<PAGE>

[LOGO]

                                                                  EXHIBIT 10.50

                               PROMISSORY NOTE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL           LOAN DATE       MATURITY       LOAN NO      CALL        COLLATERAL      ACCOUNT      OFFICER    INITIALS
<S>                 <C>             <C>            <C>          <C>         <C>             <C>          <C>        <C>
$5,000,000.00       11-08-1999      11-08-2004                                7400                         NC
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular
loan or item.
-------------------------------------------------------------------------------------------------------------------------------
BORROWER:  QAD ORTEGA HILL, LLC, a Delaware Limited                 LENDER:  FIRST CREDIT BANK, A California Banking Corporation
           Liability Company, d/b/a/ QAD OH, LLC in California              SUNSET-DOHENY BRANCH
           6450 Via Real                                                    9255 SUNSET BOULEVARD
           Carpinteria, CA  93013                                           WEST HOLLYWOOD, CA  90069
===============================================================================================================================

Principal Amount:  $5,000,000.00                    Initial Rate:  10.750%                  Date of Note: November 8, 1999
</TABLE>

PROMISE TO PAY. QAD ORTEGA HILL, LLC, a Delaware Limited Liability Company,
d/b/a QAD OH, LLC in California ("Borrower") promises to pay to FIRST CREDIT
BANK, A California Banking Corporation ("Lender"), or order, in lawful money
of the United States of America, the principal amount of Five Million &
00/100 Dollars ($5,000,000.00), together with interest on the unpaid
principal balance from November 8, 1999, until paid in full.

PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 59 principal payments of $20,000.00 each and
one final principal and interest payment of $3,854,877.12. Borrower's first
principal payment is due December 8, 1999, and all subsequent principal
payments are due on the same day of each month after that.  In addition,
Borrower will pay regular monthly payments of all accrued unpaid interest due
as of each payment date. Borrower's first interest payment is due December 8,
1999, and all subsequent interest payments are due on the same day of each
month after that. Borrower's final payment due November 8, 2004, will be for
all principal and accrued interest not yet paid. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate
in writing. Unless otherwise agreed or required by applicable law, payments
will be applied first to any unpaid collection costs and any late charges,
then to any unpaid interest, and any remaining amount to principal.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an index which is Lender's Prime Rate
(the "Index"). This is the rate Lender charges, or would charge, on 90-day
unsecured loans to the most creditworthy corporate customers. This rate may
or may not be the lowest rate available from Lender at any given time. Lender
will tell Borrower the current Index rate upon Borrower's request. Borrower
understands that Lender may make loans based on other rates as well. The
interest rate change will not occur more often than each day. The Index
currently is 8.250% per annum. The interest rate to be applied to the unpaid
principal balance of this Note will be at a rate of 2.500 percentage points
over the Index, resulting in an initial rate of 10.750% per annum. NOTICE:
Under no circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject
to refund upon early payment (whether voluntary or as a result of default),
except as otherwise required by law. Except for the foregoing, Borrower may
pay without penalty all or a portion of the amount owed earlier than it is
due. Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower's obligation to continue to make payments under the
payment schedule. Rather, they will reduce the principal balance due and may
result in Borrower making fewer payments.

LATE CHARGE. If a payment is 10 DAYS OR MORE LATE, Borrower will be charged
5.000% OF THE REGULARLY SCHEDULED PAYMENT OR $50.00, WHICHEVER IS GREATER.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform
when due any other term, obligation, covenant, or condition contained in this
Note or any agreement related to this Note, or in any other agreement or loan
Borrower has with Lender. (c) Any representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf is false or
misleading in any material respect either now or at the time made or
furnished. (d) Borrower dissolves (regardless of whether election to continue
is made), any member withdraws from Borrower, any member dies, or any of the
members or Borrower becomes insolvent, a receiver is appointed for any part
of Borrower's property, Borrower makes an assignment for the benefit of
creditors, or any proceeding is commenced either by Borrower or against
Borrower under any bankruptcy or insolvency laws. (e) Any creditor tries to
take any of Borrower's property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with
Lender. (f) Any guarantor dies or any of the other events described in this
default section occurs with respect to any guarantor of this Note. (g) A
material adverse change occurs in Borrower's financial condition, or Lender
believes the prospect of payment or performance of the indebtedness is
impaired. (h) Failure to meet the deadlines required in the Year 2000
Compliance Agreement to be Year 2000 Compliant or a reasonable likelihood
that Borrower cannot be Year 2000 Compliant on or before December 31, 1999.

If any default, other than a default in payment, is curable and if Borrower
has not been given a notice of breach of the same provision of this Note
within the preceding twelve (12) months, it may be cured (and no event of
default will have occurred) if Borrower, after receiving written notice from
Lender demanding cure of such default: (a) cures the default within fifteen
(15) days; or (b) if the cure requires more than fifteen (15) days,
immediately initiates steps which Lender deems in Lender's sole discretion to
be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon Borrower's failure to
pay all amounts declared due pursuant to this section, including failure to
pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, do one or both of the following: (a) increase the variable
interest rate on this Note to 7.500 percentage points over the Index, and (b)
add any unpaid accrued interest to principal and such sum will bear interest
therefrom until paid at the rate provided in this Note (including any
increased rate). Lender may hire or pay someone else to help collect this
Note if Borrower does not pay. Borrower also will pay Lender that amount.
This includes, subject to any limits under applicable law, Lender's
attorneys' fees and Lender's legal expenses whether or not there is a
lawsuit, including attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or
injunction), appeals, and any anticipated post-judgment collection services.
Borrower also will pay any court costs, in addition to all other sums
provided by law. This note has been delivered to Lender and accepted by
Lender in the State of California. If there is a lawsuit, Borrower agrees
upon Lender's request to submit to the jurisdiction of the courts of LOS
ANGELES County, the State of California. Lender and Borrower hereby waive the
right to any jury trial in any action, proceeding, or counterclaim brought by
either Lender or Borrower against the other. Subject to the provisions on
arbitration, this Note shall be governed by and construed in accordance with
the laws of the State of California.

COLLATERAL. Borrower acknowledges this Note is secured by, in addition to any
other collateral, a Deed of Trust dated November 8, 1999, to a trustee in
favor of Lender on real property located in Santa Barbara County, State of
California. That agreement contains the following due on sale provision:
Lender may, at its option, declare immediately due and payable all sums
secured by this Note upon the sale or transfer, without the Lender's

<PAGE>

11-08-1999                     PROMISSORY NOTE                          PAGE 2
                                 (Continued)

===============================================================================

prior written consent, of all or any part of the Real Property, or any
interest in the Real Property. A "sale or transfer" means the conveyance of
Real Property or any right, title or interest therein; whether legal,
beneficial or equitable; whether voluntary or involuntary; whether by
outright sale, deed, installment sale contract, land contract, contract for
deed, leasehold interest with a term greater than three (3) years,
lease-option contract, or by sale, assignment, or transfer of any beneficial
interest in or to any land trust holding title to the Real Property, or by
any other method of conveyance of Real Property interest. If any Trustor is a
corporation, partnership or limited liability company, transfer also includes
any change in ownership of more than twenty-five percent (25%) of the voting
stock, partnership interests or limited liability company interests, as the
case may be, of Trustor. However, this option shall not be exercised by
Lender if such exercise is prohibited by applicable law.

ARBITRATION. Lender and Borrower agree that all disputes, claims and
controversies between them, whether individual, joint, or class in nature,
arising from this Note or otherwise, including without limitation contract
and tort disputes, shall be arbitrated pursuant to the Rules of the American
Arbitration Association, upon request of either party. No act to take or
dispose of any collateral securing this Note shall constitute a waiver of
this arbitration agreement or be prohibited by this arbitration agreement.
This includes, without limitation, obtaining injunctive relief or a temporary
restraining order; invoking a power of sale under any deed of trust or
mortgage; obtaining a writ of attachment or imposition of a receiver; or
exercising any rights relating to personal property, including taking or
disposing of such property with or without judicial process pursuant to
Article 9 of the Uniform Commercial Code. Any disputes, claims, or
controversies concerning the lawfulness or reasonableness of any act, or
exercise of any right, concerning any collateral securing this Note,
including any claim to rescind, reform, or otherwise modify any agreement
relating to the collateral securing this Note, shall also be arbitrated,
provided however that no arbitrator shall have the right or the power to
enjoin or restrain any act of any party. Lender and Borrower agree that in
the event of an action for judicial foreclosure pursuant to California Code
of Civil Procedure Section 726, or any similar provision in any other state,
the commencement of such an action will not constitute a waiver of the right
to arbitrate and the court shall refer to arbitration as much of such action,
including counterclaims, as lawfully may be referred to arbitration. Judgment
upon any award rendered by any arbitrator may be entered in any court having
jurisdiction. Nothing in this Note shall preclude any party from seeking
equitable relief from a court of competent jurisdiction. The statute of
limitations, estoppel, waiver, laches, and similar doctrines which would
otherwise be applicable in an action brought by a party shall be applicable
in any arbitration proceeding, and the commencement of an arbitration
proceeding shall be deemed the commencement of an action for these purposes.
The Federal Arbitration Act shall apply to the construction, interpretation,
and enforcement of this arbitration provision.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other  person
who signs, guarantees or endorses this Note, to the extent allowed by law,
waive any applicable statute of limitations, presentment, demand for payment,
protest and notice of dishonor. Upon any change in terms of this Note, and
unless otherwise expressly stated in writing, no party who signs this Note,
whether as maker, guarantor, accommodation maker or endorser, shall be
released from liability. All such parties agree that Lender may renew or
extend (repeatedly and for any length of time) this loan, or release any
party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All
such parties also agree that Lender may modify this loan without the consent
of or notice to anyone other than the party with whom the modification is
made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER
AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF COMPLETED COPY OF
THE NOTE.

BORROWER:

QAD ORTEGA HILL, LLC, A Delaware Limited Liability Company, d/b/a QAD OH, LLC
in California

By: /s/ Barry Anderson
    -----------------------------------
    Barry R. Anderson, Manager

===============================================================================