0001047469-03-009634 Sample Contracts

FORM OF EMPLOYEE RETENTION AGREEMENT
Employee Retention Agreement • March 21st, 2003 • Qad Inc • Services-prepackaged software • California

This EMPLOYEE RETENTION AGREEMENT (this "Agreement"), is made and entered into as of the day of , by and between QAD Inc., a Delaware corporation, with its principal offices located at 6450 Via Real, Carpinteria, California 93013 (together with its successors and assigns permitted under this Agreement, the "Company"), and (the "Employee").

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STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • March 21st, 2003 • Qad Inc • Services-prepackaged software • Delaware

STOCKHOLDERS' AGREEMENT dated as of December 23, 1999, by and among QAD INC., a Delaware corporation (the "Company"), RECOVERY EQUITY INVESTORS II, L.P., a Delaware limited partnership ("REI"), Pamela M. Lopker, Karl F. Lopker and The Lopker Family Trust dated March 23, 1993, a trust formed under the laws of California (the "Lopker Trust") (Pamela M. Lopker, Karl F. Lopker, the Lopker Trust, REI and any other persons who may become party to this Agreement pursuant to the terms hereof, the "Stockholders").

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 21st, 2003 • Qad Inc • Services-prepackaged software • California

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Second Amendment") is made as of March 18, 2003, by and between FOOTHILL CAPITAL CORPORATION, a California corporation ("Lender"), and QAD INC., a Delaware corporation ("Borrower"), with reference to the following facts:

AGREEMENT TO ESCROW FUNDS
Qad Inc • March 21st, 2003 • Services-prepackaged software • California

This Agreement to Escrow Funds (this "Agreement") is entered into as of July 29, 2002, by QAD Inc. ("QAD") and Kathleen M. Fisher, aka Kathleen M. Griggs ("Fisher").

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