TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


        This Tenth Amendment to Loan and Security Agreement is dated as of
   September 30, 1997 by and between Bank One, Wisconsin, successor by merger
   to Bank One, Milwaukee, NA, its successors and assigns (the "Secured
   Party") and Effective Management Systems, Inc. ("EMS"), Effective
   Management Systems of Michigan, Inc., EMS-East, Inc., Effective Management
   Systems of Illinois, Inc., and EMS Asia Pacific Limited (collectively, the
   "Debtors").

                                    RECITALS

        WHEREAS, the Secured Party and certain of the Debtors entered into a
   Loan and Security Agreement dated as of November 9, 1992, which agreement
   has subsequently been amended as of April 23, 1993, February 8, 1994, May
   11, 1995, August 31, 1995, May 31, 1996, October 31, 1996, February 27,
   1997, July 11, 1997, September 9, 1997 and as of the date hereof (as
   amended and as hereafter renewed, extended, amended, modified, or
   supplemented, the "Loan Agreement"); and

        WHEREAS, Intercim Corp. has been merged with and into EMS; and

        WHEREAS, the Secured Party and the Debtors desire to further amend
   the Loan Agreement as hereinafter set forth.

        NOW, THEREFORE, the parties hereto agree as follows:

        1.   Definitions.  Capitalized terms not defined herein shall have
   the meaning ascribed in the Loan Agreement.

        2.   Note A.  The maturity date of Note A is hereby amended to be
   December 31, 1997.  Notwithstanding anything to the contrary contained
   therein or in the Loan Agreement, Secured Party's obligation to lend
   monies to the Debtors shall terminate December 31, 1997, at which time all
   of the Obligations shall be due and payable.

        3.   Interest Rate.  The LIBOR interest rate option is hereby
   deleted. Notwithstanding anything to the contrary in the Loan Agreement,
   Debtors shall not be liable for any breakage fees as a result of the
   conversion of LIBOR Borrowings prior to the end of the applicable Interest
   Periods. Effective October 1, 1997, Section 2(c) of the Loan Agreement is
   hereby amended to read in its entirety as follows:

             "(c)  Interest Rate and Payment.  The interest rate
        hereunder on Note A shall be equal to three-quarters percentage
        points (.75%) per annum in excess of the Reference Rate.  The
        unpaid balances shall bear interest after default or maturity at
        two and one-half percentage points (2.5%) per annum in excess of
        Secured Party's Reference Rate as announced from time to time. 
        Interest shall be computed daily based upon a 360-day year and
        the Reference Rate and the outstanding loan balances as they
        exist at the end of each day.  Interest for each calendar month
        on Note A shall be due and payable to Secured Party by Debtors
        as of the first day of the next succeeding month, and at Secured
        Party's sole option may be debited to Debtors' loan account
        ledger for Credit Facility A or debited against any Debtor's
        commercial demand account maintained with Secured Party."  

        4.   New Financing.  So long as no event of default has occurred and
   is continuing, Secured Party agrees to lend Debtors up to an additional
   $1,000,000 (in addition to monies available under Credit Facility A),
   repayable in accordance with the terms set forth in the Promissory Note
   attached hereto.  The Debtors' obligations under that note shall
   constitute "Obligations" as such term is used in the Loan Agreement and
   Secured Party's advances thereunder shall be cross-collateralized and
   cross-defaulted with all other Obligations.

        5.   Security Interests.  Each of the Debtors hereby acknowledges
   that they have, by virtue of becoming party to the Loan Agreement, granted
   Secured Party a security interest in the Collateral and each of them
   hereby grants Secured Party a security interest and lien in all of the
   Collateral to secure all of the Obligations.

        6.   Consolidated Net Earnings from Operations.  Secured Party hereby
   acknowledges that it waived effective August 31, 1997 the failure of the
   Debtors to comply with the "Default" levels of Consolidated Adjusted Net
   Earnings From Operations through August 31, 1997.  EMS shall achieve
   Consolidated Adjusted Net Earnings From Operations of at least (or, where
   negative, not exceeding) the following amounts for the periods set forth
   below:

                                      Consolidated Adjusted
   Period                             Net Earnings from Operations

   Month ending September 30, 1997              ($  725,000)
   Two Months ending October 31, 1997           ($1,150,000)
   Three Months ending November 30, 1997         $  125,000

   Failure to achieve such levels shall constitute an event of default under
   the Loan Agreement.

        7.   Operating Leases.  Section 8(d) of the Loan Agreement is hereby
   amended to read in its entirety as follows:

             "(d) Operating Leases.  Expend or contract to expend in any
        fiscal year in the aggregate for all Debtors under all operating
        leases more than $500,000."

        8.   Representations and Warranties.  Debtor represents and warrants
   that (a) each Debtor's respective chief executive office and the
   respective places in which Collateral owned by it is located is as set
   forth in Schedule I hereto, (b) the representations and warranties
   contained in the Loan Agreement are true and correct in all material
   respects as of the date of this Amendment, (c) except as disclosed to
   Secured Party in writing, which defaults or events of default have not
   been waived by Secured Party (and shall not be waived by the execution
   hereof), no condition, act or event which could constitute an event of
   default under the Loan Agreement exists, and (d) no condition, event, act
   or omission has occurred, which, with the giving of notice or passage of
   time, would constitute an event of default under the Loan Agreement.

        9.   Termination.  Section 10 of the Loan Agreement is amended by
   deleting "February 28, 1998" appearing therein and inserting "December 31,
   1997" in its place.

        10.  Conditions Precedent.  This Amendment shall become effective
   September 30, 1997 notwithstanding the date of execution, and every other
   provision of this Amendment shall be effective as of the date hereof, but
   only after it is fully executed by the Debtors and the Secured Party, and
   the Secured Party shall have received from the Debtors, in form
   satisfactory to Secured Party, the following:

             (a)  The Promissory Note in the form attached hereto, duly
        executed by an authorized officer of each Debtor.

             (b)  A $25,000.00 Amendment Fee (which may be debited to
        Debtor's loan account for Credit Facility A or debited against
        any Debtor's commercial demand account maintained with Secured
        Party).

             (c)  An Officer's Certificate for each Debtor, certified by
        an authorized officer of such Debtor.

             (d)  An Amendment to General Intangibles Mortgage and
        Security Agreement.

             (e)  A Collateral Assignment Agreement, together with the
        Assigned Note referenced therein, duly endorsed, accompanied with
        proof of corporate authority for EMS Solutions, Inc.

        11.  Deliveries Subsequent.  Within two business days of Secured
   Party's request, Debtors agree to execute and deliver such UCC financing
   statements as may be necessary to perfect Secured Party's security
   interest in all of the jurisdictions noted on Schedule I.

        12.  Expenses.  Debtors agrees to pay all fees and out-of-pocket
   disbursements incurred by the Secured Party in connection with this
   Amendment, including legal fees incurred by the Secured Party in the
   preparation, consummation, administration and enforcement of this
   Amendment.

        13.  Other Terms; Release; Effect.  Except as amended by this Tenth
   Amendment, the Loan Agreement shall remain in full force and effect in
   accordance with its terms.  All Collateral Agreements shall remain in full
   force and effective and shall continue to secure all of the Obligations. 
   Each Debtor releases the Secured Party from any and all claims which may
   have arisen, known or unknown, in connection with the Loan Agreement on or
   prior to the date hereof.  This Amendment shall not establish a course of
   dealing or be construed as evidence of any willingness on the Secured
   Party's part to grant other or future amendments, should any be requested.

        14.  Joint and Several.  All obligations of the Debtors under the
   Loan Agreement and this Amendment shall be their joint and several
   obligations.

   BANK ONE, WISCONSIN                     EFFECTIVE MANAGEMENT SYSTEMS,
                                           INC.


   By:  /s/ William E. Shaw                By:/s/ Michael D. Dunham 
        William E. Shaw, Vice President
                                           Title:President     


                                           EFFECTIVE MANAGEMENT SYSTEMS
                                           OF MICHIGAN, INC.
 
                                           By:/s/ Michael D. Dunham 
                                           Title:Secretary


                                           EMS-EAST, INC.


                                           By:/s/ Michael D. Dunham 
                                           Title:Treasurer 


                                           EFFECTIVE MANAGEMENT SYSTEMS
                                           OF ILLINOIS, INC.


                                           By:/s/ Michael D. Dunham  
                                            Title:Secretary 


                                           EMS ASIA PACIFIC LIMITED


                                           By:/s/ Michael D. Dunham

                                           Title:President