Exhibit 4.3


                                     WAIVER


       THIS WAIVER (this  "Waiver")  is entered into as of July 14, 1999,  among
Effective Management Systems, Inc. ("EMS"), a Wisconsin  corporation,  EMS-East,
Inc. ("EMS-East"), a Massachusetts corporation,  Effective Management Systems of
Illinois,  Inc.  ("EMS-Illinois"),  an Illinois  corporation (EMS,  EMS-East and
EMS-Illinois are each individually a "Borrower",  and collectively "Borrowers"),
and Foothill Capital Corporation ("Lender").

       WHEREAS,  Borrowers  and  Lender  are  parties  to a  Loan  and  Security
Agreement dated as of December 30, 1997, as amended (the "Loan Agreement");

       WHEREAS,  Borrower has informed Lender that Borrowers' Tangible Net Worth
(as defined in the Loan  Agreement) for the fiscal quarter ended May 31, 1999 is
approximately  negative Eight Million Nine Hundred Sixty-Three  Thousand Dollars
(-$8,963,000);

       WHEREAS,  Borrower has informed Lender that Borrowers' EBITDA (as defined
in the Loan  Agreement)  for the  three  month  period  ending  May 31,  1999 is
approximately  negative  One Million  Nine Hundred  Forty-One  Thousand  Dollars
(-$1,941,000);

       WHEREAS,  as a result of the foregoing,  Borrowers have breached Sections
7.20(a)  and  7.20(b) of the Loan  Agreement  and Events of Default  exist under
Section 8.2 of the Loan Agreement;

       WHEREAS,  Borrowers have requested that Lender waive the foregoing Events
of Default and Lender has agreed to do so subject to the terms hereof;

       NOW THEREFORE,  in  consideration  of the premises and mutual  agreements
herein contained, the parties hereto agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to such terms in the Loan Agreement.

2. Waiver.  Subject to the reaffirmation by each Borrower of its representations
and warranties under the Loan Agreement and its  representations  and warranties
set forth  herein and  receipt by Lender of the  waiver fee  referred  to below,
Lender hereby waives the Events of Default arising solely as a result of the (i)
Tangible Net Worth of Borrowers not being at least  negative  Three Million Five
Hundred Thousand Dollars  (-$3,500,000)  plus the Equity Infusion Amount for the
fiscal  quarter  ended May 31,  1999 and (ii) EBITDA of  Borrowers  not being at
least Five Hundred Thousand Dollars ($500,000) for the three month period ending
May 31, 1999.  The foregoing  waiver shall not  constitute a waiver of any other
Event of Default that may exist, or a wavier of any future

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Event of Default that may occur  (including,  without  limitation,  any Event of
Default  occurring as a result of a breach of Section 7.20(a) or Section 7.20(b)
as of any date or for any period ending after May 31, 1999).

3.  Representations.  In order to  induce  Lender  to enter  into  this  Waiver,
Borrower hereby represents and warrants to Lender that:


       (a)    The  representations  and warranties of each Borrower contained in
              the Loan Agreement,  are true and correct as of the date hereof as
              if made on the date hereof;

       (b)    No Event of Default or event  which,  with giving of notice or the
              passage of time, or both would become an Event of Default,  exists
              as of the date  hereof  (other  than as  described  in  Section  2
              above);

       (c)    The  Tangible  Net  Worth  of  Borrowers  as of May  31,  1999  is
              approximately  negative  Eight Million Eight Hundred  Eighty-Three
              Thousand Dollars (-$8,963,000); and

       (d)    The EBITDA of Borrowers for the three month ending May 31, 1999 is
              approximately  negative  One Million Six  Hundred  Forty  Thousand
              Dollars (-$1,941,000).

4. Waiver Fee. In consideration  of the waiver described above,  Borrowers agree
to pay Lender a waiver fee of Two Thousand Five Hundred Dollars  ($2,500) on the
date hereof.





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<PAGE>


       IN WITNESS  WHEREOF,  the  parties  hereto  have caused this Waiver to be
executed by their respective officers thereunto duly authorized and delivered as
of the date first above written.


                          EFFECTIVE MANAGEMENT SYSTEMS, INC.,
                          a Wisconsin corporation


                          By____________________________________________________
                          Its___________________________________________________


                          EMS-EAST, INC., a Massachusetts corporation


                          By____________________________________________________
                          Its___________________________________________________


                          EFFECTIVE MANAGEMENT SYSTEMS OF
                          ILLINOIS, an Illinois corporation


                          By____________________________________________________
                          Its___________________________________________________


                          FOOTHILL CAPITAL CORPORATION


                          By____________________________________________________
                          Its___________________________________________________