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Exhibit 10.1    
  


 
  LEASE TERMINATION AGREEMENT    
  


        THIS AGREEMENT, dated this 31 day of July, 2002, between Brandywine Operating Partnership, L.P. ("Landlord"), and QAD, Inc. ("Tenant"), with respect
to a portion of the certain premises located in the building (the "Building") commonly known as 10000 Midlantic Drive, Mt. Laurel, New Jersey. 


 
 

RECITALS:    
  



        (a)  Landlord
and Tenant entered into a lease (undated) for 57,271 square feet in the Building, which lease was amended on April 26, 1994, May 30, 1995,
November 30, 1995, July 14, 1998 and December 5, 2001 (collectively, the "Lease"). 


        (b)  Tenant
currently occupies 65,545 rentable square feet in the Building under the Lease (the "Premises"). 


        (c)  The
Term of the Lease is scheduled to expire on or about August 31, 2006. 


        (d)  Landlord
and Tenant wish to provide for the earlier termination of a portion of the Premises containing 22,287 rentable square feet located on the 2nd
floor East Wing of the Building as more specifically described on Exhibit "A" attached hereto and made a part hereof ("Reduction Space") and to stipulate as to the payment due on termination, all on
the terms and conditions stated herein. 



 
 

AGREEMENT:    
  


        NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows: 



        1.    TERMINATION DATE.    Provided that Tenant shall have complied with all of its covenants and agreements under the
Lease and hereunder, the Lease of the Reduction Space shall terminate on the date which is ninety (90) days from the date that the Replacement Tenant (ARI) executes a lease with Brandywine
Realty Trust ("Termination Date"), in the same manner and with the same effect as if that date had been originally fixed in the Lease for the expiration of the term, conditioned on the performance by
the parties of the provisions of this Agreement. If Tenant fails to vacate the Reduction Space on the Termination Date, or in the event of any other default hereunder or under the Lease, Landlord's
remedies shall be as specified in the Lease. 


        2.    OUTSTANDING RENT AND OTHER CHARGES.    Tenant shall pay to Landlord all rent and other charges as specified in
the Lease through December 31, 2002 as if this Agreement was not in effect. Any charges which cannot be ascertained prior to the Termination Date shall be estimated by Landlord and Tenant shall
pay such estimated amount. All such amounts shall be used and held by Landlord for payment of such obligations of Tenant, with Tenant being liable for any additional costs upon demand by Landlord, or
with any excess to be returned to Tenant after all such obligations have been determined and satisfied. 



        3.    TERMINATION PAYMENT.    In consideration of the early termination of the Reduction Premises and release of
Tenant from its prospective rental obligations for such space, and as a condition precedent to such termination, Tenant shall pay Landlord, together with its execution and delivery of this Agreement,
the amount of One Hundred and Fifty Thousand Dollars ($ 150,000.00), as a lump sum payment ("Termination Payment") as well as forfeit the $5.00 per square foot Tenant Improvement Allowance for the
entire Premises of 65,545 rsf or $327,725.00. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected
rentals from Tenant over the remainder of the scheduled term. 



        5.    OPTIONS AND RIGHTS.    Any options of Tenant to renew the Lease, whether or not exercised prior to the date
hereof, are null and void and of no further effect. In addition, Exhibit G—Right of First Offer shall be amended to apply only to the West Wing of the building except in the event
that ARI vacates the 10000 Midlantic Drive building, which at that point the Right of First Offer reverts back to QAD for the East and West wings. 


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        6.    REPRESENTATION OF PARTIES.    Each party represents that it has not made any assignment, sublease, transfer,
conveyance, or other disposition of the Lease, or interest in the Lease, or any claim, demand, obligation, liability, action, or cause of action arising from the Lease, and that it has full right,
power and authority to enter into this Agreement. 


        7.    ATTORNEY'S FEES.    If either party commences an action against the other party arising out of or in connection
with this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorney's fees and costs of suit. 


        8.    FURTHER ASSURANCES.    Each party agrees to cooperate with the other and to execute and deliver all such further
instruments and documents and do all such further acts and things as such party may be reasonably requested to do from time to time by the other party in order to carry out the provisions and
objectives of this Agreement. 


        9.    SUCCESSORS.    This Agreement shall be binding on and inure to the benefit of the parties and their successors. 



        10.    LANDLORD NOT BOUND.    Submission of this Agreement to Tenant shall not be deemed to be an offer. Landlord
shall not be bound by this Agreement, and the Lease shall remain in full force and effect without reference to this Agreement, until it has received a copy hereof duly executed by Tenant together with
the Termination Payment, and has delivered to Tenant a copy hereof duly executed by Landlord, and until such delivery Landlord reserves the right to nullify this Agreement. 


        11.    LIMITATION OF LANDLORD'S LIABILITY.    Redress for any claims against Landlord under the Lease or this
Agreement shall only be made against Landlord to the extent of Landlord's interest in the Building of which the leased Premises are a part. The obligations of Landlord under the Lease and this
Agreement are not intended to and shall not be personally binding on, nor shall any resort be had to the private properties of, any of its trustees or board of directors and officers, as the case may
be, its investment manager, the general partners thereof, or any beneficiaries, stockholders, employees, or agents of Landlord or the investment manager. 


        IN
WITNESS WHEREOF, Landlord and Tenant have executed this Lease Termination Agreement as of the day and year first written above. 



	LANDLORD:	 	TENANT:
	BRANDYWINE OPERATING PARTNERSHIP, L.P.	 	QAD, INC.
	

 	

 	
 	

 	

 
	By:	Brandywine Realty Trust, its general partner	 	By:	/s/  KATHLEEN M. FISHER      
 Kathleen M. Fisher
 Executive V.P.,
CFO
	

 	

 	
 	

 	

 
	By:	/s/  GEORGE D. JOHNSTONE      
 George D. Johnstone
 Vice President	 	Date:	8-12-02

	

 	

 	
 	

 	

 
	Date:	9-19-02
	 	 	 
	 	 	 	 	 




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Exhibit 10.1


LEASE TERMINATION AGREEMENT

RECITALS

AGREEMENT