PROMISSORY NOTE MODIFICATION AGREEMENT

This  Agreement  is made and entered into on the 1st day of April,  2000,  to be
effective March 31, 2000 ("Agreement Date"), by and between MADE2MANAGE SYSTEMS,
INC. (the "Borrower") and BANK ONE INDIANA, N.A. (the "Lender").

                                   WITNESSETH:

WHEREAS,  Borrower  heretofore  executed  a  promissory  note in the  amount  of
$2,000,000.00  dated  May 19,  1999,  in favor of  Lender  as same may have been
amended  or  modified  from  time to time  ("Promissory  Note");  and,  WHEREAS,
Borrower hereby acknowledges,  agrees, verifies, ratifies and affirms that as of
March 8, 2000, the outstanding  principal balance on the Promissory Note is ZERO
DOLLARS ($-0-) plus accrued interest and charges;  and, WHEREAS,  the Promissory
Note has at all times been, and is now,  continuously  and without  interruption
outstanding  in favor of Lender and  WHEREAS,  Borrower has  requested  that the
Promissory Note be modified to the limited extent as hereinafter set forth; and,
WHEREAS,  Lender  has  agreed to such  modification;  NOW  THEREFORE,  by mutual
agreement of the parties and in mutual consideration of the agreements contained
herein  and  for  other  good  and  valuable  considerations,  the  receipt  and
sufficiency of which is hereby  acknowledged,  the parties hereto agree that the
Promissory Note is modified as hereinafter indicated.

1.       ACCURACY OF RECITALS.
         --------------------

Borrower acknowledges the accuracy of the Recitals, stated above.

2.       MODIFICATION OF PROMISSORY NOTE.
         -------------------------------

         2.1  The maturity  date of the  Promissory  Note is extended from March
31, 2000 to April 30, 2001. On the maturity  date  Borrower  shall pay to Lender
the unpaid principal, accrued and unpaid interest, and all other amounts payable
by Borrower under the Promissory Note and Loan Documents.

         2.2  Each of the Loan Documents is modified to provide that it shall be
a default or an event of default  thereunder  if  Borrower  shall fail to comply
with  any of the  covenants  of  Borrower  herein  or if any  representation  or
warranty  by  Borrower  or by any  guarantor  herein is  materially  incomplete,
incorrect, or misleading as of the date hereof. As used in this Agreement, "Loan
Documents"  shall  include the  Promissory  Note and all  documents  executed by
Borrower(s)  or others in connection  with the Loan which is  represented by the
Promissory Note.

         2.3  Each  reference in the Loan Documents to any of the Loan Documents
shall be a reference to such document as modified herein.

3.       RATIFICATION OF LOAN DOCUMENT AND COLLATERAL.
         --------------------------------------------

The Loan  Documents  are  ratified  and affirmed by Borrower and shall remain in
full force and effect as modified herein.  Any property or rights to or interest
in property  granted as security in the Loan Documents  shall remain as security
for the loan and the obligations of Borrower in the Loan Documents.

<PAGE>

4.       BORROWER REPRESENTATIONS AND WARRANTIES.
         ---------------------------------------

Borrower represents and warrants to Lender:

         4.1  No default or event of default under any of the Loan  Documents as
modified hereby,  nor any event,  that, with the giving of notice or the passage
of time or both,  would be a  default  or an event  of  default  under  the Loan
Documents as modified herein has occurred and is continuing.

         4.2  There  has  been  no  material  adverse  change  in the  financial
conditions  of Borrower or any other person whose  financial  statement has been
delivered to Bank in connection  with the  Promissory  Note from the most recent
financial statement received by Bank.

         4.3  Each and all  representations  and  warranties  of Borrower in the
Loan Documents are accurate on the date hereof.

         4.4  Borrower has no claims, counterclaims,  defenses, or set-offs with
respect to the Loan or the Loan Documents as modified herein.

         4.5  The Promissory Note and Loan Documents as modified  herein are the
legal,  valid, and binding obligation of Borrower,  enforceable against Borrower
in accordance with their terms.

         4.6  Borrower  is validly  existing  under the laws of the State of its
formation or  organization  and has the requisite power and authority to execute
and deliver this Agreement and to perform the Loan Documents as modified herein.
The execution and delivery of this  Agreement  and the  performance  of the Loan
Documents as modified herein have been duly  authorized by all requisite  action
by or on behalf of Borrower. This Agreement has been duly executed and delivered
on behalf of Borrower.

5.       BORROWER COVENANTS.
         ------------------

Borrower covenants with Lender:

         5.1  Borrower  shall  execute,  deliver,  and  provide  to Lender  such
additional  agreements,  documents,  and  instruments as reasonably  required by
Lender to effectuate the intent of this Agreement.

         5.2  Borrower  fully,  finally,  and forever  releases  and  discharges
Lender and its successors,  assigns, directors, officers, employees, agents, and
representatives  from any and all  actions,  cause  of  action,  claims,  debts,
demands, liabilities, obligations, and suits, of whatever kind or nature, in law
or equity of Borrower,  whether now known or unknown to Borrower, (i) in respect
of the Loan,  the Loan  documents,  or the  actions  or  omissions  of Lender in
respect of the Loan or the Loan Documents and (ii) arising from events occurring
prior to the date of this Agreement. As used in this Agreement, "Loan Documents"
shall include the Promissory  Note and all documents  executed by Borrower(s) in
connection with the Loan which is represented by the Promissory Note.
<PAGE>

         5.3  Contemporaneously   with  the   execution  and  delivery  of  this
Agreement, Borrower has paid to Bank:

         5.3.1 All accrued and unpaid interest under the Promissory Note and all
amounts,  other than interest and  principal,  due and payable by Borrower under
the Loan Documents as the date hereof.

6.       EXECUTION AND DELIVERY OF AGREEMENT BY BANK.
         -------------------------------------------

Lender  shall not be bound by this  Agreement  until (i) Lender as executed  and
delivered this Agreement,  (ii) Borrower has performed all of the obligations of
Borrower  under  this  Agreement  to be  performed  contemporaneously  with  the
execution and delivery of this Agreement,  (iii) each  guarantor(s) of the Loan,
if any, has executed this Agreement and (iv) if required by Lender, Borrower and
any   guarantor(s)   have  executed  and  delivered  to  Lender  an  arbitration
resolution,   and  an   environmental   questionnaire,   and  an   environmental
certification and indemnity agreement.

7.       INTEGRATION, ENTIRE AGREEMENT, CHANGE DISCHARGE,
         TERMINATION, OR WAIVER
         ----------------------

The Loan  Documents as modified  herein contain the complete  understanding  and
agreement of Borrower and Lender in respect of the Loan and  supersede all prior
representations,   warranties,  agreements,  arrangements,  understandings,  and
negotiations.  No  provision  of the Loan  Documents  as modified  herein may be
changed,  discharged,  supplemented,  terminated,  or waived except in a writing
signed by the parties thereto.

8.       BINDING EFFECT.
         --------------

The Loan  Documents as modified  herein shall be binding upon and shall inure to
the  benefit of  Borrower  and Lender and their  successors  and assigns and the
executors, legal administrators,  personal representatives, heirs, devisees, and
beneficiaries of Borrower, provided, however, Borrower may not assign any of its
right  or  delegate  any of its  obligation  under  the Loan  Documents  and any
purported assignment or delegation shall be void.

9.       CHOICE OF LAW.
         -------------

This Agreement shall be governed by and construed in accordance with the laws of
the State of Indiana without giving effect to conflicts of law principles.

10.      COUNTERPART EXECUTION.
         ---------------------

This Agreement may be executed in one or more counterparts,  each of which shall
be deemed an original and all of which  together  shall  constitute  one and the
same  document.  Signature  pages  may be  detached  from the  counterparts  and
attached to a single copy of this Agreement to physically form one document.

11.      NOT A NOVATION.
         --------------

This  Agreement  is a  modification  only  and not a  novation.  Except  for the
above-quoted  modification(s),  the  Promissory  Note, 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
Agreement is to be considered  attached to the  Promissory  Note and made a part
thereof.  This  Agreement  shall not  release  or affect  the  liability  of any
guarantor,  surety or  endorser of the  Promissory  Note or release any owner of
collateral   securing  the   Promissory   Note.   The  validity,   priority  and
enforceability of the Promissory Note shall not be impaired hereby.

<PAGE>

                                   MADE2MANAGE SYSTEMS, INC.

                                   By:      /s/ David B. Wortman
                                            -----------------------------------
                                            David B. Wortman
                                           (Printed Name and Title)



BANK ONE'S ACCEPTANCE

The foregoing  Promissory  Note  Modification  Agreement is hereby agreed to and
acknowledged this 1st day of April, 2000.

                                   BANK ONE, INDIANA, N.A.

                                   By:      /s/ Edward R. Salm
                                            -----------------------------------
                                            Edward R. Salm, Vice President