INSTALLMENT BUSINESS LOAN NOTE

Due May 1, 2001 $600,000.00 Note No. Date: May 14, 1997 Account No. 0026624 Indianapolis, Indiana



Promise to Pay: On or before May 1, 2001 for value received, the undersigned MADE2MANAGE SYSTEMS, INC. (the "Borrower") promises to pay to NBD Bank, N.A., a national banking association (the "Bank") or order, at any office of the Bank in the State of Indiana the sum of Six Hundred Thousand and 00/100 Dollars ($600,000.00) plus interest computed on the basis of the actual number of days elapsed in a year of 360 days at the rate of:



0.75% per annum above the rate announced from time to time by the Bank

as its "prime" rate (the "Note Rate"), which rate may not be the

lowest rate charged by the Bank to any of its customers, until

maturity, whether by acceleration or otherwise, and at the rate

of 3% per annum above the Note Rate on overdue principal from the

date when due until paid. Each change in the "prime" rate will

immediately change the Note Rate.



In no event shall the interest rate exceed the maximum rate allowed by law; any interest payment which would for any reason be unlawful under applicable law shall be applied to principal. Payments may, at the option of the Bank, be applied first to charges, then to interest and then to principal. Acceptance by the Bank of any payment which is less than payment in full of all amounts due and owing at such time shall not constitute a waiver of the Bank's right to receive payment in full at such or any other time.



The Borrower will pay this sum in 11 consecutive monthly installments of interest only on the 1st day of each month, commencing July 1, 1997, and 35 consecutive monthly installments equal to one thirty-sixth of the outstanding principal balance as of May 1, 1998, plus interest, commencing June 1, 1998 until May 1, 2001 at which time the balance plus accrued interest then unpaid shall be due and payable immediately.



LATE FEE: If any payment is not received by the Bank within fifteen (15) days after its due date, the Bank may assess and the Borrower agrees to pay a late fee equal to the lesser of five percent (5%) of the past due amount or Two Hundred and 00/100 Dollars ($200.00).



PREPAYMENT: All prepayments shall be applied to installments of principal in their inverse order of maturity, and no prepayments shall reduce the dollar amount of fixed principal installments required to be paid, until this Note is paid in full.



AGREEMENT: This Note evidences a debt which is subject to the additional terms and conditions of a Credit Agreement between the Borrower and the Bank dated as of June 9, 1995, and any amendments.



SECURITY: To secure the payment of this Note and any other present or future liability of the Borrower to the Bank, whether several, joint, or joint and several, the Borrower pledges and grants to the Bank's continuing security interest in the following described property and all of its additions, substitutions, increments, proceeds and products, whether now owned or later acquired (the "Collateral"): 1. All investment property and other property of the Borrower in the

custody, possession or control of the Bank (other than property held by the

Bank solely in a fiduciary capacity); 2. All property or investment property declared or acknowledged to

constitute security for any past, present or future liability of the

Borrower to the Bank; 3. All balances of deposit accounts of the Borrower with the Bank; 4. The following additional property: All Accounts, Inventory and Equipment.



SETOFF: The Bank has the right at any time to apply its own debt or liability to the Borrower or to any other party liable on this Note in whole or partial payment of this Note or other present or future liabilities of the Borrower to the Bank, without any requirement of mutual maturity.



RELATED DOCUMENTS: The terms and provisions of any loan agreement, mortgage, security agreement or any other document executed as part of the loans evidenced by this Note are incorporated by reference and made part of this Note.



REPRESENTATIONS BY BORROWER: Each Borrower represents that: (a) the execution and delivery of this Note and the performance of the obligations it imposes do not violate any law, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or other third party; (b) this Note is a valid and binding agreement, enforceable recording to its terms; and (c) all balance she ...