Exhibit 4.1

                               FIFTH AMENDMENT TO
                                 LOAN AGREEMENT


          THIS FIFTH AMENDMENT  (this  "Amendment") is entered into as of August
1,  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 (the "Loan Agreement");

          WHEREAS,   Borrowers   have  requested  that  Lender  amend  the  Loan
Agreement,  and Lender  has agreed to do so subject to the terms and  conditions
contained herein;

          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.  Amendments to Loan Agreement.  Subject to the  satisfaction of the
conditions  set forth in  Section 5 hereof,  the Loan  Agreement  is  amended as
follows:

          (a)  Section  2.1(a)  of the Loan  Agreement  is  hereby  amended  and
restated in its entirety, as follows:

          (a) Subject to the terms and  conditions of this  Agreement,  Foothill
agrees to make advances  ("Advances") to Borrowers in an amount  outstanding not
to exceed at any one time the lesser of (i) the  Maximum  Revolving  Amount less
the  outstanding  balance of all undrawn or unreimbursed  Letters of Credit,  or
(ii) the  Borrowing  Base  less  (A) the  aggregate  amount  of all  undrawn  or
unreimbursed  Letters of Credit.  For  purposes  of this  Agreement,  "Borrowing
Base", as of any date of determination, shall mean the result of:

          (x) the lesser of (i) 80% of Eligible Accounts of Borrowers,  less the
amount, if any, of the Dilution Reserve,  and (ii) an amount equal to Borrowers'
Collections with respect to Accounts of Borrowers for the immediately  preceding
100 day period  (provided,  that such period may be adjusted for  seasonality in
Foothill's reasonable credit judgment), minus

          (y) the aggregate amount of reserves,  if any, established by Foothill
under Section 2.1(b), plus


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          (z) the  "Additional  Availability  Amount"  (as defined  below).  The
"Additional  Availability  Amount"  means (i) during the  period  commencing  on
August 1,  1999 and  ending  on  September  15,  1999,  1999 an amount  equal to
$750,000 and (ii) at all times on and after  September  16, 1999 an amount equal
to zero.

          3.  Ratification.  This  Amendment,  subject  to  satisfaction  of the
conditions provided below, shall constitute amendments to the Loan Agreement and
all of the Loan Documents as  appropriate  to express the  agreements  contained
herein.  In all other respects,  the Loan Agreement and the Loan Documents shall
remain  unchanged and in full force and effect in accordance with their original
terms.

          4.  Conditions  to  Effectiveness.  Subject  to  Section 6 below,  the
amendments  to the Loan  Agreement  set  forth in this  Amendment  shall  become
effective  as of the date of this  Amendment  and upon the  satisfaction  of the
following conditions precedent in form and substance satisfactory to Lender:

          (a) Modification  Fee. Borrower shall pay to Lender a modification fee
equal to Seven Thousand Five Hundred Dollars ($7,500).

          (b) No Default. No Event of Default or event which, with the giving of
notice or the passage of time, or both, would become an Event of Default,  shall
have occurred and be  continuing,  and,  after giving  effect to the  amendments
contained  herein, no Event of Default or event which, with the giving of notice
or the passage of time,  or both,  would become an Event of Default,  shall have
occurred and be continuing.

          5. Miscellaneous.

          (a) Warranties  and Absence of Defaults.  In order to induce Lender to
enter into this Amendment,  each Borrower  hereby warrants to Lender,  as of the
date hereof, that:

          (i) The warranties of such Borrower  contained in the Loan  Agreement,
as herein amended,  are true and correct as of the date hereof as if made on the
date hereof.

          (ii) All  information,  reports and other  papers and data  heretofore
furnished to Lender by such Borrower in connection with this Amendment, the Loan
Agreement and the other Loan  Documents are accurate and correct in all material
respects  and  complete  insofar as may be  necessary  to give  Lender  true and
accurate knowledge of the subject matter thereof. Such Borrower has disclosed to
Lender  every fact of which it is aware  which would  reasonably  be expected to
materially and adversely affect the business,  operations or financial condition
of such  Borrower  or the ability of such  Borrower  to perform its  obligations
under  this  Amendment,  the Loan  Agreement  or  under  any of the  other  Loan
Documents.  None of the information  furnished to Lender by or on behalf of such
Borrower  contained  any  material  misstatement  of fact or  omitted to state a
material fact or any fact necessary to make the statements  contained  herein or
therein not materially misleading.


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          (iii) 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.

          (b) Expenses.  Borrowers agree to pay on demand all costs and expenses
of Lender  (including  the reasonable  fees and expenses of outside  counsel for
Lender) in connection with the preparation, negotiation, execution, delivery and
administration of this Amendment and all other instruments or documents provided
for herein or delivered or to be delivered hereunder or in connection  herewith.
In addition, Borrowers agree to pay, and save Lender harmless from all liability
for,  any stamp or other  taxes  which may be  payable  in  connection  with the
execution  or  delivery  of this  Amendment  or the Loan  Agreement,  as amended
hereby,  and the execution and delivery of any instruments or documents provided
for herein or delivered or to be delivered hereunder or in connection  herewith.
All obligations  provided in this Section 6 (b) shall survive any termination of
this Amendment and the Loan Agreement as amended hereby.

          (c) Governing Law. This  Amendment  shall be a contract made under and
governed by the internal laws of the State of California.

          (d)  Counterparts.  This  Amendment  may be  executed in any number of
counterparts,  and by the parties  hereto on the same or separate  counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an
original,  but all such counterparts  shall together  constitute but one and the
same Amendment.

          (e) Reference to Loan Agreement. On and after the effectiveness of the
amendment to the Loan Agreement  accomplished hereby, each reference in the Loan
Agreement to "this Agreement,"  "hereunder," "hereof," "herein" or words of like
import, and each reference to the Loan Agreement in any Loan Documents, or other
agreements,  documents or other instruments  executed and delivered  pursuant to
the Loan  Agreement,  shall mean and be a reference  to the Loan  Agreement,  as
amended by this Amendment.

          (f) Successors. This Amendment shall be binding upon Borrowers, Lender
and their respective  successors and assigns,  and shall inure to the benefit of
Borrowers, Lender and their respective successors and assigns.


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


                                     EMS-EAST, INC., a Massachusetts corporation


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


                                     EFFECTIVE MANAGEMENT SYSTEMS OF
                                     ILLINOIS, INC., an Illinois corporation


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


                                     FOOTHILL CAPITAL CORPORATION,
                                     a California corporation


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



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