Exhibit 4.1

                                     WAIVER

THIS  WAIVER  (this  "Waiver")  is  entered  into as of April  13,  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 February
28, 1999 is approximately  negative Six Million Seven Hundred Nineteen  Thousand
Dollars (-$6,719,000);

         WHEREAS,  Borrower  has  informed  Lender  that  Borrowers'  EBITDA (as
defined in the Loan  Agreement)  for the three month period ending  February 28,
1999 is approximately negative Two Million One Hundred and Seventy-Five Thousand
Dollars  (-$2,175,000);  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  Four  Million
Dollars  ($4,000,000)  for the fiscal  quarter ended  February 28, 1999 and (ii)
EBITDA of Borrowers not being at least  negative Five Hundred  Thousand  Dollars
(-$500,000)  for the three month period ending  February 28, 1999. The foregoing
waiver  shall not  constitute  a waiver of any other  Event of Default  that may
exist,  or a wavier of any future  Event of Default  that may occur  (including,
without  limitation,  any Event of Default  occurring as a result of a breach of


<PAGE>

Section 7.20(a) or Section 7.20(b) as of any date or for any period ending after
February 28, 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 February  28, 1999 is
approximately  negative Six Million  Seven  Hundred  Nineteen  Thousand  Dollars
(-$6,719,000); and

         (d) The EBITDA of  Borrowers  for the three month  ending  February 28,
1999 is approximately negative Two Million One Hundred and Seventy-Five Thousand
Dollars (-$2,175,000).

         4.  Waiver  Fee.  In  consideration  of  the  waiver  described  above,
Borrowers agree to pay Lender a waiver fee of Five Thousand  Dollars ($5,000) on
the date hereof.




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         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