NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

        This Ninth Amendment to Loan and Security agreement is dated as of
   September 9, 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., Intercim Corp.,
   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 and as of the date hereof (as amended and as hereafter
   renewed, extended, amended, modified, or supplemented, the "Loan
   Agreement"); 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.   Capitalized terms not defined herein shall have the meaning
   ascribed in the Loan Agreement.  

        2.   Section 5 of the Loan Agreement shall be amended and restated in
   its entirety to read as follows:

             5.   Collections.

                  (a)  Lock Box Service. Debtors have entered into a
        Lock Box Service Agreement with Secured Party, pursuant to which
        Secured Party shall be granted access to the post office box to
        which all Customers shall be instructed to forward payments made
        with respect to all Collateral.

                  (b)  Receipt and Credit for Collections.  All checks,
        drafts, cash, notes, money orders, acceptances and other
        remittances ("Collections") in part or full payment of and with
        respect to the Collateral received through the Lock Box Service
        Agreement shall be retained by Secured Party and processed in
        accordance with such Lock Box Service Agreement.  All
        Collections received directly by a Debtor shall immediately be
        delivered by Debtors to Secured Party in precisely the form
        received (but endorsed by such Debtor if necessary for
        collection), and until such delivery Debtors shall not commingle
        any Collections with any other funds or property of any Debtor
        but shall hold the Collections in trust for Secured Party.  The
        amount of any Collections received by or transferred to the
        Commercial Finance Department of Secured Party in Milwaukee,
        Wisconsin will be applied by Secured Party against the
        Obligations within two business days after such receipt by
        crediting Debtors's Loan Account.  The application of all
        Collections with respect to the Obligations shall be conditional
        upon actual collection.  In the event that any such item, the
        amount of which has been credited against the Obligations, is
        subsequently dishonored or otherwise returned unpaid, Secured
        Party may retroactively debit Debtors' Loan Account or any
        deposit account maintained by a Debtor or Debtors at Secured
        Party or any Secured Party Affiliate for the amount of such item
        plus applicable transaction and interest charges.

                  (c)  Verification and Notification.  Secured Party may
        confirm and verify all Receivables in any manner, and Debtors
        shall assist Secured Party in so doing.  Notwithstanding the
        existence of any Lock Box Service Agreement, Secured Party may
        at any time notify, or require Debtors to notify, all Customers
        or any of them to make payment directly to Secured Party, and
        Secured Party may enforce collection of, settle, compromise,
        extend or renew the indebtedness of any or all Customers without
        liability of any kind.

                  (d)  Authority to Perform for Debtors.  Each Debtor
        appoints each and every officer of Secured Party as Debtor's
        attorney-in-fact to endorse the name of Debtor on any notes,
        acceptances, checks, drafts, money orders or other instruments
        for the payment of money that may come into Secured Party's
        possession; to sign Debtor's name on any invoice or bill of
        lading relating to any of the Receivables, on drafts against
        Customers and on notices to Customers.  This power, because it
        is coupled with an interest, is irrevocable while any Obligation
        remains unpaid.  Secured Party is hereby authorized and
        empowered to accept the return of goods represented by any of
        the Receivables, without notice to or the consent of Debtors and
        without discharging or in any way affecting Debtors' liability
        hereunder.  All acts of Secured Party or its appointee are
        hereby ratified and approved, and Secured Party or its appointee
        shall not be liable for any acts of commission or omission, nor
        for any error of judgment or mistake of fact or law.

        3.   Debtors represents and warrants that (a) the representations and
   warranties contained in the Loan Agreement are true and correct in all
   material respects as of the date of this Amendment, (b) 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 (c) 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.  

        4.   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.  

        5.   This Amendment shall become effective as of September 9, 1997,
   notwithstanding the date of execution.  Except as amended by this Ninth
   Amendment, the Loan Agreement shall remain in full force and effect in
   accordance with its terms.  

        6.   This Amendment is a modification only and not a novation. 
   Except for the above-quoted modification(s), the Loan Agreement, any
   agreement or security document, and all the terms and conditions thereof,
   shall be and remain in full force and effect with the changes herein
   deemed to be incorporated therein.  This Amendment is to be considered
   attached to the Loan Agreement and made a part thereof.  This Amendment
   shall not release or affect the liability of any guarantor, surety or
   endorser of the Loan Agreement or release any owner of collateral securing
   the Loan Agreement.  The validity, priority and enforceability of the Loan
   Agreement shall not be impaired hereby.  To the extent that any provision
   of this Amendment conflicts with any term or condition set forth in the
   Loan Agreement, or any agreement or security document executed in
   conjunction therewith, the provisions of this Amendment shall supersede
   and control.  Each Debtor acknowledges that as of the date of this
   Amendment they have no offsets with respect to all amounts owed by Debtors
   to Secured Party and each Debtor waives and releases all claims which they
   may have against Secured Party arising under the Loan Agreement on or
   prior to the date of this Amendment.

        7.   The Debtors acknowledge and agree that this Amendment is limited
   to the terms outlined above, and shall not be construed as an amendment of
   any other terms or provisions of the Loan Agreement.  The Debtors hereby
   specifically ratify and affirm the terms and provisions of the Loan
   Agreement.  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.

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

        IN WITNESS WHEREOF, the parties have entered into this Amendment as
   of the day and year first above written.

   BANK ONE, WISCONSIN


   By:  /s/ William E. Shaw            
        William E. Shaw, Vice President


   EFFECTIVE MANAGEMENT SYSTEMS, INC.

   By:/s/ Michael D. Dunham                                                  

   Title:President                                                           



   EFFECTIVE MANAGEMENT SYSTEMS OF ILLINOIS, INC.

   By:/s/ Michael D. Dunham                                                  

   Title:Secretary                                                           



                [ ALL OTHER DEBTORS ON ATTACHED SIGNATURE PAGE ]


   EFFECTIVE MANAGEMENT SYSTEMS OF MICHIGAN, INC.


   By:/s/ Michael D. Dunham                                                  

   Title:Secretary                                                           



   EMS-EAST, INC.


   By:/s/ Michael D. Dunham                                                  

   Title:Treasurer                                                           



   EMS ASIA PACIFIC LIMITED


   By:/s/ Michael D. Dunham                                                  

   Title:President