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                                                                   EXHIBIT 10.13

                              SECOND AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of August 1, 1998, 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)  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 (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 valuable 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 so 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 I 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.  AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of the
conditions set forth in Paragraph 4 below, the Credit Agreement is hereby
amended as follow:




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                  (a)      Paragraph 1.01 is amended by deleting in their
         entirety the definitions of "Commitment Reduction Date", "First
         Commitment Reduction Date" and "Second Commitment Reduction Date" set
         forth therein.

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

                           "Total Commitment" shall mean Thirty-Five Million
                  Dollars ($35,000,000) 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.

                  (c)      Subparagraph 2.01(a) is amended by changing the
         reference to "July 31, 1999" set forth therein "July 31, 2000".

                  (d)      Clause (i) of Subparagraph 2.01(e) is amended to read
         in its entirety as follows:

                           (i)      The initial and each subsequent Interest
                  Period selected by Borrower for a LIBOR Loan shall be one (1),
                  two (2), three (3), four (4), five (5), six (6), nine (9), or
                  twelve (12) months as Borrower may specify; provided, however,
                  that (A) any Interest Period which would otherwise end on a
                  day which is not a Business Day shall be extended to the next
                  succeeding Business Day unless such next Business Day falls in
                  another calendar month, in which case such Interest Period
                  shall end on the immediately preceding Business Day; (b) any
                  Interest Period which begins on the last Business Day of a
                  calendar month (or on a day for which there is no numerically
                  corresponding day in the calendar month at the end of such
                  Interest Period) shall end on the last Business Day of a
                  calendar month; and (C) no Interest Period shall end after the
                  Maturity Date.

                  (e)      Subparagraph 2.05(c) is hereby amended to read in its
         entirety as follows:

                           (c)      Mandatory Prepayments. If, at any time, the
                  Outstanding Facilities Credit exceeds the Total Commitment at
                  such time, Borrower shall immediately repay Loans in an
                  aggregate principal amount equal to such excess.

                  (f)      Subparagraph 2.13(a) is hereby amended to read in its
         entirety as follows:

                           (a)      Security Agreements, Etc. The Obligations
                  shall be secured by a Security Agreement in the form of
                  Exhibit E, duly executed by Borrower (the "Borrower Security
                  Agreement"); provided, however, that if during any fiscal
                  quarter after the Total Commitment has been reduced to
                  $30,000,000 or less, and Borrower maintains a Leverage Ratio
                  of less than 0.65/1.00, the security interests of Agent and
                  the Bank Parties created pursuant to the Borrower Security
                  Agreement shall be released and discharged and shall not be
                  reinstated.

                  (g)      Paragraph 4.01 is amended by adding a new
         Subparagraph 4.01(v) thereto immediately after Subparagraph (u) to read
         in its entirety as follows:


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                          (v)      Year 200 Compatibility. Borrower and its
                  Subsidiaries have reviewed the areas within their business
                  and operations which could be adversely affected by, and have
                  developed or are developing a program to address on a timely
                  basis, the "Year 2000 Problem" (that is, the risk that
                  computer applications used by Borrower and its Subsidiaries
                  may be unable to recognize and perform properly
                  date-sensitive functions involving certain dates prior to and
                  any date on or after December 31, 1999), and have made
                  related appropriate inquiry of material suppliers and
                  vendors. Based on such review and program, Borrower believes
                  that the "Year 2000 Problem" will not have a Material
                  Adverse Effect.

                  (h)     Clause (iv) of Subparagraph 5.01(a) is hereby amended
         to read in its entirety as follows:

                          (iv)     Contemporaneously with the quarterly and
                  year-end Financial Statements required by the foregoing
                  clauses (i) and (iii), a certificate of an executive officer
                  of Borrower in the form of Exhibit F, appropriately
                  completed, which states, inter alia, that the Year 2000
                  remediation efforts of Borrower and its Subsidiaries are
                  proceeding as scheduled and that, in the opinion of Borrower,
                  the Year 2000 Problem will not result in a Material Adverse
                  Effect, together with such financial computations as Agent
                  may reasonably request to determine compliance with the terms
                  of this Agreement (a "Compliance Certificate");

                  (i)     Clause (v) of Subparagraph 5.01(a) is hereby amended
         to read in its entirety as follows:

                          (v)     As soon as possible and in no event later
                  than five (5) Business Days after any officer of Borrower
                  knows of the occurrence or existence of (A) any Reportable
                  Event under any Employee Benefit Plan or Multiemployer Plan;
                  (B) any actual or threatened litigation, suits, claims or
                  disputes against Borrower or any of its Subsidiaries
                  involving potential monetary damages payable by Borrower or
                  its Subsidiaries of $1,000,000 or more (alone or in the
                  aggregate); (C) any event or condition which, in the opinion
                  of Borrower, materially adversely affects the Year 2000
                  remediation efforts of Borrower and its Subsidiaries, (D) any
                  other event or condition which is reasonably likely to have a
                  Material Adverse Effect; or (E) any Default; the statement of
                  the president or chief financial officer of Borrower setting
                  forth details of such event, condition or Default and the
                  action which Borrower proposes to take with respect thereto.

                  (j)     Paragraph 5.01 is amended by adding a new Subparagraph
         5.01(h) and a new Subparagraph 5.01(i) thereto immediately after
         Subparagraph 5.01(g) to read in their entirety as follows:

                  (h)     Year 2000 Compatibility. Each of Borrower and its
                  Subsidiaries shall take all acts reasonably necessary to
                  ensure that all software, hardware, firmware, equipment,
                  goods and systems utilized by or material to their business
                  operations of financial condition will properly perform date
                  sensitive functions before, during and after the year 2000.



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                           (i)      Secretary Certificate, Incumbency
                  Certificate.  No later than August 28, 1998, Borrower shall
                  furnish to Agent (and Agent shall promptly thereupon furnish
                  to each Bank) a certificate of the Secretary or an Assistant
                  Secretary of Borrower certifying (A) that attached thereto are
                  true and correct copies of resolutions duly adopted by the
                  Board of Directors of Borrower and continuing in effect, which
                  authorize the execution, delivery and performance by Borrower
                  of the Credit Agreement and the other Credit Documents (each
                  as amended, restated or otherwise modified from time to time)
                  executed or to be executed by Borrower and the consummation of
                  the transactions contemplated hereby or thereby; and (B) the
                  incumbency, signatures and authority of the officers of
                  Borrower authorized to execute, deliver and perform the Credit
                  Agreement and the other Credit Documents (each as amended,
                  restated or otherwise modified from time to time) and all
                  other documents, instruments or agreements related thereto
                  executed or to be executed by Borrower and indicating each
                  such officer which is an executive officer.

                  (k)      Schedule I is amended by changing the Proportionate
         Share of Sumitomo Bank of California set forth therein from "71.42857%"
         to "57.14290" and changing the Proportionate Share of Union Bank of
         California set forth therein from "28.57142%" to "42.85710%".

                  (l)      Schedule II is amended by changing paragraph 3 set
         forth in the "Explanation" section thereof to read in its entirety as
         follows:

                  Each Pricing Period thereafter 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 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 and the average Unused Commitment 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 1 Period.

                  (c)      If, during any Pricing Period, Borrower's
                           consolidated Leverage Ratio is less than or equal to
                           .650 to 1:00 and the average Unused Commitment for
                           the most recent fiscal quarter period ending prior to
                           the first day of such Pricing Period is less than or
                           equal to fifty percent (50%) of the Total Commitment,
                           Borrower's pricing with respect to the Commitment Fee
                           Percentage will be a Level 1 Period.


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                 (d)      If, during any Pricing Period, (i) Borrower's
                          consolidated Leverage Ratio is greater than .650
                          to 1:00, or (ii) Borrower's consolidated Leverage
                          Ratio is less than or equal to .650 to 1:00 but the
                          average Unused Commitment for the most recent fiscal
                          quarter period ending prior to the first day of such
                          Pricing Period is greater than fifty percent (50%) of
                          the Total Commitment, Borrower's pricing with respect
                          to the Commitment Fee Percentage will be a Level 2
                          Period.

                 (m)      Exhibit F is amended by adding a new subparagraph
        2(d) thereto immediately after subparagraph 2(c) thereof to read in its
        entirety as follows:

                 (d)      The Year 2000 remediation efforts of Borrower and its
                 Subsidiaries are proceeding as scheduled and, in the
                 reasonable opinion if Borrower, the Year 2000 Problem will not
                 result in a Material Adverse Effect, except as follows:

                         [State "None" or describe in detail any event or
                         condition in connection with the Year 2000 remediation
                         efforts which can not be performed and will result in a
                         Material Adverse Effect.]

         3.      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 amendments 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 respects.

                 (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.

(Without limiting the scope of the term "Credit Documents," Borrower expressly
acknowledges in making the representations and warranties set forth in this
Paragraph 3 that, on and after the date hereof, such term includes this
Amendment.)

         4.      Effective Date. The amendment effected by Paragraph 2 above
shall become effective on August 1, 1998 (the "Effective Date"), subject to
receipt by Agent and the Banks on or prior to the Effective Date of the
following, each in form and substance satisfactory to Agent, the Banks and their
respective counsel:

                 (a)     This Amendment duly executed by Borrower, each Bank
and Agent, and new Notes duly executed by Borrower and made payable to each
Bank in the amount of each Bank's new Commitment,

                 (b)     Such other evidence as Agent or any Bank may
reasonably request to establish the accuracy and completeness of the
representations and warranties and the




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         compliance with the terms and conditions contained in this Amendment
         and the other Credit Documents.

         5. Effect of this Amendment. On and after the Effective Date, each
reference in the Credit Agreement the Credit Agreement and the other Credit
Documents to the Credit Agreement shall mean the Credit Agreement as amended
hereby. Except as specifically amended above, (a) the Credit Agreement and the
other Credit Documents shall remain in full force and effect and are hereby
ratified and confirmed and (b) the execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power, or remedy of the Banks or Agent, nor constitute a waiver of
any provision of the Credit Agreement or any other Credit Document.

         6. Miscellaneous.

                  (a) Counterparts. This Amendment may be executed in any number
         of identical counterparts, any set of which signed by all the parties
         hereto shall be deemed to constitute a complete, executed original for
         all purposes.

                  (b) Headings. Headings in this Amendment are for convenience
         of reference only and are not part of the substance hereof.

                  (c) Governing Law. This Amendment shall be governed by and
         construed in accordance with the laws of the State of California
         without reference to conflicts of law rules.

                          [The signature page follows]




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         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/ Robert Felton
                                -------------------------------------
                                Name: Robert Felton
                                Title: Chairman and CEO


AGENT:                     SUMITOMO BANK OF CALIFORNIA

                           By:  /s/ Erik B. Jordan
                                -------------------------------------
                                Name:  Erik B. Jordan
                                Title: Vice President

                           By:  /s/ E. Clark Warden
                                -------------------------------------
                                Name:  E. Clark Warden
                                Title: Senior Vice President


LENDERS:                   SUMITOMO BANK OF CALIFORNIA

                           By:  /s/ Erik B. Jordan
                                -------------------------------------
                                Name:  Erik B. Jordan
                                Title: Vice President

                           By:  /s/ E. Clark Warden
                                -------------------------------------
                                Name:  E. Clark Warden
                                Title: Senior Vice President


                           UNION BANK OF CALIFORNIA, N.A.

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



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