<PAGE>
                                       
                EXHIBIT 10(u) TO SYMIX SYSTEMS, INC. 1998 FORM 10-K

                      THIRD AMENDMENT TO LOAN AGREEMENT AMONG
                SYMIX SYSTEMS, INC. and SYMIX COMPUTER SYSTEMS, INC.
                                       AND
                                   BANK ONE, NA
                             DATED AS OF MAY 20, 1996

     THIS THIRD AMENDMENT ("Third Amendment") is dated as of June 1, 1998, 
between SYMIX SYSTEMS, INC., an Ohio corporation ("SSI") and SYMIX COMPUTER 
SYSTEMS, INC., an Ohio corporation ("SCSI" and, collectively with SSI, the 
"Companies") and BANK ONE, NA, a national association ("Bank One").

                                    WITNESSETH:

     WHEREAS, the Companies and Bank One, parties to that certain Loan 
Agreement dated as of May 20, 1996, amended by First Amendment dated as of 
August 13, 1997 and further amended by Second Amendment dated as of March 4, 
1998 (the "Agreement"), have agreed to amend the Agreement on the terms and 
conditions hereinafter set forth.  Terms not otherwise defined herein are 
used as defined in the Agreement as amended hereby.

     NOW, THEREFORE, the Companies and Bank One hereby agree as follows:

     SECTION 1.  AMENDMENT OF THE AGREEMENT.  The Agreement is, effective the 
date hereof, hereby amended as follows:

          1.1.   Section 1.1.1 shall be amended and restated in its entirety 
as follows:

                 1.1.1.  AMOUNT.  Bank One hereby agrees to lend the 
                 Borrowers the maximum aggregate amount of Fifteen Million 
                 Dollars ($15,000,000) in the form of revolving credit loans 
                 under the Revolving Credit Notes in the maximum collective 
                 amount of Fifteen Million Dollars ($15,000,000), minus the 
                 drawn or undrawn principal amount of any letter of credit or 
                 other independent undertaking issued by Bank One for the 
                 account of the Borrowers (the "Credit Commitment").

          1.2.   Section 1.1.2 shall be amended and restated in its entirety as
follows:

                 1.1.2.  DISBURSEMENTS.  The Companies shall execute and 
                 deliver to Bank One the amended and restated revolving 
                 credit note in the form of Exhibit A-4 attached hereto (the 
                 "$13,000,000 Revolving Credit Note") and the Borrowers shall 
                 execute and deliver to Bank One the revolving credit note in 
                 the form of Exhibit A-5 attached hereto (the "$2,000,000 
                 Revolving Credit Note" and, collectively with the 
                 $13,000,000 Revolving Credit Note, the "Revolving Credit 
                 Notes").  Bank One may make disbursements to the Borrowers 

                                       33
<PAGE>


                 from time to time in principal amounts at any one time 
                 outstanding up to an amount that equals the lesser of (a) 
                 the Credit Commitment or (b) the Borrowing Base.  Subject to 
                 the terms and conditions of the Agreement, the Borrowers may 
                 borrow, repay and reborrow loans under the Revolving Credit 
                 Notes from Bank One at any time or from time to time, 
                 without penalty, from the date of the Agreement until the 
                 earlier of (a) March 31, 2001 or (b) the date amounts owing 
                 hereunder or under the Revolving Credit Notes become due and 
                 payable, whether through acceleration or any other cause.

          1.3.   In Section 1.1.4(a) and (b) and in Section 1.2.4(a) and (b),
the word "month" shall be deleted and the word "quarter" shall be inserted in
its place each time it is used.  In addition, throughout Section 1.1.4, the
words "October 31, 1999" shall be deleted and the words "March 31, 2001" shall
be inserted in their place.

          1.4.   In Section 1.1.4(b), the words "two hundred (200) basis
points" shall be deleted and the words "one hundred seventy-five (175) basis
points" shall be inserted in their place.

          1.5.   Section 1.1.4(c) shall be amended and restated in its entirety
as follows:

                 LEVERAGE BASED PRICING.  If, at the end of any calendar 
                 quarter, the Leverage Ratio is less than or equal to 1.5 to 
                 1.0 and greater than 1.0 to 1.0, the interest rate for the 
                 succeeding calendar quarter shall be adjusted to, as 
                 appropriate, either the Prime Rate minus one-eighth of one 
                 percent (0.125%) or one hundred fifty (150) basis points in 
                 excess of the Benchmark Rate.  If, at the end of any 
                 calendar quarter, the Leverage Ratio is less than or equal 
                 to 1.0 to 1.0, the interest rate for the succeeding calendar 
                 quarter shall be adjusted to, as appropriate, either the 
                 Prime Rate minus one-fourth of one percent (0.250%) or one 
                 hundred twenty-five (125) basis points in excess of the 
                 Benchmark Rate.

          1.6.   In Section 1.1.5, the fraction "three-eighths percent (3/8%)"
shall be deleted and replaced with "one-fourth percent (1/4%)" and the words
"payable quarterly commencing on June 29, 1996" shall be deleted and the words
"payable monthly commencing on June 30, 1998" shall be inserted in their place.
In addition, the following shall be added at the end of the first sentence of
Section 1.1.5: "; PROVIDED, HOWEVER, THAT THE facility fee rate shall be reduced
from one-quarter percent (1/4%) to one-eighth percent (1/8%) if the Companies
usage of the Revolving Credit Note averages more than $7,500,000 for each day
during the month."

          1.7.   Section 1.2 shall be deleted in its entirety.

          1.8.   In Section 4.1, the words "Audited Consolidated Financial
Statements" shall be deleted and the words "Audited Consolidated and
Consolidating Financial Statements" shall be inserted in their place.

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<PAGE>

          1.9.   In Section 4.2, the words "Consolidated Financial Statements"
shall be deleted and the words "Consolidated and Consolidating Financial
Statements" shall be inserted in their place.

          1.10.  The following shall be added to the end of Section 4.3:

                 The Chief Financial Officer of SSI shall deliver the 
                 Covenant Compliance Certificate to Bank One (in the form 
                 attached hereto as Exhibit 4.3) within 30 days of the end of 
                 each fiscal quarter.

          1.11.  A new Section 4.18 shall be added to the Agreement as follows:

                 4.18.   ACCOUNTS RECEIVABLE REPORTING.  SCSI will furnish to 
                 Bank One as soon as practicable after the end of each 
                 calendar month, and in any event within 10 days thereafter, 
                 a summary Accounts aging report in a format acceptable to 
                 Bank One and a Borrowing Base Certificate for such month.  
                 From time to time, SCSI shall be required to deliver 
                 detailed aging schedules, trial balances, test verifications 
                 of Accounts and other reports reasonably requested by Bank 
                 One.

          1.12.  A new Section 4.19 shall be added to the Agreement as follows:

                 4.19.   RETENTION OF CERTAIN OFFICERS.  The Companies shall 
                 retain the services of Stephen A. Sasser and Lawrence W. 
                 DeLeon, or persons of similar experience and reputation to 
                 serve in such office.

          1.13.  A new Section 4.20 shall be added to the Agreement as follows:

                 4.20.   PLEDGE OF INTERCOMPANY NOTE.  The Companies shall 
                 cause all the Non-Obligor Subsidiaries to execute an 
                 intercompany promissory note that evidences all borrowings 
                 the Non-Obligor Subsidiaries make from the Companies of 
                 funds borrowed under the $13,000,000 Revolving Credit Note, 
                 and the Companies shall deliver such intercompany promissory 
                 note to Bank One as security for the amounts due hereunder 
                 and under the Revolving Credit Notes.

          1.14.  Section 5.1 shall be amended and restated in its entirety as
follows:

           5.1.  ENCUMBERING ASSETS.  Companies and Subsidiaries shall not 
                 create, incur, assume or permit to continue any mortgage, 
                 pledge, encumbrance, lien or charge of any kind upon or 
                 security interest in any of their or any Subsidiary's 
                 property or assets, whether now owned or hereafter acquired, 
                 except (i) the Pledge Agreement contemplated hereby (as set 
                 forth in Section 6.4 of the Third Amendment to Loan 
                 Agreement dated June 1, 1998), 

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<PAGE>

                 (ii) purchase money liens for fixed assets not to exceed an 
                 aggregate amount of Three Million Dollars ($3,000,000), and 
                 (ii) Permitted Liens as defined herein.  Companies and 
                 Subsidiaries shall not grant a "negative pledge" of assets, 
                 exemplified by the preceding sentence, to any Person other 
                 than Bank One.

          1.15.  Section 5.2 shall be amended and restated in its entirety as
follows:

                 5.2.    INCURRING OTHER DEBT.  Companies and Subsidiaries 
                 shall not create, incur, assume or suffer to exist any 
                 Funded Debt or Current Debt except: (1) debt represented by 
                 the Notes; (2) other indebtedness to Bank One; (3) purchase 
                 money debt for fixed assets or Seller financing of 
                 acquisitions which shall not exceed an aggregate amount of 
                 Three Million Dollars ($3,000,000); and (4) unsecured 
                 indebtedness to trade creditors arising out of the ordinary 
                 course of Companies' and Subsidiaries' business.

          1.16.  Section 5.9 shall be amended and restated in its entirety as
follows:

                 5.9.    AMOUNT OF CONSOLIDATED TANGIBLE NET WORTH. Companies 
                 shall not permit Consolidated Tangible Net Worth to be less 
                 than:

                 (a)     $11,500,000 from the date of the Third Amendment
                         until June 29, 1998;

                 (b)     $13,500,000 from June 30, 1998 until June 29,
                         1999;

                 (c)     $17,500,000 from June 30, 1999 until June 29,
                         2000; and

                 (d)     $20,000,000 from and after June 30, 2000.

          1.17.  Section 5.10 shall be amended and restated in its entirety as
follows:

                 5.10.   LEVERAGE RATIO.  Companies shall not permit the
                 Consolidated Leverage Ratio to exceed the ratio of:

                 (a)     3.00 to 1.00 from the date of the Third Amendment
                         to June 29, 1998;

                 (b)     2.50 to 1.00 from June 30, 1998 until June 29,
                         1999; and

                 (c)     2.00 to 1.00 from June 30, 1999 and thereafter.

          1.18.  Section 5.12 shall be amended and restated in its entirety as
follows:

                 5.12.   CURRENT RATIO.  Companies shall not permit the
                 Consolidated Current Ratio to be less than:

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<PAGE>

                 (a)     1.25 to 1.00 from the date of the Third Amendment
                         until December 31, 1998; and

                 (b)     1.50 to 1.00 thereafter.

          1.19   A new Section 5.13 shall be added to the Agreement as follows:

                 5.13.   FUNDING.  The Companies shall not use the proceeds 
                 of the Revolving Credit Notes to fund any Non-Obligor 
                 Subsidiary acquisitions or non-operational purposes or 
                 obligations other than operating cash flow of such 
                 Non-Obligor Subsidiary.

          1.20.  A new Section 5.14 shall be added to the Agreement as follows:

                 5.14.   ROYALTY AGREEMENTS.  The form of royalty agreement 
                 in place between the Companies and each of the Subsidiaries 
                 is attached hereto as Exhibit 5.14.  The Companies shall not 
                 materially change, amend or modify this royalty agreement or 
                 any term thereof without the prior written consent of Bank 
                 One.  After the occurrence of an Event of Default hereunder, 
                 the Companies shall enforce each royalty agreement to 
                 require payment to be made by each Subsidiary, as long as 
                 the Subsidiary has positive net worth, calculated without 
                 intercompany liabilities.

          1.21.  In Section 8, the definition of "Current Assets," "Current
Liabilities", "Debt Service Coverage Ratio", "Guarantors" and "Revolving Credit
Note" shall be amended and restated in its entirety as follows:

                 "Current Assets" and "Current Liabilities" shall mean the 
                 current assets and current liabilities of the companies, all 
                 determined in accordance with generally accepted accounting 
                 principles applied on a consistent basis; PROVIDED, HOWEVER, 
                 that "Current Assets" shall exclude all prepaid items and 
                 "Current Liabilities" shall include all deferred revenue and 
                 the current portion of deferred taxes.

                 "Debt Service Coverage Ratio" shall mean the ratio of (a) 
                 net income after tax plus depreciation and amortization plus 
                 interest expense minus capitalized software minus capital 
                 expenditures to (b) current maturities of long term debt 
                 plus interest expense, all determined in accordance with 
                 generally accepted accounting principles applied on a 
                 consistent basis. The current maturities of long term debt 
                 under the Revolving Credit Note shall be determined on a pro 
                 forma basis assuming that the then-current principal balance 
                 of the Revolving Credit Note would be amortized, on a 
                 straight line basis, over 60 months.

                                       37
<PAGE>

                 "Guarantors" shall mean Pritsker Corporation, Symix Computer 
                 Systems (Canada), Inc., Symix (UK) Ltd., Symix Computer 
                 Systems (UK) Ltd., Symix Systems B.V. and Symix Computer 
                 Systems (Mexico) S. De R.L. De C.V.

                 "Revolving Credit Notes" is defined in Section 1.1.2.

          1.22.  The following definitions shall be added to Section 8:

                 "Account" means and includes all accounts (whether or not 
                 earned by performance), contract rights, chattel paper, 
                 instruments, documents, general intangibles (including, 
                 without limitation, tax refunds and tax refund claims) and 
                 all other forms of obligations owing to either of the 
                 Companies, whether secured or unsecured, whether now 
                 existing or hereafter created, by account debtors whose 
                 principal place of business is the United States of America, 
                 and all guaranties and other security therefor, all 
                 merchandise returned to or repossessed by either of the 
                 Companies, and all rights of stoppage in transit and all 
                 other rights and remedies of an unpaid vendor, lienor or 
                 secured party.

                 "Borrowers" means the Companies, Symix Systems Ontario, 
                 Inc., an Ontario corporation and Visual Applications 
                 Software, Inc., an Ontario corporation.

                 "Borrowing Base" means the Net Value of Eligible Accounts.

                 "Borrowing Base Certificate" means a certificate, in the 
                 form required by Bank One, signed by a duly authorized 
                 officer of the Companies, that computes the Borrowing Base, 
                 together with any memo of returns and credits, remittance 
                 report, schedule of Accounts and such other supporting 
                 documents and materials which Bank One, in its sole 
                 discretion, may require to be delivered with such 
                 certificate.

                 "Eligible Account" means each Account of SCSI which, at the 
                 time of determination, meets all the following 
                 qualifications: (a) SCSI has lawful and absolute title to 
                 such Account, and such Account is not subject to any lien 
                 charge or encumbrance ("Lien") whatsoever; (b) SCSI has the 
                 full unqualified right to grant a Lien in such Account to 
                 Bank One; (c) the Account is evidenced by an invoice issued 
                 to the proper account debtor (a "Customer") and is not 
                 evidenced by any instrument or chattel paper; (d) the 
                 Account arose from the sale of goods or services by SCSI in 
                 the ordinary course of business, which goods or services 
                 have been shipped or delivered to the Customer under such 
                 Account; and such sale was an absolute sale and not on 
                 consignment, approval or a sale-and-return basis;

                                       38
<PAGE>

                 (e) no notice of the bankruptcy, receivership, 
                 reorganization or insolvency of the Customer has been 
                 received by SCSI; (f) the Account is a valid, legally 
                 enforceable obligation of the Customer, and is not subject 
                 to any dispute, offset, counterclaim, or other defense on 
                 the part of such Customer; (g) the terms of the Account 
                 require payment no more than 120 days from the date an 
                 invoice is issued and the Account is less than 121 days past 
                 due; (h) the Customer on the Account is not (1) the United 
                 States of America or any foreign government, or any 
                 department, agency or instrumentality thereof (unless SCSI 
                 and Bank One shall have fully complied with the Assignment 
                 of Claims Act of 1940, as amended, or any other applicable 
                 law governing government Accounts, with respect to such 
                 Account), (2) SCSI, or any affiliated company or Subsidiary, 
                 (3) located outside the United States, or (4) indebted to 
                 SCSI in an amount, which when added to all other amounts 
                 then owed to SCSI by any affiliate of such Customer, exceeds 
                 50% of the amount of all then outstanding Eligible Accounts; 
                 (i) SCSI is not indebted to the Customer on the Account (or 
                 any affiliate of such Customer) for any goods provided or 
                 services rendered to SCSI; (j) the Account is not owing by 
                 any Customer with 50% or more of the value of its 
                 outstanding Accounts not qualifying as Eligible Accounts; 
                 (k) the Account is an Account representing all or part of 
                 the sales price of merchandise, insurance and service within 
                 the meaning of Section 3(c)(5) of the Investment Company Act 
                 of 1940, as amended; (l) a purchase of the Account would 
                 constitute a "current transaction" within the meaning of 
                 Section 3(a)(3) of the Securities Act of 1933, as amended; 
                 and (m) the Account is denominated and payable only in 
                 United States dollars in the United States.

                 "Net Value of Eligible Accounts" means (a) 85% of the lower 
                 of the book value or collectible value of Eligible Accounts, 
                 as reflected in the Borrower's books in accordance with 
                 GAAP, net of all credits, discounts and allowances 
                 (including all unissued credits in the form of a competitive 
                 allowance or otherwise).

                 "Non-Obligor Subsidiary" means Symix Asia Company Ltd., 
                 Symix Computer Systems (Hong Kong) Ltd., Symix Computer 
                 Systems (Singapore) Pte. Ltd., Symix Computer Systems 
                 (Australia) Pty. Ltd., Symix Computer Systems (Malaysia) Sdn 
                 Bhd., Symix New Zealand, Ltd., Symix Italia, S.p.A. and any 
                 other Subsidiary created after January 31, 1998 that does 
                 not have a tangible net worth in excess of $250,000.

                                       39
<PAGE>

     SECTION 2.  GOVERNING LAW.  This Third Amendment shall be governed by 
and construed in accordance with the laws of the State of Ohio.

     SECTION 3.  COSTS AND EXPENSES.  All fees, costs or expenses, including 
reasonable fees and expenses of outside legal counsel, incurred by Bank One 
in connection with either the preparation, administration, amendment, 
modification or enforcement of this Third Amendment shall be paid by the 
Companies on request, PROVIDED, HOWEVER, that Bank One and its outside legal 
counsel will provide the Companies good faith estimates of the cost of legal 
services in connection with the amendment or modification of this Third 
Amendment.

     SECTION 4.  COUNTERPARTS.  This Third Amendment may be executed in any 
number of counterparts and by different parties hereto in separate 
counterparts, each of which when so executed shall be deemed to be an 
original and all of which when taken together shall constitute one and the 
same agreement.

     SECTION 5.  CONFESSION OF JUDGMENT.  Each Company hereby authorizes any 
attorney at law to appear for the Company, in an action on this Third 
Amendment, at any time after the same becomes due, as herein provided, in any 
court of record in or of the State of Ohio, or elsewhere, to waive the 
issuing and service of process against the Company and to confess judgment in 
favor of the holder of this Third Amendment or the party entitled to the 
benefits of this Third Amendment against the Company for the amount that may 
be due, with interest at the rate herein mentioned and costs of suit, and to 
waive and release all errors in said proceedings and judgment, and all 
petitions in error, and right of appeal from the judgment rendered.  No 
judgment against one Company shall preclude Bank One from taking a confessed 
judgment against the other Company.

     SECTION 6.  CONDITIONS PRECEDENT.  Simultaneously with the execution 
hereof, Bank One shall receive all of the following, each dated the date 
hereof, in form and substance satisfactory to Bank One:

          6.1.   Certified copies of (a) the resolutions of the board of 
directors of each Company evidencing authorization of the execution, 
delivery, and performance of this Third Amendment, the Revolving Credit Note, 
the other documents set forth in this Section 6 and such other instruments 
and agreements contemplated thereby; and (b) all documents evidencing other 
necessary corporate action and governmental approvals, if any, with respect 
to this Third Amendment or the transactions contemplated hereby.

          6.2.   The $13,000,000 Revolving Credit Note, and the $2,000,000 
Revolving Credit Note, each dated as of the date hereof, issued by the 
Companies and the Borrowers, respectively.

          6.3.   Consents of each of the Guarantors accompanied by (a) 
certified copies of  the resolutions of each Guarantor's board of directors 
evidencing the authorization of the execution, delivery and performance of 
such consent and (b) an incumbency certificate of such Guarantor.

                                       40
<PAGE>

          6.4.   The Pledge Agreement between the Companies and Bank One,  
dated as of the date hereof.

          6.5.   The Assignment of Intercompany Note, dated as of the date 
hereof.

          6.6.   A closing fee in the amount of $37,500.

          6.7.   Such other documents as Bank One may, in its reasonable 
discretion, so require.

     SECTION 7.  BANK ONE CONSENT.  Bank One hereby consents to the Companies 
entering into the Agreement with Mitsui dated June 5, 1998.

     SECTION 8.  REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES; NO 
DEFAULTS. The Companies hereby expressly acknowledge and confirm that the 
representations and warranties of the Company set forth in Section 3 of the 
Agreement are true and accurate on this date with the same effect as if made 
on and as of this date; that no financial condition or circumstance exists 
which would inevitably result in the occurrence of an Event of Default under 
Section 6 of the Agreement; and that no event has occurred or no condition 
exists which constitutes, or with the running of time or the giving of notice 
would constitute an Event of Default under Section 6 of the Agreement.

     SECTION 9.  REAFFIRMATION OF DOCUMENTS.  Except as herein expressly 
modified, the parties hereto ratify and confirm all of the terms, conditions, 
warranties and covenants of the Agreement, and all security agreements, 
pledge agreements, mortgage deeds, assignments, subordination agreements, or 
other instruments or documents executed in connection with the Agreement, 
including provisions for the payment of the Notes pursuant to the terms of 
the Agreement. This Third Amendment does not constitute the extinguishment of 
any obligation or indebtedness previously incurred, nor does it in any manner 
affect or impair any security interest granted to Bank One, all of such 
security interests to be continued in full force and effect until the 
indebtedness described herein is fully satisfied.

     The Companies have executed this Third Amendment as of the date first 
above written.

SYMIX SYSTEMS, INC.                      SYMIX COMPUTER SYSTEMS, INC.



By /s/ Lawrence W. DeLeon               By: /s/ Lawrence W. DeLeon
  ----------------------------------      ------------------------------------
Name: Lawrence W. DeLeon                Name:  Lawrence W. DeLeon
Its:  Vice President, Chief Financial   Its:   Vice President, Chief 
      Officer and Secretary                    Financial Officer and Secretary

-------------------------------------------------------------------------------
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE 
-------------------------------------------------------------------------------

                                       41
<PAGE>

-------------------------------------------------------------------------------
AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN 
AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE 
USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE 
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO 
COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.
-------------------------------------------------------------------------------

BANK ONE, NA


By: /s/ Kimberley C. Currie
   --------------------------------------
Name:   Kimberley C. Currie
Its:    Vice President


                                       42
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                                  Exhibit A-4

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE


-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$13,000,000                                                      Columbus, Ohio
                                                                   June 1, 1998
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

     On or before March 31, 2001, for value received, the undersigned, SYMIX 
SYSTEMS, INC., an Ohio corporation and SYMIX COMPUTER SYSTEMS, INC., an Ohio 
corporation (individually, a "Company" and, collectively, the "Companies") 
hereby jointly and severally promise to pay to the order of Bank One, NA, a 
national association (the "Bank") or its assigns, as further provided herein, 
the principal amount of Thirteen Million Dollars ($13,000,000) or, if such 
principal is less, the aggregate unpaid principal amount of all loans made by 
the Bank to the Companies pursuant to the Credit Commitment under the 
Agreement referred to in Section 1 hereof, together with interest on the 
unpaid principal balance from time to time outstanding hereunder until paid 
in full at the rates determined in accordance with the provisions of Section 
1.1.4 of the Agreement, payable as set forth in the Agreement.  Both 
principal and interest are payable in federal funds or other immediately 
available money of the United States of America at the Main Office of the 
Bank, 100 East Broad Street, Columbus, Ohio 43271-0170.  This Amended and 
Restated Revolving Credit Note amends and restates in its entirety the 
Amended and Restated Revolving Credit Note issued to the Bank by the 
Companies dated March 4, 1998, the Amended and Restated Revolving Credit Note 
issued to the Bank by the Companies dated August 13, 1997 and the Revolving 
Credit Note issued to the Bank by the Companies dated May 20, 1996.

     SECTION 1.  LOAN AGREEMENT.  This Amended and Restated Revolving Credit 
Note is the $13,000,000 Revolving Credit Note referred to in the Loan 
Agreement dated as of May 20, 1996 as amended by First Amendment dated August 
13, 1997, Second Amendment dated March 4, 1998 and Third Amendment dated as 
of the date hereof (the "Agreement") between the Companies and the Bank, as 
the same may be amended, modified or supplemented from time to time, which 
Agreement, as amended, is incorporated by reference herein.  All capitalized 
terms used herein shall have the same meanings as are assigned to such terms 
in the Agreement. This Amended and Restated Revolving Credit Note is entitled 
to the benefits of and is subject to the terms, conditions and provisions of 
the Agreement.  The Agreement, among other things, contains provisions for 
acceleration of the maturity hereof upon the happening of certain stated 
events, and also for repayments and reborrowings on account of the principal 
hereof prior to maturity upon the terms, conditions and provisions specified.

     SECTION 2.  WAIVER OF PRESENTMENT.  The Companies hereby waive 
presentment, demand, notice, protest, notice of protest, notice of dishonor 
and all other demands and notices in connection with the delivery, 
acceptance, performance and enforcement of this Note.

     SECTION 3.  CONFESSION OF JUDGMENT.  The Companies hereby authorize any 
attorney at law to appear for the Companies, in an action on this Note, at 
any time after the same becomes 

                                       43
<PAGE>

due, as herein provided, in any court of record in or of the State of Ohio, 
or elsewhere, to waive the issuing and service of process against the 
Companies and to confess judgment in favor of the holder of this Note against 
the Companies for the amount that may be due, with interest at the rate 
herein mentioned and costs of suit, and to waive and release all errors in 
said proceedings and judgment, and all petitions in error, and right of 
appeal from the judgment rendered.  No judgment against one Company shall 
impair the Bank's right to receive a confession of judgment against the 
remaining Company.

     SECTION 4.  WAIVER OF JURY TRIAL.  THE BANK AND THE COMPANIES HEREBY 
VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY 
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR 
OTHERWISE, BETWEEN THE BANK AND THE COMPANIES ARISING OUT OF, IN CONNECTION 
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE 
COMPANIES AND THE BANK IN CONNECTION WITH ANY LOAN DOCUMENT EXECUTED OR 
DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS RELATED 
HERETO OR THERETO.  THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO 
ENTER INTO THE FINANCING TRANSACTIONS WITH COMPANIES.  IT SHALL NOT IN ANY 
WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE BANK'S ABILITY TO PURSUE ITS 
REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR 
COGNOVIT PROVISION CONTAINED HEREIN OR IN ANY OTHER DOCUMENT RELATED HERETO.

     SECTION 5.  NATURE OF OBLIGATIONS.  The obligations of the Companies 
hereunder (the "Obligations") are joint and several and a separate action or 
actions may be brought and prosecuted against either Company regardless of 
whether any action is brought against the other Company or whether the other 
Company is joined in any such action(s).  The Companies may be sued together 
or either of them may be sued separately without first, contemporaneously or 
subsequently, suing the other.  The Bank may compromise with either of the 
Companies for less than all of the amounts owing hereunder and under the Loan 
Documents and release either of the Companies from all further liability to 
the Bank for the amounts owing hereunder and under the Agreement all without 
impairing the rights of the Bank to demand and collect the balance of the 
amounts owing hereunder and under the Agreement from the other Company not so 
sued or released.  There shall be no duty or obligation of the Bank to 
exhaust any remedy in law or in equity against either Company before bringing 
suit or instituting proceedings of any kind against the other Company.  The 
Companies and all sureties, endorsers and guarantors of this Amended and 
Restated Revolving Credit Note (a) waive demand, presentment for payment, 
notice of nonpayment, protest, notice of protest and all other notices, 
filing of suit and diligence in collecting this Amended and Restated 
Revolving Credit Note, (b) agree to any release of any party primarily or 
secondarily liable thereon, and (c) consent to any extension or postponement 
of time of payment of this Amended and Restated Revolving Credit Note and to 
any other indulgence with respect hereto without notice thereof to any of 
them.

     The Obligations hereunder are irrevocable and may only be discharged by 
the full and timely payment of the amounts owing by the Companies hereunder 
and thereunder and will not be discharged, released, altered or modified by 
any other action or omission of any Person, on any 

                                       44
<PAGE>

one or more occasions, including, without limitation (a) the amendment, 
modification or waiver of the Agreement or any performance due hereunder or 
thereunder, (b) the impairment, grant, exchange, release, surrender or 
disposal of any collateral, (c) the release or discharge of a Company's 
Obligations, (d) the existence or assertion by either Company of any personal 
defense to its obligations including, without limitation, bankruptcy, (e) the 
exercise, pursuit or waiver of any right or remedy that the Bank may have at 
any time, (f) the Bank's failure to give notice to either Company of the 
occurrence of any default in the Company's performance hereunder or under the 
Agreement, (g) the taking or omission to take any action hereunder or under 
the Agreement, (h) the Bank's release or discharge of any guaranty or 
accommodation with respect to the Obligations, (i) the impossibility or 
illegality of performance by the Companies or (j) any change in the corporate 
organization of the Bank.

     If either Company at any time shall pay any sums on account of any 
Obligation or take any other action in performance of any Obligation, such 
Company shall be subrogated to the rights, powers, privileges and remedies of 
the Bank in respect of such Obligation; PROVIDED that all such rights of 
subrogation and all claims and indebtedness arising therefrom shall be, and 
the Company hereby agrees that the same are, and shall be at all times, in 
all respects subordinate and junior to the Banks claims for all the 
Obligations, and PROVIDED, FURTHER, that the Company hereby agrees that it 
shall not seek to exercise any such rights of subrogation, reimbursement, 
exoneration, or indemnity whatsoever or any rights of recourse to any 
security for any of the Obligations unless or until all the Obligations shall 
have been indefeasibly paid in full.  The waivers, representations, 
warranties, covenants and agreements contained in this paragraph are for the 
benefit of and may be enforced by the Bank and such Company and their 
respective successors and assigns, including without limitation any trustee 
in bankruptcy of such Company.

                                       45
<PAGE>

-------------------------------------------------------------------------------
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT 
TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU 
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT 
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER 
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE 
AGREEMENT, OR ANY OTHER CAUSE.
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
SYMIX SYSTEMS, INC.                       SYMIX COMPUTER SYSTEMS, INC.
<S>                                       <C>

By /s/ Lawrence W. DeLeon                 By: /s/ Lawrence W. DeLeon
  -------------------------------------      ----------------------------------
Name:  Lawrence W. DeLeon                    Name:  Lawrence W. DeLeon
Its:   Vice President, Chief Financial       Its:   Vice President, Chief 
       Officer and Secretary                        Financial Officer and Secretary
</TABLE>

                                       46
<PAGE>
                                       
                                   EXHIBIT A-5

                              REVOLVING CREDIT NOTE

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 $2,000,000                                                     Columbus, Ohio
                                                                  June 1, 1998
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

     On or before March 31, 2001, for value received, the undersigned, SYMIX 
SYSTEMS, INC., an Ohio corporation ("SSI"), SYMIX COMPUTER SYSTEMS, INC., an 
Ohio corporation ("SCSI"), SYMIX SYSTEMS ONTARIO, INC., an Ontario 
corporation ("SSO") and VISUAL APPLICATIONS SOFTWARE, INC., an Ontario 
corporation ("VAS") (individually, a "Borrower" and, collectively, the 
"Borrowers") hereby promise to pay to the order of Bank One, NA, a national 
association (the "Bank") or its assigns, as further provided herein, the 
principal amount of Two Million Dollars ($2,000,000) or, if such principal is 
less, the aggregate unpaid principal amount of all loans made by the Bank to 
the Borrowers pursuant to the Credit Commitment less any amounts loaned to 
SSI and SCSI (the "Companies") under the $13,000,000 Amended and Restated 
Revolving Credit Note dated as of the date hereof under the Agreement 
referred to in Section 1 hereof, together with interest on the unpaid 
principal balance from time to time outstanding hereunder until paid in full 
at the rates determined in accordance with the provisions of Section 1.1.4 of 
the Agreement, payable as set forth in the Agreement.  Both principal and 
interest are payable in federal funds or other immediately available money of 
the United States of America at the Main Office of the Bank, 100 East Broad 
Street, Columbus, Ohio 43271-0170.  Proceeds from borrowings under this Note 
are to be used solely to fund the operations of SS0 and VAS, whether borrowed 
by VAS, SSO or the Companies.

     SECTION 1.  LOAN AGREEMENT.  This Revolving Credit Note is the 
$2,000,000 Revolving Credit Note referred to in the Loan Agreement dated as 
of May 20, 1996 as amended by First Amendment dated August 13, 1997, Second 
Amendment dated March 4, 1998 and Third Amendment dated as of the date hereof 
(the "Agreement") between the Companies and the Bank, as the same may be 
amended, modified or supplemented from time to time, which Agreement, as 
amended, is incorporated by reference herein.  All capitalized terms used 
herein shall have the same meanings as are assigned to such terms in the 
Agreement.  This Revolving Credit Note is entitled to the benefits of and is 
subject to the terms, conditions and provisions of the Agreement.  The 
Agreement, among other things, contains provisions for acceleration of the 
maturity hereof upon the happening of certain stated events, and also for 
repayments and reborrowings on account of the principal hereof prior to 
maturity upon the terms, conditions and provisions specified.

     SECTION 2.  WAIVER OF PRESENTMENT.  The Borrowers hereby waive 
presentment, demand, notice, protest, notice of protest, notice of dishonor 
and all other demands and notices in connection with the delivery, 
acceptance, performance and enforcement of this Note.

     SECTION 3.  CONFESSION OF JUDGMENT.  The Borrowers hereby authorize any 
attorney at law to appear for the Borrowers, in an action on this Note, at 
any time after the same becomes due, as herein provided, in any court of 
record in or of the State of Ohio, or elsewhere, to waive 

                                       47
<PAGE>

the issuing and service of process against the Borrowers and to confess 
judgment in favor of the holder of this Note against the Borrowers for the 
amount that may be due, with interest at the rate herein mentioned and costs 
of suit, and to waive and release all errors in said proceedings and 
judgment, and all petitions in error, and right of appeal from the judgment 
rendered.  No judgment against one Borrower shall impair the Bank's right to 
receive a confession of judgment against any of the remaining Borrowers.

     SECTION 4.  WAIVER OF JURY TRIAL.  THE BANK AND THE COMPANIES HEREBY 
VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY 
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR 
OTHERWISE, BETWEEN THE BANK AND THE COMPANIES ARISING OUT OF, IN CONNECTION 
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE 
COMPANIES AND THE BANK IN CONNECTION WITH ANY LOAN DOCUMENT EXECUTED OR 
DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS RELATED 
HERETO OR THERETO.  THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO 
ENTER INTO THE FINANCING TRANSACTIONS WITH COMPANIES.  IT SHALL NOT IN ANY 
WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE BANK'S ABILITY TO PURSUE ITS 
REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR 
COGNOVIT PROVISION CONTAINED HEREIN OR IN ANY OTHER DOCUMENT RELATED HERETO.

     SECTION 5.  NATURE OF OBLIGATIONS.  The obligations of the Borrowers 
hereunder (the "Obligations") are joint and several and a separate action or 
actions may be brought and prosecuted against any Borrower regardless of 
whether any action is brought against any other Borrower or whether the other 
Borrower is joined in any such action(s).  The Borrowers may be sued together 
or either of them may be sued separately without first, contemporaneously or 
subsequently, suing the other.  The Bank may compromise with any of the 
Borrowers for less than all of the amounts owing hereunder and under the Loan 
Documents and release any of the Borrowers from all further liability to the 
Bank for the amounts owing hereunder and under the Agreement all without 
impairing the rights of the Bank to demand and collect the balance of the 
amounts owing hereunder and under the Agreement from any other Borrower not 
so sued or released.  There shall be no duty or obligation of the Bank to 
exhaust any remedy in law or in equity against any Borrower before bringing 
suit or instituting proceedings of any kind against any other Borrower.  The 
Borrowers and all sureties, endorsers and guarantors of this Revolving Credit 
Note (a) waive demand, presentment for payment, notice of nonpayment, 
protest, notice of protest and all other notices, filing of suit and 
diligence in collecting this Revolving Credit Note, (b) agree to any release 
of any party primarily or secondarily liable thereon, and (c) consent to any 
extension or postponement of time of payment of this Revolving Credit Note 
and to any other indulgence with respect hereto without notice thereof to any 
of them.

     The Obligations hereunder are irrevocable and may only be discharged by 
the full and timely payment of the amounts owing by the Borrowers hereunder 
and thereunder and will not be discharged, released, altered or modified by 
any other action or omission of any Person, on any one or more occasions, 
including, without limitation (a) the amendment, modification or waiver of 
the Agreement or any performance due hereunder or thereunder, (b) the 
impairment, grant,

                                       48
<PAGE>

exchange, release, surrender or disposal of any collateral, (c) the release 
or discharge of a Borrower's Obligations, (d) the existence or assertion by 
any Borrower of any personal defense to its obligations including, without 
limitation, bankruptcy, (e) the exercise, pursuit or waiver of any right or 
remedy that the Bank may have at any time, (f) the Bank's failure to give 
notice to any Borrower of the occurrence of any default in any Borrower's 
performance hereunder or under the Agreement, (g) the taking or omission to 
take any action hereunder or under the Agreement, (h) the Bank's release or 
discharge of any guaranty or accommodation with respect to the Obligations, 
(i) the impossibility or illegality of performance by the Borrowers or (j) 
any change in the corporate organization of the Bank.

     If any Borrower at any time shall pay any sums on account of any 
Obligation or take any other action in performance of any Obligation, such 
Borrower shall be subrogated to the rights, powers, privileges and remedies 
of the Bank in respect of such Obligation; PROVIDED that all such rights of 
subrogation and all claims and indebtedness arising therefrom shall be, and 
the Borrower hereby agrees that the same are, and shall be at all times, in 
all respects subordinate and junior to the Banks claims for all the 
Obligations, and PROVIDED, FURTHER, that the Borrower hereby agrees that it 
shall not seek to exercise any such rights of subrogation, reimbursement, 
exoneration, or indemnity whatsoever or any rights of recourse to any 
security for any of the Obligations unless or until all the Obligations shall 
have been indefeasibly paid in full.  The waivers, representations, 
warranties, covenants and agreements contained in this paragraph are for the 
benefit of and may be enforced by the Bank and such Borrower and their 
respective successors and assigns, including without limitation any trustee 
in bankruptcy of such Borrower.

                                       49
<PAGE>

     The undersigned executed this Revolving Credit Note as of the day and 
year first set forth above.

<TABLE>
<CAPTION>
SYMIX SYSTEMS ONTARIO, INC.        VISUAL APPLICATIONS SOFTWARE, INC.
<S>                                <C>


  By                                       By:
    -------------------------------           ------------------------------
Name: Lawrence W. DeLeon                  Name:  Lawrence W. DeLeon
Its:  Vice President, Chief Financial     Its:   Vice President, Chief Financial
      Officer and Secretary                      Officer and Secretary
</TABLE>

-------------------------------------------------------------------------------
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT 
TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU 
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT 
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER 
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE 
AGREEMENT, OR ANY OTHER CAUSE.
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
SYMIX SYSTEMS, INC.                SYMIX COMPUTER SYSTEMS, INC.
<S>                                <C>


  By                                       By:
    -------------------------------           ------------------------------
Name: Lawrence W. DeLeon                  Name:  Lawrence W. DeLeon
Its:  Vice President, Chief Financial     Its:   Vice President, Chief Financial
      Officer and Secretary                      Officer and Secretary
</TABLE>

                                       50
<PAGE>
                                    Exhibit 4.3

                              [Compliance Certificate
                                     TO FOLLOW]

                                       51
<PAGE>

                                   Exhibit 5.14

                             [Form of Royalty Agreement
                                     TO FOLLOW]


                                       52