Exhibit 10.3

      Employment, Confidentiality, Non-competition, and Severance Agreement
                                   (Agreement)

1.     Recitations  and Date.  This  Agreement  is entered  into by and  between
       Effective Management Systems, Inc. (EMS) and Richard W. Grelck, its Chief
       Operating  Officer  (Executive) as of the 19th day of March,  1999. It is
       entered  into in  recognition  and  acknowledgement  of the  significant,
       crucial and continuing  beneficial and valuable  services being performed
       by Executive at the request of EMS.

2.     Employment.  EMS hereby agrees to employ Executive and Executive agree to
       continue his employment  with EMS. The term of this  Agreement  shall run
       from this date until the Separation Date as hereafter defined, unless the
       parties mutually agree otherwise (Term).

3.     Duties.  During the Term,  Executive shall continue to perform the duties
       of the  position  he now has,  as  reasonably  determined  by the  Board,
       consistent  with the level of  authority  and  responsibility  he now has
       (Duties).

4.     Compensation.  Executive's  base salary  shall not,  during the Term,  be
       reduced from its current level unless there is a corporate wide reduction
       applicable to all  executives of EMS, in which case his then current base
       salary  shall  be  proportionally   reduced  for  the  duration  of  such
       reduction.  Executive shall receive such bonuses and stock options as are
       determined by the Compensation Committee of the Board.

5.     Benefits.  Executive  shall  continue to receive  benefits  equivalent to
       those he presently receives,  including health, dental, life, disability,
       and auto,  and such other  benefits as are  generally  made  available to
       employees and executives of EMS.

6.     Reaffirmation  of  Inventions  and  Non-disclosure  Agreement.  Executive
       acknowledges the ongoing  obligation he has to EMS to disclose and assign
       inventions as well as maintain the  confidentiality  of  proprietary  and
       sensitive  business  information  pursuant to the agreement  presently in
       effect  between the  parties  dated  7/2/87,  a copy of which is attached
       hereto for reference purposes.

7.     No Prior  Agreements.  Except as set forth in  paragraph  6, the  parties
       acknowledge that this is the sole agreement  between them with respect to
       these subject matters and, to the extent any such prior agreements exist,
       whether verbal or written, they are hereby revoked.

8.     Non-Solicitation  of Employees.  For one year from the  Separation  Date,
       regardless of cause or initiating party, Executive shall not, directly or
       indirectly, induce or
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       attempt to induce any employee of EMS,  including its presently  existing
       Affiliates  (at least 50% of the voting stock owned by EMS), to leave the
       employ of EMS.

9.     Noncompetition. During the Term of this Agreement, and for a period equal
       to the length of any Severance  period  thereafter,  Executive  shall not
       directly or indirectly,  own any interest in (other than not more than 5%
       passive stock  ownership in a publicly traded  company),  participate in,
       consult with, or render any services for any business  which is planning,
       considering, or does develop, market, or service ERP software anywhere in
       the United States in the mid-market  segment  (businesses with up to $100
       million in annual revenue).

10.    Separation  Date.  Separation  Date is the date  either  party  elects to
       terminate this Agreement.  the consequences of such termination depend on
       the party  initiating the  termination and the  circumstances  associated
       with such termination.

       a.     If  Executive  quits for a non Event reason or is  terminated  for
              Cause,  there  shall  be no  Severance  (each  term  as  hereafter
              defined)  and  Executive  shall  receive  only such  benefits  and
              compensation as any terminating employee would be entitled to such
              as accrued vacation pay and earned but not yet paid compensation.
       b.     If EMS terminates  Executive  without Cause at any time hereafter,
              Executive  shall be entitled to receive  Severance for a period of
              time depending on whether the  termination i) preceded a Change in
              Control, ii) followed an Asset Change in Control, or iii) followed
              a Shareholder Change in Control.  If circumstance i) applies,  the
              Severance  period  shall  be 9  months,  and if ii) or  iii),  the
              Severance period shall be 12 months.
       c.     If EMS  materially  changes  the Duties of  Executive  at any time
              after the date of this  Agreement (an Event),  Executive may elect
              to treat  such  action  as a  termination  under b) above  and the
              appropriate   Severance   shall   apply   depending   on   whether
              circumstance i), ii), or iii) is present except that, in the event
              of an Asset Change in Control,  the consequent change in authority
              and  responsibility   solely  resulting  from  such  reduction  in
              business  operations,   shall  not  be  deemed  an  Event  without
              requisite Board change.

11.    Definitions.

       a.     Cause shall mean i) a final non-appealable felony conviction which
              substantially  impairs employee's ability to perform his duties or
              ii)  intentional  bad  faith  conduct  which  causes  demonstrable
              serious  financial  injury to EMS  evidenced  by a  binding  final
              judgement, order, or decree.
       b.     Change in Control shall mean the acquisition by any corporation or
              group  of  associated   persons   acting  in  concert,   excluding
              Affiliates,  if any, of EMS as of this date,  of an  aggregate  of
              more than i) 25% of the outstanding  shares of voting stock of EMS
              coupled  with or followed by the  election as  directors of EMS of
              persons who were not directors at the time of such acquisition and
              such

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              persons shall become a majority of the Board  (Shareholder  Change
              in  Control)  or ii)  50%  of the  assets  of EMS  (as  reasonably
              determined  by  EMS'  auditors  according  to  generally  accepted
              accounting principles) coupled with the same director change as in
              i) (Asset Change in Control).


       c.     Severance  shall  mean  the  making  in  advance  of  payments  to
              Executive  (without  any  withholdings),  equivalent  to his gross
              monthly base salary  amount,  for 9 months with a lump sum payment
              of any remaining payments due for the duration of Severance at the
              10th month.  Severance  shall also  include  continuation  for the
              entire  Severance  period  of  health,  dental,  group  life,  and
              disability  as then in  effect  but not less  than in effect as of
              this date.  Severance shall also include,  regardless of Severance
              period duration,  6 months  continuing use of his company car, car
              phone,  lap top, and company  voice and email,  and six (6) months
              executive outplacement with R I Thompson or equivalent.  Severance
              shall also effect an amendment to any  outstanding  option  grants
              immediately  accelerating the vesting of all then unvested options
              and extending the time to exercise all vested options to 12 months
              from such date.

12.    Legal  Interpretation.  If any provision of this Agreement is found to be
       in conflict with  provisions of any  applicable  law, the parties  desire
       that such  conflict not  invalidate  the entire  Agreement and that it be
       construed  to  invalidate  only the  conflicting  provisions  and,  where
       possible,  to reduce the duration or scope of a conflicting  provision to
       the maximum  permitted by law.  This  Agreement  shall be governed by the
       laws of the State of Wisconsin without giving effect to any choice of law
       or conflict of law rules or provisions.

13.    Other  Terms.  Both  parties  agree that any public  announcement  of any
       separation,  except for Cause,  shall require their mutual  consent as to
       the content, subject only to SEC or equivalent requirements.  The parties
       also agree not to, at any time, make any comments concerning the other to
       media,  prospective  or  actual  employers,   employees,   customers,  or
       prospects  which  could  be  reasonably  construed  as  being  in any way
       derogatory or negative of the other.

14.    Costs  of  Enforcement.   In  an  enforcement  action  relating  to  this
       Agreement,   the  prevailing  party,   whether  claimant  or  respondent,
       following  a  final   non-appealable   decision,   shall  be  immediately
       reimbursed by the other party for all its reasonable  out-of-pocket costs
       incurred during such action including attorneys' fees.

15.    Successors.  This Agreement  shall inure to the benefit of and be binding
       upon the successors and assigns, heirs, executors,  and administrators of
       the parties  except that  Executive may not assign or delegate his duties
       hereunder.

16.    Termination.  This  Agreement may be terminated  only upon mutual written
       agreement of the parties.
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Signed at Milwaukee, WI upon the date set forth above.

Effective Management Systems, Inc.                   Executive


Effective Management Systems, Inc.                   Executive


By: _________________________               By: ___________________________
         Title                                                an individual

Witness: ___________________                Witness: ______________________