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  THERFORE,  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
(-$5,00,000)  for the three month period

<PAGE>


ending February 28, 1999. The foregoing  waiver shall not constitute a waiver of
any other Event of Default  that may exist,  or a waiver of any future  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 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.




             The remainder of the page is intentionally left blank.







<PAGE>






       IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment 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 President
                                     -------------------------------------------



                          EMS-EAST, Inc., a Massachusetts corporation

                                 By
                                     -------------------------------------------
                                     -------------------------------------------
                                 Its Treasurer
                                     -------------------------------------------



                          EFFECTIVE MANAGEMENT SYSTEMS OF
                          ILLINOIS, an Illinois corporation

                                 By
                                     -------------------------------------------
                                     -------------------------------------------
                                 Its Secretary
                                     -------------------------------------------



                          FOOTHILL CAPITAL CORPORATION,
                          a California corporation

                                 By
                                     -------------------------------------------
                                     -------------------------------------------
                                 Its Vice President
                                     -------------------------------------------