SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


             This Sixth Amendment to Loan  and Security Agreement is dated as
   of October 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.   The definitions for the defined terms "Default," "Minimum"
   and "Target" levels of Consolidated adjusted Net Earnings From Operations
   are amended and restated as follows:

             "Default," "Minimum" and "Target" levels of Consolidated
        Adjusted Net Earnings From Operations shall be determined in
        accordance with the following table, for the periods set forth
        therein, as follows:

                                            Consolidated Adjusted
               Period                   Net Earnings From Operations

    Four fiscal quarters
    ending:                         Default        Minimum        Target

    August 31, 1996                ($175,000)    $  500,000    $  700,000

    November 30, 1996              ($100,000)    $  550,000    $  750,000

    February 28, 1997               $100,000     $  600,000    $  800,000

    May 31, 1997                    $400,000     $  600,000    $  800,000

    each quarter end thereafter     $800,000     $1,000,000    $1,250,000

        As used herein, amounts within parentheses are negative numbers.

             3.   Section 2(a) of the Loan Agreement is amended by deleting
   "$3,000,000" appearing therein and inserting "$5,000,000" in its place.

             4.   This Sixth Amendment shall be effective upon the execution
   of this Sixth Amendment, as well as the Amended and Restated Note A of
   even date herewith in the amount of $5,000,000, a copy of which is
   attached hereto as Exhibit A Thereafter, such note shall become Exhibit A
   to the Loan Agreement.

             5.   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 May 31, 1996,
   been any material adverse change in the financial condition or business
   prospects of the Debtors.

             6.   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:  October 31, 1996                              Executed at         
   Stated Principal:  $5,000,000                         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
   ad assigns (the "Secured Party") at its Milwaukee office at 111 East
   Wisconsin Avenue, Milwaukee, Wisconsin 53202, the principal sum of Five
   Million Dollars ($5,000,000) or the aggregate unpaid principal amount of
   all advances made by the Secured Party hereunder pursuant to the Loan 
   Agreement hereinafter referred to ad 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.

             All 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 ban and Security Agreement dated as of April 23,993, by the Second
   Amendment to ban 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, by Fifth
   Amendment to Loan and Security Agreement dated May 31, 1996 and by Sixth
   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 31, 1996 in the
   original principal amount of $3,000,000, and does not constitute repayment
   of such Note.

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

   By:                              
                                        By:                                
   Attest:                          
                                        Attest:                            
        EFFECTIVE MANAGEMENT
        SYSTEMS OF MICHIGAN, INC.            EFFECTIVE MANAGEMENT
                                             SYSTEMS OF ILLINOIS, INC.

   By:                              
                                        By:                                
   Attest:                          
                                        Attest:                            
        EMS-EAST, INC.


   By:                              
   Attest: