" the following: "for
         less than full, fair and reasonable consideration."

                  (k)      Subparagraph 5.02(d), entitled "Mergers,
         Acquisitions, Etc.," is deleted and replaced with the following:

                           (d)      Merger, Acquisitions, Etc.  Neither Borrower
                                    nor any of its Subsidiaries shall sell,
                                    lease or dispose of (whether in one
                                    transaction or in a series of transactions)
                                    all, or in the opinion of the Agent, a
                                    substantial portion of its assets;
                                    liquidate; dissolve; or consolidate with,
                                    merge, or enter a partnership, joint venture
                                    or other combination where Borrower is not
                                    the


                                       2
<PAGE>

                                    surviving entity or where the effect of such
                                    consolidation, merger, partnership, joint
                                    venture or other combination would result in
                                    an Event of Default.

                           (e)      Subparagraph 5.02(3), entitled
                                    "Investments," is deleted.

                  (l)   Subparagraph 5.02(f), entitled "Dividends,
         Redemptions, etc.," is amended by adding at the end thereof:

                           (iv)     Borrower may otherwise repurchase shares of
                                    its capital stock with a cash cost of no
                                    more than $10,000,000 in the aggregate as
                                    measured from July 30, 1999 going forward.

                  (m)   Subparagraph 5.03(b) entitled "Tangible Net Worth,"
         is deleted and replaced by the following:

                           (b)      Tangible Net Worth.  Borrower shall not
                                    permit its consolidated Tangible Net Worth
                                    to be on any date of determination less than
                                    the difference between $100,000,000 and the
                                    aggregate up to $10,000,000 of the cash cost
                                    of Borrower's repurchases of its capital
                                    stock from June 30, 1999 going forward.

                  (n)   Subparagraph 5.03(d), entitled "Profitability," is
         deleted and replaced with the following:

                                    (d) Profitability.  Borrower shall not
                           permit the consolidated net income after losses of
                           Borrower and its Subsidiaries, on a cumulative,
                           rolling four quarter basis with a maximum of one loss
                           quarter in any consecutive four quarter period, to be
                           less than $1.00. Such consolidated net income
                           includes profits from ongoing operations but excludes
                           gains from the sale of marketable securities or other
                           assets outside the ordinary course of business.

                  (o)      Subparagraph 8.01 entitled "Notice," is amended by
         deleting the name, address, telephone number and facsimile number of
         Agent, set forth therein and replacing them with the following:

                           California Bank & Trust
                           San Francisco Regional Commercial Lending Office
                           465 California Street, 1st Floor
                           San Francisco, CA 94104
                           Attention: Tom Paton
                           Telephone:   (415) 875-1447
                           Facsimile:   (415) 875-1456

                  (p)      Schedule 1 is deleted in its entirety and replaced
         with Schedule 1 hereto. Union Bank of California, N.A. is thereby
         deleted from the definition of "Banks" and shall have no


                                       3

<PAGE>
         further obligations to make advances or participate in the receipt of
         loan fees, principal or interest under the Credit Agreement

                  (q) Schedule II is deleted in its entirety and replaced with
         Schedule II hereto.

                  (r) Schedule 4.01(p) is deleted in its entirety and replaced
         with Schedule 4.01(p) hereto.

                  (s) Exhibits A, B, C and F are amended by deleting the
         references to "Sumitomo Bank of California" as Agent and its address
         and replacing them with the following:

                           California Bank & Trust
                           San Francisco Regional Commercial Lending Office
                           465 California Street, 1st Floor
                           San Francisco, CA 94104
                           Attention. Tom Patton
                           Telephone: (415) 475-1447
                           Facsimile: (415) 875-1456

                  (t) Exhibit E entitled "Amended and Restated Security
         Agreement" is deleted and the original, executed copy thereof is
         canceled.

         3. NOTES.

                  (a) The Note, in the principal sum of $15,000,000.00, dated
         June 10, 1998, executed by Borrower in favor of Union Bank of
         California, N.A., is cancelled and the original thereof will be so
         marked by said Bank and returned forthwith to Borrower.

                  (b) Concurrently with the execution of this Amendment by
         Borrower. Borrower shall execute and deliver to California Bank &
         Trust a Note in substantially the form of Exhibit D to the Credit
         Agreement in the principal sum of $15,000,000. Said Note shall
         supercede and replace that certain Note, dated June 10, 1998, in the
         principal sum of $20,000,000, executed by Borrower in favor of
         Sumitomo Bank of California, the original of which shall be marked by
         California Bank & Trust as so superceded by the replacement Note to be
         executed concurrently herewith.

         4. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Agent and the Banks that the following are true and correct on the
date of this Amendment and that, after giving effect to the amendment set forth
in Paragraph 2 above, the following will be true and correct on the Effective
Date (as defined below):

                  (a) The representations and warranties of Borrower set forth
         in Paragraph 4.01 of the Credit Agreement and in the other Credit
         Documents are true and correct in all material aspects.

                  (b) No Default or Event of Default has occurred and is
         continuing; and

                  (c) Each of the Credit Documents is in full force and effect.



                                       4
<PAGE>
         IN WITNESS WHEREOF, Borrower, Agent and the Banks have caused this
Amendment to be executed as of the day and year first above written.


BORROWER                   INDUS INTERNATIONAL, INC.



                           By: /s/ William J. Grabske
                              ----------------------------
                              Name: William J. Grabske
                              Title: Chairman & CEO


AGENT:                     CALIFORNIA BANK & TRUST,
                           as successor by merger to
                           Sumitomo Bank of California



                           By: /s/ Thomas C. Paton, Jr.
                              ----------------------------
                              Name: Thomas C. Paton, Jr.
                              Title: Vice President


                           By: /s/ S.C. Bellicini
                              ----------------------------
                              Name: S.C. Bellicini
                              Title: Senior Vice President



BANKS:                     CALIFORNIA BANK & TRUST,
                           as successor by merger to
                           Sumitomo Bank of California



                           By: /s/ Thomas C. Paton, Jr.
                              ----------------------------
                              Name: Thomas C. Paton, Jr.
                              Title: Vice President


                           By: /s/ S.C. Bellicini
                              ----------------------------
                              Name: S.C. Bellicini
                              Title: Senior Vice President


                           UNION BANK OF CALIFORNIA



                           By: /s/ John Noble
                              ----------------------------
                              Name:  John Noble
                              Title: Vice President


                                       5

<PAGE>
                                   SCHEDULE I

                                     BANKS

<TABLE>

<CAPTION>
Banks:                              Proportionate Share:
-----                               -------------------
<S>                                 <C>
California Bank & Trust             100.00%
San Francisco Regional Commercial
 Lending Office
465 California Street, 1st Floor
San Francisco, CA 94104
Attention:  Tom Paton
Telephone:  (415) 875-1447
Facsimile:  (415) 875-1456


Address for Notices:

California Bank & Trust
San Francisco Regional Commercial
 Lending Office
465 California Street, 1st Floor
San Francisco, CA 94104
Attention:  Tom Paton
Telephone:  (415) 875-1447
Facsimile:  (415) 875-1456


Wiring Instructions:
[Information maintained with Agent]
</TABLE>
<PAGE>
                                  SCHEDULED II

                                  PRICING GRID


<Table>
<Caption>
                                              LEVEL 1                    LEVEL 2
                                              PERIOD                     PERIOD
                                              -------                    -------
<S>                                           <C>                        <C>
APPLICABLE MARGINS                             1.00%                      1.25%

COMMITMENT FEE PERCENTAGES                     .100%                      .200%

</Table>

1.       The Applicable Margin for each LIBOR Loan and the Commitment Fee
         Percentage will be set for each Pricing Period and will vary depending
         upon whether such period is a Level 1 Period or a Level 2 Period.

2.       Each Pricing Period will be a Level 1 Period or a Level 2 Period (i) in
         the case of the Applicable Margins, depending upon borrower's
         consolidated Leverage Ratio for the most recent fiscal quarter period
         ending prior to the first day of such Pricing Period; and (ii) in the
         case of the Commitment Fee Percentage, depending upon Borrower's
         consolidated Leverage Ratio for the most recent fiscal quarter period
         ending prior to the first day of such Pricing Period as follows:

                  (a)      If, during any Pricing Period, Borrower's
         consolidated Leverage Ratio is less than or equal to .650 to 1:00,
         Borrower's pricing with respect to the Applicable Margin will be a
         Level 1 Period.

                  (b)      If, during any Pricing Period, Borrower's
         consolidated Leverage Ratio is greater than .650 to 1:00, Borrower's
         pricing with respect to the Applicable Margin will be a Level 2 Period.

<PAGE>
                                SCHEDULE 4.01(P)

                                  SUBSIDIARIES


Indus Group North America, Inc.

Indus Foreign Sales Corporation

Indus UK, Inc.

Indus International, Ltd.

Indus International, S.A.

Indus International Pty Ltd.

Indus International Software Pte. Ltd.

Indus International Canada, Inc.