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                                                                  EXHIBIT 10.52

                       NINTH AMENDMENT TO OFFICE LEASE



     This Ninth Amendment to Office Lease is entered into between Matco
Enterprises, Inc., a Washington corporation, hereinafter referred to as
"Landlord", and QAD. Inc., a California corporation, hereinafter referred to
as "Tenant".

     This Ninth Amendment to Office Lease is made in reference to the
following facts:

     A. Landlord and Tenant entered into an Office Lease dated November 30,
1992, for Suites I, K and L located at 5464 Carpinteria Avenue, Carpinteria,
California, hereinafter "Office Lease".

     B. Landlord and Tenant entered into a First Amendment To Office Lease
dated September 9, 1993, whereby Landlord leased Suites C and H to Tenant on
the terms and conditions of the First Amendment To Office Lease.

     C. Landlord and Tenant entered into a Second Amendment To Office Lease
dated January 14, 1994, whereby Landlord leased Suite J to Tenant on the terms
and conditions of the Second Amendment To Office Lease.

     D. Landlord and Tenant entered into a Third Amendment To Office Lease
dated January 14, 1994, whereby Landlord leased Room B in the basement and
temporarily leased Room C in the basement on the terms and conditions of the
Third Amendment to Office Lease.

     E. Landlord and Tenant entered into a Fourth Amendment to Office Lease
dated February 15, 1994, whereby Landlord and Tenant agreed the Office Lease
would terminate as to Suite H only.

     F. Landlord and Tenant entered into a Fifth Amendment to Office Lease
dated September 12, 1994, whereby Landlord leased Suites G and E to Tenant on
the terms and conditions of the Fifth Amendment to Office Lease.

     G. Landlord and Tenant entered into a Sixth Amendment to Office Lease
dated October 30, 1996, whereby Landlord leased Suites A,B,D,F,H, and
Basement Room A to Tenant on the terms and conditions of the Sixth Amendment
to Office Lease.

                                       1.

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     H. Landlord and Tenant entered into a Seventh Amendment to  Office Lease
dated February, 1998, memorializing the terms and conditions of Tenant's
exercise of its first one year option to renew the lease for one additional
year for Suites I,K,L,C,J and Basement B.

     I. Landlord and Tenant entered into an Eight Amendment to Office Lease
dated February, 1999, memorializing the terms and conditions of Tenant's
exercise of its second and third one year options to renew the lease for two
additional years for Suites I,K,L,C,J and Basement B.

     J. The tenant desires to exercise its first option to renew the lease
for Suites G and E pursuant to the terms and conditions of the Office Lease
as Amended.

     IT IS AGREED:

     1. RENEWAL OF LEASE.
     Tenant hereby exercises the first option to renew the lease as to Suites
G and E from September 1, 1999 to August 31, 2000.

     2. RENT FOR SUITES G AND E
     Tenant shall pay to Landlord as minimum monthly rent without deduction,
setoff, prior notice, or demand, the sum of $5,501.30 ($1.45/per square foot
times 3,794 square feet of net rentable square footage of Suites G and E) in
advance on the first day of each month commencing September 1, 1999 and
continuing during the term of the renewal of the Lease provided for above.

     3. ADDITIONAL TERMS.
     Except where inconsistent with this Ninth Amendment to Office Lease, the
terms and conditions of the Office Lease, as amended in the First, Second,
Third, Fourth, Fifth, Sixth, Seventh and Eighth Amendment to Office Lease,
shall apply equally to this renewal option period for Suites G and E as to
the remainder of the building, including the cost of living adjustment on
January 1st of each year pursuant to the terms of Paragraph 5(b) of the
Office Lease.

                                       2.

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     IN WITNESS WHEREOF, the parties have executed this Ninth Amendment To
Office Lease on August 23rd, 1999.

     LANDLORD:                                    MATCO ENTERPRISES, INC., a
                                                  Washington corporation


                                                  By /s/ MERIKO TAMAKI
                                                     ------------------------
                                                     MERIKO TAMAKI, President

     TENANT:                                       QAD, INC.

                                                  By /s/ KARL LOPKER
                                                     -------------------------
                                                     KARL LOPKER, CEO

                                                  By /s/ PAM LOPKER
                                                     -------------------------
                                                     PAM LOPKER, President


                                       3.