Exhibit 4.4


                                     WAIVER

          THIS WAIVER  (this  "Waiver")  is entered into as of October 12, 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 August 31,
1999 is  approximately  negative Ten Million Five  Hundred  Eighty-Six  Thousand
Dollars (-$10,586,000);

          WHEREAS,  Borrower  has  informed  Lender that  Borrowers'  EBITDA (as
defined in the Loan Agreement) for the three month period ending August 31, 1999
is  approximately  negative  One  Million  One  Hundred  Four  Thousand  Dollars
(-$1,104,000);

          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 THEREFORE,  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  negative  Two
Million Seven Hundred and Fifty Thousand Dollars  (-$2,750,000)  plus the Equity
Infusion  Amount for the fiscal quarter ended August 31, 1999 and (ii) EBITDA of
Borrowers not being at least Five Hundred  Thousand  Dollars  ($500,000) for the
three month  period  ending  August 31,  1999.  The  foregoing  waiver shall not
constitute a waiver of any other Event of Default that may exist, or a wavier 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 August 31, 1999).

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          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 August  31,  1999 is
approximately  negative  Ten Million Five Hundred  Eighty-Six  Thousand  Dollars
(-$10,586,000); and

          (d) The EBITDA of Borrowers for the three month ending August 31, 1999
is  approximately  negative  One  Million  One  Hundred  Four  Thousand  Dollars
(-$1,104,000).

          4.  Waiver  Fee.  In  consideration  of the  waiver  described  above,
Borrowers  agree to pay Lender a waiver fee of Two Thousand Five Hundred Dollars
($2,500) on the date hereof.



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                  IN WITNESS WHEREOF, the parties hereto have caused this Waiver
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 /s/ T.G. Hickinbotham
                                            T.G. Hickinbotham
                                     Title: Chief Financial Officer


                                     EMS-EAST, INC., a Massachusetts corporation


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


                                     EFFECTIVE MANAGEMENT SYSTEMS OF
                                     ILLINOIS, an Illinois corporation


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


                                     FOOTHILL CAPITAL CORPORATION


                                     By /s/ Scott D. Ryan
                                            Scott D. Ryan
                                     Title: Vice President


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