FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT



              This Fifth Amendment to Loan and Security Agreement is dated as
   of May 31, 1996 by and between Bank One, Milwaukee, NA (the "Secured
   Party") and Effective Management Systems, Inc. ("EMS"), Effective
   Management Systems of Michigan, Inc., EMS-East, Inc., Intercim Corp. f/k/a
   EMS Acquisition Corp. and Effective Management Systems of Illinois, Inc.
   (collectively, the "Debtors").

              WHEREAS, the Secured Party and certain of the Debtors entered
   into a loan and security agreement dated as of April 23, 1993, which
   agreement has subsequently been amended (as amended, the "Loan
   Agreement"); and

              WHEREAS, the Secured Party and the Debtors desire to further
   amend the Loan  Agreement as hereinafter set forth.

              NOW, THEREFORE, the parties hereto agree as follows (all
   capitalized terms used but not defined herein shall have the meaning
   assigned in the Loan Agreement):

              1. The definition of "Note A" is amended and restated such that
   it shall mean Debtors' amended and restated Note A of even date herewith,
   a copy of which is attached as Exhibit A.

         2.  Section 7 (aa) of the Loan Agreement is amended and restated as
   follows:

                  (aa) Financial average. EMS shall maintain at all
             times a ratio of (i) its Consolidated liabilities
             (other than capital stock and surplus) as shown on its
             consolidated balance sheet in accordance with GAAP,
             and including as liabilities all reserves for
             contingencies and other potential liabilities and all
             liabilities of all foreign subsidiaries, to (ii) its
             Consolidated Adjusted Tangible Net Worth (including
             net capitalized software costs) of less than 1.50 to
             1.00.

         3.  Section 8(c) of the Loan Agreement is amended and restated as
   follows:

                  (c)  Capital Expenditures. Expend or contract to
             expend more than $5,750,000 in fiscal year 1996 and
             more than $6,000,000 in any fiscal year thereafter in
             the aggregate for all Debtors for the lease (other
             than operating leases), purchase or other acquisition
             of any capital asset, or for the lease (other than
             operating leases) of any other asset, whether payable
             currently or in the future.

         4.  Section 8(i) of the Loan Agreement is amended and restated as
   follows:

             (i)  Purchase stock or securities of, extend credit to
             (other than that expressly permitted in Section 8(l))
             or make investments in, become liable as surety for,
             or guarantee or endorse any obligation in excess of
             $25,000 of, any person, firm or corporation, except
             investments in direct obligations of the United States
             and commercial bank deposits with Secured Party,
             extensions of credit reflected by trade accounts
             receivables arising for goods sold by a Debtor in the
             ordinary course of its business, investments in EMS
             Asia Pacific Limited, a Hong Kong corporation, up to
             $25,000 in the aggregate and except acquisitions with
             a cash price and/or Subordinated Debt in the aggregate
             of less than $1,000,000, provided Debtors provide
             Secured Party, within 30 days of such acquisition, a
             certificate demonstrating that Debtors are not in
             breach of Section 7 (aa) of this Agreement after
             giving effect to such acquisition and using the most
             recent fiscal quarter-End financial statements.


         5.  Section 10 of the Loan Agreement is amended by deleting
   "February 27, 1997" appearing therein and inserting "February 28, 1998" in
   its place.

         6.  This Fifth Amendment shall be effective upon the execution of
   this Fifth Amendment, as well as the Amended and Restated Note A of even
   date herewith in the amount of $3,000,000, a copy of which is attached
   hereto as Exhibit A Thereafter, such note shall become Exhibit A to the
   Loan Agreement

         7.  The Debtors represent that all of the representations and
   warranties contained in the Loan Agreement are true and correct as of the
   date hereof, there is no event of default which has occurred and is
   continuing under the Loan Agreement and there has not, since January 26,
   1996, been any material adverse change in the financial condition or
   business prospects of the Debtors.

         8.  Except as specifically amended hereby, the Loan Agreement
   continues in full force and effect and all references therein or otherwise
   to the Loan Agreement shall mean the Loan Agreement as amended hereby.


                                             EFFECTIVE MANAGEMENT
    BANK ONE, MILWAUKEE, NA                  SYSTEMS, INC.



By: ___________________________         By:  _____________________________ 
    William E. Shaw, Vice President
                                             EFFECTIVE MANAGEMENT
                                             SYSTEMS OF MICHIGAN, INC.


                                        By:  _____________________________ 

                                             EMS-EAST, INC.


                                        By:  _____________________________ 

                                             INTERCIM CORP. f/k/a
                                             EMS ACQUISITION CORP.


                                        By:  _____________________________ 


                                             EFFECTIVE MANAGEMENT
                                             SYSTEMS OF ILLINOIS, INC.


                                        By:  _____________________________ 

   <PAGE>
                                    EXHIBIT A
                           AMENDED AND RESTATED NOTE A


   Dated: May 31, 1996                                 Executed at
   Stated Principal: $3,000,000                        Milwaukee, Wisconsin


              FOR VALUE RECEIVED, Effective Management Systems, Inc., a
   Wisconsin corporation, Effective Management Systems of Michigan, Inc., a
   Michigan corporation, EMS-East, Inc., a Massachusetts corporation,
   Intercim Corp. f/k/a EMS Acquisition Corp., a Minnesota corporation and
   Effective Management Systems of Illinois, Inc., an Illinois corporation
   (collectively, "Borrowers"), hereby promise to pay, jointly and severally,
   to the order of Bank One, Milwaukee, National Association, its successors
   and assigns (the "Secured Party") at its Milwaukee office at 111 East
   Wisconsin Avenue, Milwaukee, Wisconsin 53202, the principal sum of Three
   Million Dollars ($3,000,000) or the aggregate unpaid principal amount of
   all advances made by the Secured Party hereunder pursuant to the Loan
   Agreement hereinafter referred to and to pay interest from the date hereof
   on the unpaid balances hereof at the rate set forth in Section 2 of the
   Loan Agreement and to pay interest at a rate equal to 2.5% per annum above
   the Reference Rate (as defined in the Loan Agreement) after default or
   maturity. Any change in interest hereon shall be effective on the date of
   each such change in the Reference Rate. In the absence of a default,
   interest (computed on the basis of actual days elapsed and a year of 360
   days) for each calendar month shall be due and payable as of the first day
   of the next succeeding month, commencing on the first such date after the
   date hereof, and at Secured Party's sole discretion may be debited to
   Borrowers' loan account ledger for Credit Facility A (as defined in the
   Loan Agreement) or debited to any Borrowers commercial demand account
   maintained with Secured Party, and all principal and accrued but unpaid
   interest shall be due and payable upon termination of the Loan Agreement.

              AD payments received hereunder shall be applied first to
   interest accrued and unpaid to date of receipt and then to repay
   principal.

              No deferral of time of payment shall be valid unless the holder
   consents in writing and if such deferral is granted,the deferred balance
   including interest thereof at 2.5% in excess of the Reference Rate shall
   be an additional obligation under this Note. The undersigned and each
   endorser hereby waive presentment, protest, and notice of dishonor and
   give consent to the holder to extend time and to compound, release or
   delay enforcement of rights against the undersigned or the security.

              This Note is cross-defaulted and cross-collateralized with
   Borrowers' Amended and Restated Note B payable to Secured Party dated
   February 8, 1994.

              This Note is the Note A referred to in the Loan and Security
   Agreement dated as of November 9, 1992 as amended by the First Amendment
   to Loan and Security Agreement dated as of April 23, 1993, by the Second
   Amendment to Loan and Security Agreement dated February 8, 1994, by Third
   Amendment to Loan and Security Agreement dated May 11, 1995, by Fourth
   Amendment to Loan and Security Agreement dated January 26, 1996, and Fifth
   Amendment to Loan and Security Agreement of even date, between the
   undersigned, or some of the undersigned, and the Secured Party (as the
   same may be amended, modified, supplemented or restated from time to time,
   the "Loan Agreement"). This Note is secured by certain collateral referred
   to in the Loan Agreement:

              This Note is, in part, in substitution and replacement of the
   Amended and Restated Note A executed by the undersigned, or some of the
   undersigned, and delivered to Secured Party dated May 11, 1995 in the
   original principal amount of $3,000,000, and does not constitute repayment
   of such Note.


    EFFECTIVE MANAGEMENT                 INTERCIM CORP. f/k/a
    SYSTEMS, INC.                        EMS ACQUISITION CORP.


   By: __________________________        By: ____________________________

   Attest:_______________________        Attest:_________________________


    EFFECTIVE MANAGEMENT                 EFFECTIVE MANAGEMENT
    SYSTEMS OF MICHIGAN, INC.            SYSTEMS OF ILLINOIS, INC.


   By: __________________________        By: ____________________________

   Attest:_______________________        Attest:_________________________


    EMS-EAST INC.


   By: ___________________________

   Attest: _______________________