PROMISSORY NOTE

Date:         January 1, 1998           Principal:        $394,854

Term:         6 Year                    Interest Rate:    12% Fixed

1.  Principal.  FOR VALUE  RECEIVED,  the  undersigned,  EMS Solutions,  Inc., a
Wisconsin corporation  ("Borrower") with offices at N56 W16743 Ridgewood Dr. Ste
300,  Menomonee  Falls,  WI 53051,  promises  to pay to the  order of  Effective
Management Systems, Inc., its successors and assigns ("Lender"),  at its offices
located at 12000 W. Park Pl.,  Milwaukee,  WI 53224 or such other location as is
designated by Lender,  the principal sum of $394,854,  together with interest as
set forth below.

2. Interest Rate.  The interest rate  hereunder  shall be equal to 12% per annum
compounded annually. The unpaid balance from time to time outstanding shall bear
interest after default or maturity (whether by acceleration or otherwise) at 12%
per annum. Interest shall be computed daily based upon a 360-day year.

3. Term.  Borrower  shall repay  principal and interest on this loan in 72 equal
monthly  payments of  approximately  $7,500 but specifically as set forth in the
attached  and herein  incorporated  amortization  schedule,  with the first such
payment due February 1, 1998.  Each payment  shall be first  applied to interest
accrued and unpaid to the date  payment is received and any  remainder  shall be
applied to principal except that Borrower shall have 10 days grace period before
payment  shall be deemed in default and if paid within such period no additional
shall be applied.

4.  Deferrals.  No additional  deferral of time of payment shall be valid unless
the holder consents in writing with reference to this Note and, if such deferral
is granted,  the deferred  amount shall bear  interest at 12% per annum from the
original due date and shall  become an  additional  obligation  under this Note.
Borrower hereby waives  presentment,  protest,  and notice of dishonor and gives
consent to holder to extend  time,  accept  partial  payments,  and to compound,
release or delay enforcement of rights against any party liable under this Note.

5. Default.  Upon a second default in payment in any 12 month period and written
notice to Borrower  within 90 days of such  second  default,  or,  upon  written
notice, in the event Borrower ceases to exist,  becomes insolvent or the subject
of bankruptcy or insolvency  proceedings,  the entire  principal  balance may be
accelerated  by Lender and, if so,  shall  become  immediately  due and payable.
Interest  after  maturity on the unpaid  principal  balance  hereunder  shall be
charged at 12% per annum.  In the event of default,  Borrower  agrees to pay all
expenses of collection, including reasonable attorneys' fees.

In Witness Whereof, the signatories  represent full authority to enter into this
Note on behalf of their respective  parties and that each has carefully reviewed
the Note and consulted with such experts and advisors as each felt  appropriate.
This Note is executed in Milwaukee, WI.

EMS Solutions, Inc.

By:
      Richard E. Ray, Controller

Receipt Acknowledged
Effective Management Systems, Inc.

By:  
      Michael D. Dunham, President