EMS Asia Distribution Agreement
                                        *

   This EMS Asia Distribution Agreement ("Agreement") is entered into as of
   the 29th day of May, 1998 by Effective Management Systems, Inc. ("EMS"), a
   Wisconsin corporation with its principal place of business at 12000 West
   Park Place, Milwaukee, Wisconsin 53224, and EMS Asia Pacific Limited
   ("MARKETING PARTNER" or "MP"), a Hong Kong company with its Hong Kong
   business address located at 114 Tower II, The Gateway,  25-27 Canton Road,
   Kowloon, Hong Kong.

   1.   Definitions

        1.1   "Products" shall mean the EMS computer software system  known
   as TCM/TM/ and any MES technology based software developed by EMS which
   would attach to Baan software  ("Software"), and any Improvements to the
   Software as defined below.  It includes object code and, except with
   respect to those portions which it is standard EMS U.S. practice to
   withhold, source code.  It shall also include the right to any updates
   when generally made available from time to time as point releases and the
   right to use the development language  Synergy', in which the Software is
   written, in connection with authorized uses of the Software. 

        1.2  "Technical Information" shall mean i) the knowledge, experience,
   and information of EMS, not in written or printed form, relating to the
   servicing, use, or sale of the Products ("Know-How") and ii) any written
   materials containing information relating to the servicing, use, or sale
   of Products ("Technical Data").

        1.3  "Improvements" shall mean any change or modification, whether or
   not patentable, copyrightable or susceptible to any other form of
   protection, in or relating to the design, manufacture, composition,
   assembly or servicing of the Software, including all derivative works
   thereof, regardless by whom made or paid for, the ownership of which shall
   solely belong to EMS.

        1.4  "End Users" shall mean any entity which uses the Software in
   their own business for their own internal operational  purposes as
   authorized under this Agreement.



   2.   Authority.  MP is hereby authorized, on an  exclusive basis in the
   Territory' (as defined in the attached Exhibit A-1) and subject to the
   terms of this Agreement, to i) sell licenses of Software under
   circumstances which insure that basic support will be available to the
   licensee, ii) solicit orders for services, including support, related to
   the Products ( Services'), to be performed by EMS certified providers of
   such Services in the Territory, iii) appoint resellers with EMS prior
   approval, iv) use the Products in its own internal operations as an End
   User without additional cost, but under the same restrictions as any other
   user, v) utilize EMS' proprietary translation tool on a non-exclusive
   basis and solely in furtherance of this relationship.  MP shall use its
   best efforts to obtain such sales and orders and otherwise perform its
   obligations under this Agreement, and vi) to the extent EMS has such
   authority, the right to sell any third party software EMS is selling,
   without any EMS markup.   



   3.  End User License. MP  agrees to utilize, present to, and obtain the
   signature of End Users on the form of EMS license agreement attached to
   this Agreement as Exhibit B ("License") as amended from time to time by
   EMS in its sole discretion.  Except as permitted herein, the terms of the
   License may not be changed by MP in any respect without EMS' prior written
   consent. 



   4.  License Payment Terms and Cost Payment to EMS. 

        4.1  MP shall make reasonable effort to require payment terms from
   End Users under Licenses calling for full payment due 90 days after
   Installation.   

        4.2  Pursuant to such Licenses, MP shall collect all payments called
   for thereunder unless EMS instructs the End User and MP otherwise.   MP
   shall be obligated to pay EMS the amounts due EMS on each such License
   within 30 days of MP's receipt of any such payments and shall make every
   reasonable effort to enforce each License Agreement's payment terms.    

        4.3  The License fee amount due EMS shall, unless otherwise agreed in
   writing, be the percentage set forth on Exhibit A-2 for the Products at
   the prices set forth on the applicable License, regardless of the actual
   License payments collected.  However, MP may not manipulate the price of
   Services, beyond market standard such that the price of a License has been
   reduced below market standard, thereby reducing the fee to EMS.


   5. MARKETING PARTNER Retention. MP shall retain as applicable  i) on all
   License payments received, an amount equal to the difference between the
   actual License payment amount and the amount it owes EMS, and ii) on all
   Services it sells the actual Services payments it receives. 



   6.  Business Plan and Forecast.  The parties shall annually develop a
   mutually acceptable Business plan to be reviewed quarterly which shall
   include a  sales level performance target, the first of which is set forth
   on Exhibit A-3.  Such target is a forecast of payments to be received by
   EMS during each year of this Agreement.  



   7.  EMS Obligations.

        7.1  Liaison.  Except as specifically advised otherwise, all
   requests, communications, and issues relating to EMS's responsibilities
   under this Agreement, as well as with third party software vendors whose
   products are sublicensed pursuant to this Agreement, will be administered
   directly by EMS.     

        7.2  MARKETING PARTNER Support.  

        7.2.1  EMS will provide, at standard charge, technical phone, fax,
   and E-mail support through EMS' international help desk offices in
   Milwaukee, WI.  

        7.2.2  MP may  purchase EMS consulting and training services from EMS
   at the then current daily charge for such services plus travel expenses.

        7.2.3  EMS will provide, at no cost to MP, one set of available
   English training videos.

        7.3  Demonstration Licenses.  EMS will make available, at no charge
   to MP, a reasonable number of run time demonstration licenses for the
   Products for use on EMS supported hardware configurations.  

        7.4  Promotional Materials and International Customer Conference. 
   EMS will make available, at no charge to MP, one copy of standard released
   EMS promotional literature art work, and three admissions to each EMS'
   International Customer Conference and Technology Seminar which is held
   annually in the United States.  Participants are responsible for all their
   travel and related expenses.

        7.5  Product and Market Information Updates.  EMS will make
   available, at no charge to MP, by hard copy, monthly, information on the
   Products and EMS' markets, and  information on the Products and the
   company.

        7.6  Technical Certification.  EMS will make available a technical
   support personnel certification program, and agrees to assist MP in the
   certification of its personnel.

        7.7 Business and Marketing Consultation.  EMS will share appropriate
   reference information profiles and competitive information with MP.

        7.8  Documentation.  EMS will provide, at no charge to MP, two sets
   of available user and technical documentation in English, and to the
   extent available, in local language.  The technical documentation includes
   training seminar material.  Additional copies of the documentation may be
   purchased at EMS cost.  English language user documentation, in electronic
   or hard copy form, as released for Asia use, will be made available with
   each license purchased.

        7.9  Existing Market Penetration Resources.  EMS shall provide to MP
   such existing market materials and information, as set forth on Exhibit A-
   4, as will assist MP in maintaining and penetrating the Territory.



   8.  MARKETING PARTNER Obligations. 

        8.1  Order Handling.   MP shall place all orders for Products with
   EMS from a location in the USA in US dollars or upcharge minimum License
   Payments by any local country required tax or royalty withholding.  Any
   and all taxes or other fees, costs, or expenses relating to the purchase,
   export, transfer, and import of the Products from EMS to final location
   shall be the sole responsibility of MP.

        8.2.  Non-Competition.  MP may not offer products which compete with
   the Products or Services to any prospect or account registered to MP. 
   During the Term, MP agrees not to directly or indirectly develop or market
   any product which competes with the Software, and for Five years
   thereafter not to develop such a product.  Not withstanding this
   limitation, MP may enter into a distribution arrangement with Baan for its
   application software product in the Territory at any time.

        8.3  MARKETING PARTNER Personnel, Offices, and Capabilities.  MP
   represents that it has and will use experienced software professionals
   familiar with the market and its needs with respect to sales and service
   personnel, and agrees to have the necessary qualified full time dedicated
   sales personnel and  systems engineers available in order to effectively
   perform its obligations under this Agreement in support of the Business
   Plan. MP also agrees to maintain at least one office in a strategic area
   of the Territory and agrees to provide sales and pre-sales services to
   prospects with demonstrations utilizing appropriate hardware and software. 


        8.4  Expenses and Taxes. MP agrees to pay for all travel and related
   expenses of any EMS pre-sales services requested by MP and any and all
   local taxes and duties relating to MP's responsibilities and obligations.

        8.5  Account Management.  MP shall act as Account Manager during each
   License implementation period.  Such responsibility shall include first
   line response and liaison to all inquiries from the End User relating to
   EMS or the Products.

        8.6  Representing EMS and the Products, and Software Security.  MP
   shall appropriately represent EMS and the Products by limiting all of its
   statements, whether written or verbal, relating to EMS or the Products to
   those set forth in the current Technical Data and other written technical
   and marketing literature provided to MP by EMS pursuant to this Agreement. 
   MP shall install and activate Software security for each license.

        8.7  Territory, Prospect, and Account Management Plan.  As part of
   its regular business plan activities, MP agrees to develop and adhere to
   an appropriate Territory, Prospect, and Account Management Plan.

        8.8  End User Support.  MP acknowledges it has full responsibility to
   support its End Users, agrees to work to ensure the highest level of
   customer satisfaction possible, and only market and sell the Products to
   prospects where there is a good fit with the prospect's needs. 

        8.9   Localization.  MP shall be responsible to perform, at its own
   expense, and at all times during the Term of this Agreement, the
   appropriate and necessary work to adapt or improve and enhance the
   Products, as updated and revised by EMS from time to time, for local
   language, currency, and any other localization needs, such that the
   Products become and remain competitive in the Territory for fully
   integrated manufacturing operations computer software systems.  Upon
   release by MP, MP shall furnish to EMS a copy of all such localized
   Products and corresponding Technical Data.

        8.10 Existing Market Obligations Assumption.  MP shall assume the
   existing service and assistance obligations and relationship
   responsibilities to customers and prospects in the Territory in order to
   provide a smooth transition to MP from preexisting conditions while
   maintaining a positive attitude toward and perception of EMS and the
   Products.  



   9.  Accounting, Record-keeping, and Confidentiality.

        9.1 Maintenance of Records and Review.  The MP shall maintain all
   appropriate books, records, and correspondence with respect to the
   performance of its obligations hereunder, and EMS shall have the right,
   upon reasonable request, to review or have reviewed, at its own expense,
   such materials.

        9.2  Confidentiality.  MP acknowledges that all the Products and
   Technical Information, and information relating to EMS' business,
   marketing, and future plans, are and constitute valuable assets and Trade
   Secrets of EMS which are proprietary to EMS and may also be subject to an
   assertion of confidentiality by one or more licensors of EMS
   ("Confidential Information").  Accordingly, MP agrees that any disclosure
   of any nature it may make of Confidential Information would constitute a
   serious and material loss to EMS and is good cause for immediate
   termination.  Likewise, EMS acknowledges that it may receive similar
   proprietary information from MP and, therefore, each agrees; i) not to
   disclose any Confidential Information to any employee, agent, or other
   party, including a prospect, except as permitted by and in furtherance of
   this Agreement, and then only to such people or entities who have a need
   to know and are subject to a  Confidentiality Agreement' in the form
   approved by the other party from time to time and attached  in current
   approved form as Exhibit C, and ii) to take all reasonable precautions to
   prevent unauthorized parties from discovering, acquiring, or using
   Confidential Information.

        9.3  Survival of Confidentiality.  Notwithstanding any other
   provisions of this Agreement, the obligations of confidentiality of this
   paragraph shall survive the termination or expiration of this Agreement.



   10.  Term.  

        10.1 Initial Term.  The initial Term of this Agreement is three years
   unless earlier terminated.  This Agreement may be earlier terminated by
   either party if the other materially breaches it and does not cure the
   breach within 30 days after written notice.  It shall be considered a
   material breach and there shall be no cure period if Confidentiality has
   been breached by either party, either party becomes insolvent, MP violates
   or permits the violation of EMS's Software security system, or MP fails to
   achieve its annual Business Plan's performance target as set forth in
   Exhibit A-3 and the next two quarters, leveled, of the following year's
   annual performance target.  

        10.2 Subsequent Terms.  After the initial Term, this Agreement may be
   renewed for one year Terms if both parties mutually agree to do so in
   writing prior the expiration of the current Term.



   11.  Disputes. All disputes, controversies, or differences which may arise
   between the parties which cannot be settled amicably by conciliation
   between them shall be heard, settled, and decided by arbitration in
   Milwaukee, WI in accordance with the Commercial  Rules of American
   Arbitration Association,  and under the laws of the State of Wisconsin,
   USA  Such arbitration shall be conducted in English.  Each party must
   supply all documents in English and will have interpreters available if
   necessary.  The decision of the arbitrator will be accepted as final and
   binding upon the parties, and enforceable in any court of competent
   jurisdiction.  Each party will bear its own costs of arbitration pending
   the award of the arbitrator, which award may include costs.



   12.  Export Control. The Parties acknowledge that the export and re-export
   of the Technical Information and the Software may become subject to United
   States (USA) export controls. MP shall comply at all times with any
   applicable USA export controls and furnish and supply such information to
   EMS as EMS may reasonably request in order to  satisfy its obligations
   under any such USA  law.



   13. Limitation on Remedies.  Under no circumstances shall either party be
   liable to the other party by reason of breach, termination, or non-renewal
   of this Agreement for any consequential, general, or special damages even
   though the Parties may be aware of the possibility of such damages.



   14.  Miscellaneous.  

        14.1 Independence and Authority.  The parties hereto are independent
   contractors solely responsible for their own business operation and
   compliance obligations.  Each represents to the other full authority to
   enter into this Agreement and all proper and required authority to perform
   its obligations hereunder. 

        14.2  Severability.  If any provision of this Agreement shall be
   deemed illegal or unenforceable, such illegality or unenforceability shall
   not affect the validity and enforceability of any legal and enforceable
   provisions hereof, this Agreement shall be construed as if such illegal
   and unenforceable provisions had not been inserted herein, unless such
   illegality or unenforceability shall destroy the Agreement's underlying
   business purpose.

        14.3 Assignment.  This Agreement may not be assigned in whole or in
   part by any party hereto without the prior written consent of all parties.

        14.4      Entire Agreement.  This Agreement, including the referenced
   and attached Exhibits, constitutes the entire agreement between the
   Parties with respect to the matters herein and supersedes all prior
   understandings and agreements relating to such matters.  No modification
   of this Agreement will be effective unless in writing signed by both
   Parties and referencing this Agreement.  Except as otherwise set forth,
   all communications and information called for to be provided one party to
   the other, shall be in English.

        14.5  Non-Recruitment.  Both parties agree, during the Term and for a
   one year period thereafter, not to recruit or hire, without the written
   approval of the other, any employee or agent acting on behalf of the other
   during the Term.


   Agreed to as of the above date by:

   EMS Asia Pacific Limited


   By __________________________________________
        Donald W. Vahlsing, Director



   Agreed to and Accepted at Milwaukee, WI by: 

   Effective Management Systems, Inc.


   By __________________________________________
        Michael D. Dunham, President


   <PAGE>

                                    Exhibit A
                       to EMS Asia Distribution Agreement
                                  dated 5/29/98



   1.   (P 2.0) TERRITORY shall mean:

   Korea, Japan, China, Taiwan, the South East Asia countries (including
   Singapore, Malaysia, Thailand, and Vietnam), Indonesia, Philippines,
   Australia, and New Zealand


   2.   (P 4.3) MARKETING PARTNER'S required License fee payments to EMS is
   composed of  a) $2,000 per month for 30 months following MP achieving
   Gross Margin Base, except that, if terminated early by EMS for breach by
   MP, any remaining payments shall be immediately due and, if terminated by
   MP for breach by EMS, no further payments shall thereafter be due, and b)
   the following % of License payments called for, as collected, starting the
   month following MP achieving Gross Margin Base:                   

        first 12 months: . . . . . . . . .  20 %
        Next 12 months:  . . . . . . . . .  25 %
        thereafter:  . . . . . . . . . . .  30 %

   where 'Gross Margin' is calculated according to U.S. gaap, consistently
   applied with EMS past practices, and  Gross Margin Base' equals the
   earlier to occur of $100,000 for three consecutive quarters or $200,000 in
   any one quarter.


   3.   (P 6.0) MARKETING PARTNER'S forecast of Payments to be actually
   received by MARKETING PARTNER during the Term is: 

        year 1 . . . . . . . . . . . . . . . .  $_________________. 
        year 2 . . . . . . . . . . . . . . . .  $_________________.
        year 3 . . . . . . . . . . . . . . . .  $_________________.


   4.   (P 7.9)  Existing Market Resources to be provided by EMS to MP:

        Existing receivables, fixed assets, contracts rights and obligations,
   leases, cash amounts which EMS deems reasonable for these purposes, all as
   listed in the Attachment to this Exhibit, and other non material
   assistance in establishing and maintaining government permissions and
   registrations, personal relationships with existing vendors, suppliers,
   and qualified personnel previously performing and providing the selling
   and servicing obligations required under this Agreement, all to maintain
   and enhance the Products' market position and growth objectives envisioned
   by this Agreement.

                                                 ________    ________
                                                (Exhibit A initials)

   <PAGE>

                                   Exhibit B 
                       to EMS Asia Distribution Agreement
                                  dated 5/29/98


        (P 3.0) The approved EMS End User License Agreement to be used by
   MARKETING PARTNER hereunder in current form is attached hereto or will be
   provided.

                                                      ________   ________
                                                       (Exhibit B initials)


   <PAGE>


                                   Exhibit C 
                       to EMS Asia Distribution Agreement
                                  dated 5/29/98



        (P 9.2) Confidentiality Agreements (as currently approved by the
   respective parties) are attached hereto or will be provided)


                                                   _________   _________
                                                     (Exhibit C initials)