Exhibit 10.4

May 4, 1999


Jeff Fossum
Effective Management Systems, Inc.
12000 W. Park Place
Milwaukee, WI 53224

Dear  Jeff:

This letter outlines the agreement we have reached concerning your employment at
EMS during the next two years.  This  agreement  replaces  in total the  Special
Compensation and Separation Agreement between you and EMS dated January 1, 1998.

o      Your  employment  will  not  be  terminated  by  EMS,  except  for  gross
       misconduct, during the period of March 1, 1999 through February 28, 2001,
       providing  you lend  your best  efforts  to  achieve  the  following  two
       assignments:

       1)     Support an  orderly  transition  as you phase out of your  current
              position as CFO into your new  position as a pre-sales  consultant
              in the Baan Sales & Marketing Group.

              a)     The  transition  period  will  begin on April 15,  1999 and
                     continue  through  July 15th  1999.  The  approximate  time
                     dedicated to your CFO duties is as follows:

                     i)     April 15th through April 30th: 8 work days

                     ii)    May 1st through May 31st: 14 days

                     iii)   June 1st through June 30th: 8 days

                     iv)    July1st through July 15th: 5 days

                     You will make schedule  provisions to assist at monthly and
                     quarterly closings and be available to lead the preparation
                     of the 10Q  report  due on July 15,  1999.  You also may be
                     called  upon to assist in  merger or sale of  product  line
                     negotiations  during this period.  During this period, this
                     will  take  precedence  over  the  above  schedule  at  the
                     discretion of the  President.  Aside from this,  your major
                     assignment   in  this  period  is  to  assist  the  COO  in
                     reorganizing the corporate finance and accounting functions
                     to:

o      Create a corporate headquarters function at the Naperville office.

o      Retain a stable  accounting  group at the Milwaukee office to support TCM
       operations

o      Assist in revising our banking and auditing  relationships as appropriate
       to the requirements of any corporate restructuring ensuing from merger or
       sale of a product line.
<PAGE>



       2)     Lend your best efforts to perform as a pre-sales consultant in the
              Baan  Sales &  Marketing  Group  according  to the  EMS  Pre-Sales
              Consultant 1999 Compensation Plan attached as exhibit A.

o      Your base  salary  will be  increased  to  $110,000  per annum  effective
       November 1, 1998.  Retroactive pay will be made on March 15, 1998 for the
       period of November 1, 1998 through February 28, 1999.

o      Your base  salary  will be adjusted to $60,000 for the period of July 16,
       1999  through  July 15,  2000  when you have  fully  transitioned  to the
       position of pre-sales consultant.

o      Your base will be increased to $110,000 on July 16, 2000.

o      You will  receive a payment  for your  accrued  1998  vacation of 3 weeks
       minus 2-1/2 days on March 31, 1999.

o      Beginning  on July  16,  1999,  you  will be  entitled  to  Gross  Margin
       Commission  Payments  according  to the  EMS  Pre-Sales  Consultant  1999
       Compensation   Plan   attached   as   exhibit  A.  You  will  be  offered
       opportunities  to earn  commissions on an equal basis to other  pre-sales
       consultants.

o      You were granted 25,000 options to purchase EMS common stock. The options
       have a 10 year term. They vest as follows:  30%  immediately,  60% at the
       end of the first year and 100% at the end of the second year. The options
       were issued April 8, 1999 at the then current  market value of a share of
       EMS common stock.



Sincerely,

Richard W. Grelck
COO

<PAGE>


       Memorandum

       To:   Pre-Sales Consultant
       From:  Manager
       CC:   Human resources
       Date:
       re:   Your EMS Pre-Sales Consultant 1999 Compensation Plan

       Pre-Sales Consulting Role

       As  an  EMS  Pre-Sales   Consultant,   you,   together  with  each  Sales
       Representative, play a vital role in generating significant sales revenue
       and gross margin for EMS.  During the sales  process with  prospects  and
       customers,  your responsibilities are to assess the degree of application
       fit,  to help set good  customer  expectations,  to  present  application
       software in the context of needs of the  prospect,  and to convey how the
       application  will benefit the customer.  Working as a team with the Sales
       Representatives  and  Managers,  you play a key role in bringing in good,
       profitable business for EMS.


       Pre-Sales Consulting Tasks

       Generating  significant  sales  revenue and gross  margin is  facilitated
       through sales consulting activities including:
            Conducting prospect surveys to identify key business issues
            Relating key business issues to Baan  functionality
            Preparing and presenting compelling "Proof of Concept" product
            demonstrations
            Assisting the Sales Representatives in  developing  Sales  Strategy
            Conducting  prospect  seminars
            Innovating  and  applying  new  approaches  and techniques
            A  strong desire to work as  a  team  with   Sales Representatives
            andother  Consultants
            Continually embracing new functional and technological products


       Pre-Sales Consulting Compensation

       At plan, your annual compensation is $ . The fixed portion consists of an
       annual  salary  of $ paid  semi-monthly  and  effective  .  The  variable
       portion,  a commission based entirely upon the gross margin you generate,
       is targeted  at $60,000  annually,  paid on a monthly  basis in the month
       following  shipment,  with commission  credit beginning as of December 1,
       1998.
<PAGE>



       Because of your proven sales  consulting  abilities,  you are entitled to
       use of a company  car,  assuming  you  maintain  a  satisfactory  driving
       record.  When you elect to acquire a company  car, the company will cover
       up to the standard lease allowance,  currently at $425/month.  If the car
       you select costs more, then you must pay the  difference.  If the car you
       select costs less, then the company will only pay the amount of the lease
       payment.

       Given you recently  signed a private lease agreement for a car, until you
       decide to acquire a company car, EMS will reimburse you for your existing
       lease cost up to the rate of $425/month  (submitted on monthly expenses).
       You are also  entitled  to  reimbursement  for  routine  maintenance  not
       covered under warrantee.  With your own car, you will remain  responsible
       for all other  operating  expenses and insurance.  EMS will reimburse you
       for all gasoline, less the standard deduction for personal use, currently
       at $60.00/month.  (This, of course,  means that you may no longer expense
       EMS for mileage.) We do recommend that you keep track of business use for
       tax records, if needed.

       You will be  reimbursed  for  routine  business  expenses  subject to EMS
       prevailing policies. You are eligible for EMS profit sharing and employee
       benefits, as defined by the prevailing EMS policies.

       Leveraged Commission Rates

       Your monthly gross margin  objective is $ , or $ for the fiscal year. You
       are paid a commission rate of 5% for all gross margin earned up to $ . As
       an added  reward,  you will be paid at a  higher,  7% rate for all  gross
       margin generated over $ for the fiscal year.

       Gross Margin Commission Payment Rules

       Commissions  are  payable  to you in the month  following  shipment  to a
       customer in whose sale you contributed toward. Commissions are calculated
       for all  gross  margin  generated  by you,  as  credited  to the EMS Baan
       Division,  for all software and hardware,  at net price less actual cost.
       Commissions  are  calculated  for the first year of upgrade  and  support
       plans at price less 35% of list price.  Because  shipments  are sometimes
       staggered,  commission  payment is calculated  for any shipments of these
       types of products  for that  customer,  for the first 6 months  after the
       date of the first  shipment.  Subject to management  review,  credit will
       also be provided for additional  users/phases that were identified on the
       original  contract,  but shipped  later  without the need for  additional
       pre-sales  effort.  Commissions  already  paid on an  order  which  later
       becomes uncollectable is credited back on the commission statement at the
       end of the month in which the charge-back occurred.



       Gross Margin Splits

       When you work the deal alone,  you earn commission based upon 100% of the
       gross
<PAGE>


       margin.  When multiple  consultants  are involved in performing the demo,
       then a gross margin split percentage is determined, with the total credit
       application being 120%.

       For example,  when you work the deal alone,  but others assisted with net
       meeting  demos,  you  still  receive  100%.  When you  contribute  with a
       netmeeting  demo on someone  else's  deal,  you receive 20% gross  margin
       credit.  When you lead the deal,  and another  assisted  on-site,  then a
       gross margin split is mutually determined.  It may be a 80%/40% split. If
       both contributed  equally, it would be a 60%/60% split. Note that helping
       others  to  prepare,  training  others,  and  completing  RFP's are tasks
       expected of everyone, and commission credit is not applied.

       Payments After Termination

       If  employment  termination  is initiated by either  party,  an immediate
       freeze  on  commission   payments  will  be  placed  by  the   Accounting
       Department.  Sixty days after the date of  termination,  a calculation of
       commissions  due the  employee  or owed  to the  company  will be made as
       follows:

       + Commissions Earned, but Unpaid

       - Commissions Unearned, but Paid

       -------------------------------------------------------------------------

       = Commission Amount Due or Owed Back




       I look forward to an exciting and productive year of working  together to
       achieve our goals and help EMS succeed in its sales mission.


                                   Acceptance

       Each party has read this plan,  understands its contents and agrees to be
       bound by it.  This plan must be  signed  in order to  receive  commission
       payments. EMS reserves the right to change this plan at any time.


      Signature__________________________ Signature ________________________

      Date     __________________________    Date   ________________________