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                                                                Exhibit 10(s)


                               SIXTH AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

          SIXTH AMENDMENT dated as of September 10, 2002 (this "AMENDMENT") to
the LOAN AND SECURITY AGREEMENT dated as of July 17, 2001, as amended by the
First Amendment dated as of November 15, 2001, the Second Amendment dated as of
February 14, 2002, the Third Amendment dated as of May 13, 2002, the Fourth
Amendment dated as of July 9, 2002 and the Fifth Amendment dated as of July 15,
2002 (the "LOAN AGREEMENT"), between and among, on the one hand, the lenders
identified on the signature pages thereof (such lenders, together with their
respective successors and assigns, are referred to hereinafter each individually
as a "LENDER" and collectively as the "LENDERS"), FOOTHILL CAPITAL CORPORATION,
a California corporation, as the arranger and administrative agent for the
Lenders ("AGENT"), and, on the other hand, FRONTSTEP, INC., an Ohio corporation
("PARENT"), and each of the Parent's Subsidiaries identified on the signature
pages hereof (such Subsidiaries, together with Parent, are referred to
hereinafter each individually as a "BORROWER", and individually and
collectively, jointly and severally, as "BORROWERS").

          WHEREAS, the Borrowers have requested the Agent and the Lenders to
amend the Loan Agreement to, among other things, reset the Minimum EBITDA,
Tangible Net Worth and Leverage Ratio covenants set forth therein, and the
Agent, on behalf of the Lenders, has agreed to such request subject to the terms
and conditions hereof.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, agreements and conditions hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

          1. CAPITALIZED TERMS. All capitalized terms used in this Amendment
(including, without limitation, in the recitals hereto) and not otherwise
defined shall have their respective meanings set forth in the Loan Agreement.

          2. FINANCIAL COVENANTS. Section 7.20(a) of the Loan Agreement is
hereby amended by amending clauses (i), (ii) and (iii) thereof as follows:

          (a) MINIMUM EBITDA. Clause (i) of Section 7.20(a) is hereby amended in
its entirety to read as follows:

               "(i) MINIMUM EBITDA. Fail to maintain EBITDA, measured on a
     fiscal quarter-end basis, of not less than the required amount set forth in
     the following table for the applicable period set forth opposite thereto:

     ------------------------------------------------------------------------
            APPLICABLE AMOUNT                 APPLICABLE PERIOD
     ------------------------------------------------------------------------
                $354,000               For the 12 month period ending
                                                June 30, 2002
     ------------------------------------------------------------------------




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     ------------------------------------------------------------------------
            APPLICABLE AMOUNT                 APPLICABLE PERIOD
     ------------------------------------------------------------------------
               ($107,000)              For the 12 month period ending
                                             September 30, 2002
     ------------------------------------------------------------------------
               $4,175,000              For the 12 month period ending
                                              December 31, 2002
     ------------------------------------------------------------------------
               $6,493,000              For the 12 month period ending
                                               March 31, 2003
     ------------------------------------------------------------------------
               $6,974,000              For the 12 month period ending
                                                June 30, 2003
     ------------------------------------------------------------------------

     Borrowers' EBITDA for the 12 month period ending each quarter after June
     30, 2003 shall be determined based upon Borrowers' projected EBITDA for
     such period as set forth in the Projections delivered to Agent in
     accordance with Section 6.3(c), which Projections are in form and substance
     acceptable to Agent; provided, that if Agent and Borrowers cannot agree on
     the EBITDA covenant number based upon Borrowers' projected EBITDA, for
     purposes of this Section 7.20(a)(i), Borrowers' EBITDA for such 12 month
     period shall be determined by Agent in its Permitted Discretion and shall
     not be less than $6,974,000."

          (b) TANGIBLE NET WORTH. Clause (ii) of Section 7.20(a) is hereby
amended in its entirety to read as follows:

               "(ii) TANGIBLE NET WORTH. Fail to maintain Tangible Net Worth of
     at least the required amount set forth in the following table as of the
     applicable date set forth opposite thereto:

     -------------------------------------------------------------------------
                   APPLICABLE AMOUNT                  APPLICABLE DATE
     -------------------------------------------------------------------------
                      $5,335,000                       June 30, 2002
     -------------------------------------------------------------------------
                      $5,436,000                    September 30, 2002
     -------------------------------------------------------------------------
                      $5,715,000                     December 31, 2002
     -------------------------------------------------------------------------
                      $5,618,000                      March 31, 2003
     -------------------------------------------------------------------------
                      $5,918,000                       June 30, 2003
     -------------------------------------------------------------------------

     Borrowers' Tangible Net Worth for each fiscal quarter ending after June 30,
     2003 shall be determined based upon Borrowers' projected Tangible Net Worth
     for such period as set forth in the Projections delivered to Agent in
     accordance with Section 6.3(c), which Projections are in form and substance
     acceptable to Agent; provided, that if Agent and Borrowers cannot agree on
     the Tangible Net Worth covenant number based upon




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<PAGE>


     Borrowers' projected Tangible Net Worth, for purposes of this Section
     7.20(a)(ii), Borrowers' Tangible Net Worth for such fiscal quarter shall be
     determined by Agent in its Permitted Discretion and shall not be less than
     $5,918,000."

          (c) LEVERAGE RATIO. Clause (iii) of Section 7.20(a) is hereby amended
in its entirety to read as follows:

               "(iii) LEVERAGE RATIO. Permit the ratio (the "Leverage Ratio") of
     (i) the aggregate amount of the Indebtedness of Parent and its Subsidiaries
     divided by (ii) EBITDA, for the applicable period set forth below to be
     more than the applicable ratio set forth below:

     ---------------------------------------------------------------------
              LEVERAGE RATIO                  APPLICABLE PERIOD
     ---------------------------------------------------------------------
                  48.15:1              For the 12 month period ending
                                                June 30, 2002
     ---------------------------------------------------------------------
                 236.45:1              For the 12 month period ending
                                             September 30, 2002
     ---------------------------------------------------------------------
                  3.97:1               For the 12 month period ending
                                              December 31, 2002
     ---------------------------------------------------------------------
                  2.35:1               For the 12 month period ending
                                               March 31, 2003
     ---------------------------------------------------------------------
                  1.95:1               For the 12 month period ending
                                                June 30, 2003
     ---------------------------------------------------------------------

     Borrowers' Leverage Ratio for the 12 month period ending each quarter after
     June 30, 2003 shall be determined based upon Borrowers' projected Leverage
     Ratio for such period as set forth in the Projections delivered to Agent in
     accordance with Section 6.3(c), which Projections are in form and substance
     acceptable to Agent; provided, that if Agent and Borrowers cannot agree on
     the Leverage Ratio covenant based upon Borrowers' projected Leverage Ratio,
     for purposes of this Section 7.20(a)(iii), Borrowers' Leverage Ratio for
     such 12 month period shall be determined by Agent in its Permitted
     Discretion and shall not be more than 1.95:1."

          3. CONDITIONS. This Amendment shall become effective only upon
satisfaction in full of the following conditions precedent (the first date upon
which all such conditions have been satisfied being herein called the "AMENDMENT
EFFECTIVE DATE"), provided that the amendments set forth in Section 2 of this
Amendment shall be deemed effective as of June 28, 2002:

               (a) REPRESENTATIONS AND WARRANTIES; NO EVENT OF DEFAULT. The
representations and warranties contained herein, in Section 5 of the Loan
Agreement and in each other Loan Document and certificate or other writing
delivered to the Agent and the Lenders pursuant hereto on or prior to the
Amendment Effective Date shall be correct in all material




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<PAGE>

respects on and as of the Amendment Effective Date as though made on and as of
such date (except to the extent that such representations and warranties
expressly relate solely to an earlier date in which case such representations
and warranties shall be true and correct on and as of such date), and no Default
or Event of Default shall have occurred and be continuing on the Amendment
Effective Date or would result from this Amendment becoming effective in
accordance with its terms, unless any such Event of Default has previously been
waived in accordance with Section 15 of the Loan Agreement.

               (b) DELIVERY OF DOCUMENTS. The Agent shall have received on or
before the Amendment Effective Date the following, each in form and substance
reasonably satisfactory to the Agent and, unless indicated otherwise, dated the
Amendment Effective Date:

                    (i) counterparts of this Amendment, duly executed by the
          Borrowers and the Agent; and

                    (ii) such other agreements, instruments, approvals, opinions
          and other documents as the Agent may reasonably request.

               (c) PROCEEDINGS. All proceedings in connection with the
transactions contemplated by this Amendment, and all documents incidental
thereto, shall be reasonably satisfactory to the Agent and its special counsel,
and the Agent and such special counsel shall have received all such information
and such counterpart originals or certified copies of documents, and such other
agreements, instruments, approvals, opinions and other documents, as the Agent
or such special counsel may reasonably request.

          4. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represent and
warrant as follows:

               (a) Except as previously disclosed in writing to the Agent: (i)
the representations and warranties made by such Borrower herein, in the Loan
Agreement and in each other Loan Document and certificate or other writing
delivered to the Lenders on or prior to the Amendment Effective Date shall be
correct and accurate on and as of the Amendment Effective Date as though made on
and as of such date (except to the extent that such representations and
warranties expressly relate solely to an earlier date in which case such
representations and warranties shall be true and correct on and as of such
date); and (ii) no Default or Event of Default shall have occurred and be
continuing on the Amendment Effective Date or would result from this Amendment
becoming effective in accordance with its terms.

               (b) Each of the Borrowers (i) is a corporation, duly organized,
validly existing and in good standing under the laws of its state of
organization, (ii) has all requisite power and authority to execute, deliver and
perform this Amendment, and to perform the Loan Agreement, as amended hereby,
and (iii) is duly qualified to do business and is in good standing in each
jurisdiction where the failure to be so qualified and in good standing
reasonably could be expected to have a Material Adverse Change.

               (c) The execution, delivery and performance by each Borrower of
this Amendment, and the performance by each such Borrower of the Loan Agreement,
as amended hereby, (i) have been duly authorized by all necessary action, (ii)
do not and will not contravene such Borrower's charter or by-laws, any
applicable law or any contractual restriction binding on




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or otherwise affecting it or any of its properties, (iii) do not and will not
result in or require the creation of any lien or other encumbrance (other than
pursuant to any Loan Documents) upon or with respect to any of its properties,
and (iv) do not and will not result in any suspension, revocation, impairment,
forfeiture or nonrenewal of any permit, license, authorization or approval
applicable to its operations or any of its properties.

               (d) No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or agency or other
regulatory body is required in connection with the due execution, delivery and
performance by such Borrower of this Amendment, or for the performance of the
Loan Agreement, as amended hereby.

               (e) This Amendment, the Loan Agreement, as amended hereby, and
each other Loan Document to which such Borrower is a party is a legal, valid and
binding obligation of such Borrower, enforceable against such Borrower in
accordance with its terms, except as such enforceability may be limited by
equitable principles or by or subject to any bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally.

          5. CONTINUED EFFECTIVENESS OF THE LOAN AGREEMENT. (a) Except as
otherwise expressly provided herein, the Loan Agreement and the other Loan
Documents are, and shall continue to be, in full force and effect and are hereby
ratified and confirmed in all respects, except that on and after the Amendment
Effective Date (i) all references in the Loan Agreement to "this Agreement",
"hereto", "hereof", "hereunder" or words of like import referring to the Loan
Agreement shall mean the Loan Agreement as amended by this Amendment and (ii)
all references in the other Loan Documents to the "Loan Agreement", "thereto",
"thereof", "thereunder" or words of like import referring to the Loan Agreement
shall mean the Loan Agreement as amended by this Amendment.

               (b) The Borrowers hereby acknowledge and agree that this
Amendment constitutes a "Loan Document" under the Loan Agreement. Accordingly,
it shall be an Event of Default under the Loan Agreement if any representation
or warranty made by the Borrowers under or in connection with this Amendment
shall have been untrue, false or misleading in any material respect when made.

          6. COSTS AND EXPENSES. The Borrowers shall pay all reasonable
out-of-pocket costs and expenses of the Lender Group (including, without
limitation, the reasonable fees and charges of counsel to any member of the
Lender Group) in connection with this Amendment.

          7. MISCELLANEOUS. (a) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of
this Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.




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               (b) Section and paragraph headings herein are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

               (c) This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York except to the extent governed
by the Bankruptcy Code.

          8. THE BORROWERS, LENDERS AND THE AGENT EACH HEREBY IRREVOCABLY WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS
AMENDMENT OR THE ACTIONS OF THE LENDER GROUP IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT HEREOF.

                [Remainder of this page intentionally left blank]










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<PAGE>




          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.


                                     FRONTSTEP, INC.
                                     an Ohio corporation


                                     By: /s/ Daniel P. Buettin
                                         ---------------------------------------
                                         Name:  Daniel P. Buettin
                                         Title: Vice President & Chief Financial
                                                Officer


                                     FRONTSTEP SOLUTIONS GROUP, INC.
                                     an Ohio corporation


                                     By: /s/ Daniel P. Buettin
                                         ---------------------------------------
                                         Name: Daniel P. Buettin
                                         Title: Vice President & Chief Financial
                                                Officer


                                     FRONTSTEP CANADA, INC.
                                     an Ontario corporation


                                     By: /s/ Daniel P. Buettin
                                         ---------------------------------------
                                         Name:  Daniel P. Buettin
                                         Title: Vice President & Chief Financial
                                                Officer


                                     FOOTHILL CAPITAL CORPORATION,
                                     a California corporation, as Agent and as
                                     a Lender


                                     By: /s/ Trent A. Smart
                                         ---------------------------------------
                                         Name: Trent A. Smart
                                         Title: Vice President










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