<PAGE>

                                                                   EXHIBIT 10.14

CONFIDENTIAL AND PROPRIETARY
                                                            Agreement No. 94151V

                     VALUE ADDED RESELLER LICENSE AGREEMENT
                              FOR UNIFACE SOFTWARE
                                  ("Agreement")

THIS AGREEMENT is between:

         JDA Software Group, Inc.
         14400 North 87th Street
         Scottsdale, AZ 85260-3649

hereafter "VAR" and Compuware Corporation, a Michigan corporation, with offices
+at 31440 Northwestern Highway, Farmington Hills, M1 48334, United States,
(hereafter "Compuware") effective April 1, 2000, ("Effective Date") and ending
March 31, 2005, ("Term"). This Term may be extended an additional three (3)
years upon mutual consent of VAR and Compuware.

[LOGO OF COMPUWARE]

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL

                                      -1-
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CONFIDENTIAL AND PROPRIETARY

                                Table of Contents

<TABLE>
<S>                                                                           <C>
I.       PARTIES............................................................   3

II.      SCOPE OF THIS AGREEMENT............................................   3

III.     DEFINITIONS........................................................   3

IV.      TERMS AND CONDITIONS...............................................   5

V.       ENTIRE AGREEMENT...................................................  19

VI.      EXHIBIT LIST.......................................................  20

VII.     EXHIBIT I. VAR PROFILE.............................................  21

IX.      EXHIBIT II. REMARKETERS LIST.......................................  24

X.       EXHIBIT III. COMPUWARE TRIAL AGREEMENT.............................  26

XI       EXHIBIT IV. VAR QUARTERLY ROYALTY REPORT...........................  27

XII.     EXHIBIT V. NON-DISCLOSURE AGREEMENT................................  28

XIII.    EXHIBIT VI. SAMPLE COMPUWARE LICENSE AGREEMENT AND
         PRODUCT SCHEDULE...................................................  31
</TABLE>

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -2-
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I.   PARTIES

     Compuware designs, develops and licenses computer programs and provides
     related services. VAR is a "value added reseller", as defined herein, of
     computer programs and related services. Each party represents that it is
     engaged in the business described herein and that it has all rights and
     authority to enter into this Agreement and undertake the obligations
     contained herein.

II.  SCOPE OF THIS AGREEMENT

     Subject to the terms and conditions of this Agreement, including the
     Exhibits referenced herein, Compuware agrees to license and provide, and
     VAR agrees to license UNIFACE Software and purchase services on a worldwide
     basis as defined herein during the term of this Agreement. Specifically,
     this Agreement grants VAR the right to incorporate into the VAR Application
     Software and distribute to its customers:

     -  UNIFACE Runtime
     -  Application Server
     -  Component Server
     -  Web Application Server
     -  Polyserver

This Agreement DOES NOT include right to distribute:

     -  UNIFACE Development Licenses
     -  General Use UNIFACE Runtime Licenses
     -  UNIFACE Mainframe Software

III. DEFINITIONS

     (a)  "Annual Maintenance Plan" means the Support Services described herein
          to be provided by Compuware to VAR for UNIFACE Software during a one
          year period.

     (b)  "VAR Application Software" means the specific computer software
          program developed by VAR using UNIFACE Software and containing UNIFACE
          Content as described in Exhibit 1. VAR Application Software includes
          Deployment Software.

     (c)  "UNIFACE Content" means software developed with the UNIFACE
          Development environment or containing elements of the UNIFACE runtime
          system. VAR software that meets the following criteria does not
          contain UNIFACE Content: (i) sold as a separate line item by VAR for
          use with VAR Application Software; (ii) does not use any UNIFACE data
          access mechanisms to access data; (iii) can execute without using any
          element of UNIFACE; (iv) can execute on a system on which UNIFACE is
          not installed; (v) does not access the UNIFACE meta dictionary; and
          (vi) was not built using the UNIFACE development environment.

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CONFIDENTIAL AND PROPRIETARY

         (d)      "UNIFACE Software" means the object code version of the
                  Compuware software program "UNIFACE Application Development
                  and Deployment System", listed in Exhibit I, in such form,
                  version, release and content as initially licensed to VAR
                  under this Agreement including a copy of any user
                  documentation normally supplied by Compuware.

         (e)      "Deployment Software" means the object code, run-time portion
                  of UNIFACE Software incorporated in the VAR Application
                  Software.

         (f)      "Development Software" means the development portion of
                  UNIFACE Software to be accessed and used solely by the VAR
                  only to develop, maintain or modify the VAR Application
                  Software, including VAR Application Software development or
                  enhancements for specific End User installation requirements.

         (g)      "End User" means a VAR Application Software licensee.

         (h)      "Proprietary Information" means UNIFACE Software, VAR
                  Application Software and any other information (including
                  business information) confidential to Compuware or its
                  licensors, or confidential to VAR or its licensors which is
                  disclosed to Compuware by VAR or to VAR by Compuware.

         (i)      "Severity One Defect" means a defect exclusively within the
                  Deployment Software that causes the VAR Application Software
                  to: (i) fail to execute; (ii) malfunction in a manner that
                  adversely affects data integrity in the database or in the
                  reporting of data; or (iii) sustain a highly visible error
                  with no available workaround.

         (j)      "Support Services" as used herein means the standard Compuware
                  software maintenance services for UNIFACE Software, including
                  all copies of Development and Deployment Software. Such
                  Support Services are mandatory for UNIFACE Software licensed
                  to develop and support VAR Application Software and must be
                  procured on an annual bases. If VAR permanently discontinues
                  its use of a product it may elect to discontinue maintenance.

         (k)      "Royalties" means the monies due to Compuware for each license
                  of VAR Application Software as set forth in Exhibit I.

         (l)      "Sales and Marketing Purposes" means Deployment Software used
                  by VAR, its agents or distributors for sales, benchmarking, or
                  demonstrating the VAR Application Software. Said use shall be
                  limited to periods of up to 30 days per perspective End User.

         (m)      "Major Release" is a new version of UNIFACE Software as
                  defined by Compuware that includes new functionality.
                  Typically, a Major Release is indicated by a change in release
                  number to the right of the decimal point (i.e. the conversion
                  from UNIFACE 7.1 to 7.2).

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -4-
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         (n)      "Maintenance Release" is a change made within one Major
                  Release that may contain bug fixes and/or improvements (e.g.,
                  from UNIFACE 6.1.d to UNIFACE 6.1 .e; from UNIFACE 7.1.01 to
                  7.1.02, etc.).

IV.      TERMS AND CONDITIONS

         1.       Value Added Reseller License

         (a)      Compuware grants VAR a non-exclusive, non-transferable license
                  to use UNIFACE Software only to market, develop and deploy VAR
                  Application Software upon the terms and conditions herein
                  contained on the platforms and in the operating environments
                  at the location identified on Exhibit I and in Product
                  Schedule(s). Such license for marketing will be limited for
                  use by VAR, its contractors, agents and distributors for Sales
                  and Marketing Purposes. Such license for development will be
                  limited for use by JDA employees or contractors to develop,
                  modify, enhance and maintain the VAR Application Software
                  defined in Exhibit I. Such license for deployment will be
                  limited to an authorized market and territory assignment as
                  defined in Exhibit I. Except as expressly hereby authorized,
                  VAR is not licensed by this Agreement to use the UNIFACE
                  Software for any other purpose. VAR agrees to maintain
                  sufficient development licenses to meet peak usage
                  requirements, such that at no time are there more development
                  licenses installed on VARs, VAR's contractors, or VAR's agents
                  machines than have been purchased by VAR.

                  (b)      The parties hereby agree and undertake at all times
                  during the term of this Agreement:

                  -        conduct business in a businesslike manner and not
                           engage in deceptive, misleading, illegal or unethical
                           business practices.

                  -        VAR will accurately represent the VAR Application
                           Software in terms of function and performance;

                  -        VAR will market the VAR Application Software only
                           pursuant to terms which are consistent with the terms
                           of this Agreement;

                  -        not make any representations, warranties or
                           guarantees that are inconsistent with or in addition
                           to those made in this Agreement;

                  -        VAR will provide End Users with technical and
                           maintenance support;

                  -        notify the other party immediately of any legal or
                           other notices which come to such party's knowledge
                           and which may potentially affect the other party, its
                           licensors and/or vendors and,

                  -        VAR will promptly respond to any verified complaints
                           regarding VAR Application Software received from its
                           End Users.

         (c)      By paying the fees then in effect, minus applicable discounts,
                  the UNIFACE Software may be licensed for use on qualified
                  alternate platforms and in additional operating environments.

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -5-
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         (d)      Title to UNIFACE Software will remain with Compuware. VAR will
                  acquire no rights to any UNIFACE Software, except to the
                  extent VAR acquires the right to use the UNIFACE Software to
                  market, develop and deploy VAR Application Software.

         (e)      Title to VAR Application Software will remain with VAR.
                  Compuware will acquire no rights to any VAR Application
                  Software.

         (f)      Except for subsidiaries that are at least fifty-one percent
                  (51%) owned or controlled by VAR, VAR shall not assign or
                  transfer its rights in, or obligations under, this Agreement
                  without the prior written consent of Compuware. In the event
                  of the sale of all or substantially all of VAR's assets,
                  Compuware will allow the new entity to license the UNIFACE
                  Software under substantially the same terms contained herein
                  at the then current published license fee, less the previously
                  paid license fees for the UNIFACE Software licensed to VAR.
                  Compuware reserves the right to withhold this option if the
                  new entity is a direct competitor of Compuware, an entity with
                  which Compuware is involved in litigation, or an entity with
                  which Compuware has encountered a previous incidence of
                  intellectual property right infringement. Any assignment or
                  transfer prohibited by this provision will be void.

         (g)      In no event is VAR authorized hereunder to enter into an
                  agreement with others to distribute, remarket or otherwise
                  sub-license VAR Application Software, other than those
                  distributors identified in Exhibit II, without the prior,
                  written consent of Compuware, which shall not be unreasonably
                  withheld. Any such agreement with others shall be limited to
                  the distribution of VAR Application Software and shall contain
                  no other rights or provisions that may jeopardize the
                  intellectual property rights of Compuware.

         (h)      The VAR Application Software shall not contain Development
                  Software, and nothing in this Agreement shall authorize, grant
                  or otherwise permit the transfer or disclosure of Development
                  Software by VAR to others.

         (i)      VAR shall observe all applicable laws and regulations in
                  respect of and obtain all necessary licenses, consents and
                  permissions required for the marketing and license of VAR
                  Application Software, (including without limitation, the U.S.
                  Export Administration Regulations and U.S. Department of
                  Commerce Regulations and EU dual use legislation and local
                  import and export regulations regarding the export or transfer
                  of goods), and VAR shall provide Compuware with all
                  information reasonably necessary to ensure that the UNIFACE
                  Software complies with local laws and regulations and promptly
                  advise Compuware of any change or proposed change in such laws
                  and regulations known to VAR.

         (j)      VAR and Compuware may modify the Market and Territory
                  Assignment set out in Exhibit I by prior written agreement.

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -6-
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CONFIDENTIAL AND PROPRIETARY

         (k)      VAR acknowledges that each copy of UNIFACE Software and the
                  Deployment Software included in VAR Application Software
                  licensed to an End-User will require a software enabling key
                  ("SEK") that will be issued by Compuware upon receipt of: (i)
                  name and address of End-User, (ii) description of products,
                  (iii) Royalty, and (iv) description of the End-User's
                  infrastructure (i.e. Platforms, databases, etc.).

         (l)      VAR shall include in the VAR Application Software and on the
                  exterior label of every media, a copyright notice in this
                  form: "Portions of this program, Copyright 199___, Compuware,
                  All Rights Reserved." In cases where the VAR Application
                  Software is contained in Read-Only-Memory (ROM) chips, a
                  copyright notice in the form listed above, must be displayed
                  on the exterior of the chip and internally in the chip in
                  ASCII literal form.

         (m)      In order to ensure that VAR will be capable of providing
                  support to End Users and as a condition to the right of VAR to
                  grant sublicenses to End Users pursuant to the terms of this
                  Agreement, VAR agrees that, with respect to each qualified
                  hardware, platform and operating system configuration set
                  forth on Exhibit I for which VAR intends to grant a
                  sublicense, VAR shall purchase a license from Compuware for
                  use of the UNIFACE Software on such designated platform and
                  configurations in the quantities required by VAR to develop
                  deploy, maintain and support VAR Application Software, shall
                  install the UNIFACE Software on such designated platforms and
                  configuration and shall obtain and maintain the Support
                  Services for such UNIFACE Software.

         (n)      VAR shall have the right to use VAR Application Software
                  incorporating the Deployment Software, without incurring any
                  obligation to pay royalties to Compuware in respect thereof,
                  for Sales and Marketing Purposes.

         (o)      VAR may deliver copies of the VAR Application Software to a
                  prospective End User on a trial basis for evaluation purposes
                  only after such prospective End User has signed a trial
                  license with provisions comparable to those contained in the
                  Compuware Trial Agreement, a copy of which is attached as
                  Exhibit III hereto. All such evaluation copies of the VAR
                  Application Software installed by VAR at a prospective End
                  User's site shall be removed by VAR upon completion of the
                  evaluation period. Any evaluation copies not removed and
                  returned to VAR at the end of the evaluation period, which
                  includes any extension of such evaluation period, are deemed
                  to be licensed, and royalties and related maintenance and
                  support fees in respect thereof shall become immediately due
                  to Compuware.

         (p)      Compuware reserves the right to License, support, install and
                  service its products, including without limitation UNIFACE
                  Software, either directly to End Users or through other VAR's,
                  representatives, distributors or other distribution channels.
                  VAR hereby acknowledges that Compuware may independently
                  develop, or have developed for it, sell and market either
                  directly or indirectly, products similar to the VAR
                  Application Software and

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -7-
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                  nothing herein shall be deemed to give VAR an exclusive right
                  to develop or sell products similar to the VAR Application
                  Software. Notwithstanding anything in this Agreement to the
                  contrary, Compuware shall not market or license Deployment
                  Software to End Users for incorporation into VAR Application
                  Software. If Compuware does market Deployment Software to End
                  Users for incorporation into VAR Application Software, VAR
                  will not owe Compuware the applicable royalty for the VAR
                  Application Software that VAR licensed to such End User.

         (q)      VAR shall maintain accurate books and records of all dealings
                  under this Agreement including any licensing of UNIFACE
                  Software and VAR Application Software and the furnishing of
                  support services; Such books and records shall be prepared and
                  maintained in a manner that will reasonably facilitate
                  Compuware's verification of each report prepared by VAR. Such
                  books and records shall be kept and maintained by VAR during
                  the term of this Agreement and for a period of not less than
                  three years from the date of the transaction. If this
                  Agreement is terminated, VAR shall transfer copies of all such
                  books and records to Compuware within a period of thirty (30)
                  days of such termination upon Compuware's written request.

         (r)      VAR agrees to provide to Compuware a quarterly report setting
                  out the licensing and services furnished under the Agreement
                  including a reconciliation of royalties due Compuware in a
                  form substantially in the form of Exhibit IV. Such report
                  shall be submitted to Compuware no later than thirty (30) days
                  after the end of each calendar quarter in which this Agreement
                  is in effect.

                  In addition, VAR agrees to provide to Compuware a report of
                  each installation of VAR Application Software that report
                  shall include details of End Users (a purchase order that
                  includes End User name and address, description of products,
                  and description of infrastructure, i.e. platforms, databases,
                  etc.). Such report shall be submitted to Compuware upon the
                  installation and/or the license of the VAR Application
                  Software of the End User, whichever occurs sooner.

         (s)      Compuware shall have the right, not more than once during each
                  of VAR's fiscal years, on reasonable notice and during normal
                  business hours to visit and inspect VAR's place of business
                  and applicable sales records to attempt to verify VAR's
                  compliance with its obligations under this Agreement.
                  Additionally, VAR agrees that Compuware shall have the right
                  to have VAR's books and records of sales audited by an
                  independent auditor of Compuware's choice not more than once
                  during each of VAR's fiscal years, but not during the months
                  of January or February. Such auditor's fees shall be borne by
                  Compuware, unless such audit shows an underpayment of
                  royalties of 5% or more of the royalties actually owing for
                  the period in question, in which event, the auditor's fees
                  shall be paid by VAR.

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -8-
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         2.       Sublicense of Deployment Software

         (a)      VAR agrees to use, market and sublicense the Deployment
                  Software solely and exclusively as part of the VAR Application
                  Software for the exclusive use by its End Users on supported
                  UNIFACE Software platforms.

         (b)      VAR will distribute the Deployment Software as incorporated in
                  the VAR Application Software to End Users only after VAR and
                  such End Users have entered into a software license agreement
                  containing substantially the following terms:

                  (i)      End User will not adapt, translate, decompile,
                           disassemble or create derivative works unless End
                           User licenses Source Code from VAR, in which case,
                           VAR shall 1) notify Compuware of End User's source
                           code license, 2) pay Compuware a royalty rate of
                           seven percent (7%) of the source code license fee,
                           and 3) VAR will require End User to license
                           appropriate number of Development Licenses.

                  (ii)     End User will not sublicense, rent, lease or
                           otherwise assign or transfer this Agreement or the
                           VAR Application Software. Notwithstanding the
                           foregoing, the End User can be permitted to assign or
                           transfer the license for "the VAR Application
                           Software provided that (i) Compuware receives advance
                           written notification, and (ii) the assignee or
                           transferee agrees in writing to be fully bound by the
                           terms and conditions of the software license
                           agreement. Variance with these terms will result in
                           the automatic termination of End User's license;

                  (iii)    End User may make a reasonable number of copies
                           necessary to exercise their license grants. End User
                           shall reproduce and include the copyright notice of
                           VAR and Compuware on any copy of the VAR Application
                           Software;

                  (v)      End User acknowledges and understands that portions
                           of the VAR Application Software are licensed to VAR
                           by Compuware;

                  (vi)     The copyright and other intellectual property rights
                           in the VAR Application Software except for the
                           Deployment Software are and at all times shall remain
                           the property of VAR or its licensors and End Users
                           agrees that the Application Software is for internal
                           data processing purposes of End Users and agrees not
                           to copy nor disclose the VAR Application Software to
                           others.

                  (vii)    Compuware regards the UNIFACE Software as proprietary
                           information and as trade secrets. End User agrees to
                           hold such proprietary information or trade secrets in
                           strictest confidence, not to disclose it to any third
                           party and to exercise the same degree of care (but no
                           less than reasonable care) to safeguard the

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -9-
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CONFIDENTIAL AND PROPRIETARY

                           confidentiality of such information as End User would
                           exercise to safeguard its own proprietary information
                           of a similar nature.

                  (viii)   End User agrees that Compuware shall have the right,
                           as an intended third-party beneficiary of this
                           Agreement, to rely upon and directly enforce the
                           terms set forth in this Agreement.

         (c)      VAR will offer to provide End-User with ongoing support
                  service.

         3.       Orders, Delivery And Acceptance

         (a)      All orders for Development Software issued by VAR will be in
                  writing on a Product Schedule, will refer to and be subject to
                  the terms and conditions of this Agreement, the Product
                  Schedule and any Exhibits, and will be forwarded to the
                  Compuware managing office at the address set forth in Exhibit
                  I. Any additional terms and conditions contained on any
                  purchase order or other VAR order document are of no force or
                  effect, and Compuware hereby gives notice of objection to such
                  additional terms. Orders will bind Compuware only when
                  accepted by written confirmation

         (b)      The UNIFACE Software described in the Product Schedule(s) will
                  be deemed accepted by VAR upon VAR's execution of the Product
                  Schedule(s) or upon VAR's use of the UNIFACE Software,
                  whichever is earlier.

         (c)      Compuware will package and ship UNIFACE Software in accordance
                  with its standard practices. Shipment will be by means
                  selected by Compuware. Risk of loss and damage will pass to
                  VAR upon delivery to VAR's location.

         4.       Fees and Royalties

         (a)      Royalties. In consideration of the rights granted herein, VAR
                  agrees to pay Compuware the license fees for the UNIFACE
                  Software as set out in Exhibit I and royalties for each copy
                  of VAR Application Software as set out in Exhibit I licensed
                  to use or accessed by an End User (except for evaluation
                  copies under Section IV.1(o), whether or not VAR has received
                  payment from End User. The royalties will be calculated as set
                  forth in Exhibit I and payable under the terms of this
                  Agreement.

         (b)      Support Services Fees for UNIFACE Software and VAR Application
                  Software. VAR agrees to pay annual Support Services fees on
                  UNIFACE Software and Deployment Software by paying in advance
                  the Support Services fees set forth in Exhibit I.

         5.       Payment Terms

         (a)      Payment of License Fees and Support Services Fees. Invoices
                  will be issued by Compuware upon execution of the Agreement
                  and subsequent Product Schedules for all UNIFACE Software and
                  for Support Services.

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -10-
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                  Support Service fees renew annually after the initial period.
                  Payment terms are net thirty (30) days from the date of
                  invoice and payable in US dollars.

         (b)      Payment of Royalties and Support Services Fees. VAR shall pay
                  royalties and Support Services fees due Compuware within
                  thirty (30) days after the end of each month in which fees for
                  such royalties or End Users support fees were recognized.
                  Royalty and Support Services payments shall be made to
                  Compuware in US dollars.

         (c)      Compuware may impose a late payment charge on all undisputed
                  unpaid fees and royalties equal to the lesser of (i) 1% per
                  month of the outstanding amount due or (ii) the maximum rate
                  allowed by law. If VAR becomes delinquent in the payment of
                  any amount due, Compuware may, among other remedies available
                  at law or in equity, suspend performance under this Agreement.

         (d)      If Compuware fails to remedy Severity One Defects in the
                  UNIFACE Software within a commercially reasonable period, VAR
                  may, among other remedies available at law or in equity under
                  this Agreement, with regard to those End Users who are under a
                  current maintenance program and are experiencing the Severity
                  One Defects problem:

                      (i)      suspend performance;

                      (ii)     cease to pay maintenance; and

                      (iii)    apply one of the following remedies with respect
                               to each End User experiencing the Severity One
                               Defects:

                           a)       withhold payment to Compuware in an amount
                                    equal to UNIFACE Software royalties paid by
                                    such Severity One experiencing End User; or

                           b)       receive a credit of royalty for the Severity
                                    One experiencing End User where VAR issues a
                                    credit as a result of Severity One Defects.

         (e)      If Compuware fails to release a Major Release within 24 months
                  of the previous Major Release, the then current royalty rate
                  shall decrease (0.5%) for each year thereafter in which a
                  Major Release is not released ("Adjustment"). If Compuware has
                  not issued a Major Release within 24 months during a prepay
                  royalty period, the prepaid royalty rate will remain in effect
                  with the Adjustment after the expiration of the pre-paid
                  royalty period, until such time that a Major Release is
                  issued. At such time, the royalty rate will revert to the rate
                  specified in Exhibit I (the non-prepay royalty rate) or JDA
                  may elect to make an additional pre-payment at that time to
                  reinstate the 7% rate. Compuware will provide a credit to JDA
                  towards future royalties equivalent to the amount JDA would
                  have paid if no Adjustment(s) were made, less what JDA
                  actually paid with the Adjustment(s).

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -11-
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         6.       Support and Obligations Of VAR

         (a)      As between Compuware and VAR, VAR shall be responsible for
                  first line support to End Users of the VAR Application
                  Software, whether or not VAR charges End User(s) for support.
                  VAR shall provide End Users on support for which maintenance
                  service was paid with (i) first line technical support by
                  maintaining a qualified support group, (ii) a service to
                  ascertain the nature of problems an End-User may be
                  experiencing and correct such problems, and (iii) other
                  related maintenance services.

         (b)      Annual Maintenance Plan services and fees are mandatory for
                  both UNIFACE Software and for Deployment Software for the
                  first year. Thereafter, VAR shall pay Compuware maintenance
                  for each Deployment Software for which it assesses maintenance
                  fees. Annual Maintenance Plan fees are set out in Exhibit I
                  and are payable annually in advance. If an Annual Maintenance
                  Plan is not continued, no support will be provided, including
                  providing of enhancements, new releases, or fixes and a new
                  version of ODBMS would require a royalty payment based on the
                  license fee charged by VAR.

         7.       Obligations Of Compuware

         (a)      Compuware will make available upon request, with reasonable
                  notice, to VAR's sales and technical staff sales collateral
                  materials as reasonably required regarding UNIFACE Software,
                  to use. Compuware will also make available upon request, with
                  reasonable notice, and at the expense of VAR, training
                  services. The type and cost for such training will be as
                  specified in a Product Schedule.

         (b)      VAR will be entitled to the following services from Compuware:

                  -        the supply of any available Maintenance Release
                           and/or updates of the appropriate UNIFACE Software;

                  -        user documentation on payment of a charge for the
                           media, transportation and handling charges involved;

                  -        copies of Compuware's technical bulletin normally
                           furnished by Compuware to customers as and when the
                           same are published by Compuware;

                  -        non-exclusive access to technical hotline support
                           from Compuware

         (c)      The technical hotline is only for use by employees or
                  contractors of VAR who received training in the use of UNIFACE
                  Software. VAR agrees to have at all times a staff of a minimum
                  of two (2) persons who received such training. The technical
                  hotline will only be used to resolve problems stemming from
                  the demonstrable failure of the UNIFACE Software to work in
                  accordance with Compuware user manuals as updated from time to
                  time. Any other use of the technical hotline by VAR will be
                  chargeable by

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -12-
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                  Compuware in accordance with Compuware's normal practice and
                  payable by VAR within thirty (30) days of the date of
                  Compuware's invoice therefor.

         (d)      VAR acknowledges that the technical hotline is not for use by
                  End Users and shall not permit any End User to make direct use
                  of the technical hotline.

         (e)      Compuware will provide VAR with (i) a reasonable quantity of
                  brochures and other sales promotion material at no charge and
                  (ii) periodic marketing communications and updates regarding
                  the UNIFACE Software. At VAR's request, Compuware will furnish
                  additional copies of any available non-proprietary materials
                  regarding the UNIFACE Software at Compuware's then current
                  cost.

         (f)      Additional products and services are available from Compuware
                  at Compuware's then current rates and terms.

         8.       Warranties And Disclaimers

         (a)      Compuware warrants that UNIFACE Software delivered by
                  Compuware to VAR will operate on designated platforms in
                  substantial accordance with the specifications set forth in
                  Compuware user manuals.

         (b)      This warranty does not apply to any UNIFACE Software that: (i)
                  has been altered; (ii) has not been handled, installed,
                  maintained, or operated in substantial accordance with
                  Compuware instructions; or (iii) has been damaged by accident,
                  misuse, negligence, or external factors.

         (c)      Compuware warrants that any services furnished by it pursuant
                  to this Agreement will be performed with reasonable skill and
                  care consistent with industry standards.

         (d)      Compuware warrants that it has all right, title and interest
                  in the UNIFACE Software necessary to grant the rights
                  contained herein.

         (e)      YEAR 2000 WARRANTY:

                  Provided payment for maintenance is current and Licensee has
                  installed the latest available Software release, Compuware
                  warrants that all new releases of the Software licensed
                  hereunder, marketed as "Year 2000 Compliant" and made
                  generally available after July 1, 1998 are enabled to process
                  post year 2000 dates. Specifically, Compuware defines year
                  2000 compliant as the Software being functional in a post year
                  2000 environment and will perform substantially as stated in
                  the Software documentation. Compuware Software may display
                  dates in either 2 or 4 digit year formats. If 2 digit year
                  displays are used, it will be clearly evident to the Software
                  user, based on Software function and documentation, that the 2
                  digit "00" represents the year 2000. When required, Software
                  will either process with 4 digit years and/or implement

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                  century windowing techniques to handle and process post year
                  2000 dates.

                  The above Year 2000 warranty shall be incorporated into the
                  Agreement and subject to all terms, conditions, restrictions
                  and limitations contained therein including, but not limited
                  to the Limitation of Liabilities and Indemnification.

         (f)      VIRUS: Compuware warrants that it has taken reasonable steps
                  to test any Software delivered hereunder for Computer Virus
                  and that the Software is free of Computer Viruses as of the
                  date of delivery by Compuware and that Compuware will continue
                  to take such steps with respect to future enhancements or
                  modifications to the Software. "Computer Virus" is defined as
                  computer instructions that alter, destroy or inhibit the
                  Software and/or Licensee's processing environment, including,
                  but not limited to, other programs that self-replicate without
                  manual intervention, instructions programmed to activate at a
                  predetermined time or upon a specific event, and/or programs
                  purporting to do a meaningful function but designed for a
                  different function. Compuware will maintain a master copy of
                  each version of the Software, to the best of Compuware's
                  knowledge to be free and clear of any Computer Virus.

         (g)     VAR is relying on its own skill and judgment in relation to the
                 UNIFACE Software irrespective of any knowledge it or its
                 servants or agents may possess as to the purpose for which the
                 UNIFACE Software is supplied and Compuware makes no warranty
                 that the UNIFACE Software will meet VAR's requirements or those
                 of any End User.

         (h)      Notwithstanding the foregoing, Compuware makes no warranty
                  that operation of the UNIFACE Software will be uninterrupted
                  or error-free, nor that the UNIFACE Software will be
                  compatible with and/or work in conjunction with any VAR
                  Application Software or any other software or hardware.

         (i)      EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO
                  WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR
                  OTHERWISE, AND ALL SOFTWARE, SERVICES AND OTHER ITEMS ARE
                  PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPUWARE
                  DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
                  FITNESS FOR A PARTICULAR PURPOSE AS TO BOTH COMPUWARE AND
                  NON-COMPUWARE PRODUCTS. ANY WARRANTIES MADE TO VAR UNDER THIS
                  AGREEMENT EXTEND SOLELY TO VAR.

         9.       Limitations Of Liability And Indemnification

         (a)      VAR's sole and exclusive remedies for damages from any cause
                  related to or arising out of this Agreement whether, based on
                  negligence, breach of contract, warranty or other legal
                  theory, will be those provided in this Agreement.

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         (b)      IN NO EVENT WILL EITHER PARTY BE LIABLE FOR: (I) ANY
                  INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
                  INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF GOODWILL
                  OR THE DIMINUTION IN THE VALUE OF VAR'S BUSINESS, REVENUES,
                  PROFITS OR SAVINGS; OR (II) CLAIMS DEMANDS OR ACTIONS AGAINST
                  THE OTHER PARTY BY ANY PERSONS, EXCEPT AS PROVIDED IN SECTION
                  10, AND COMPUWARE'S RIGHT TO COLLECT LICENSE FEE'S OR REVENUE
                  DUE TO UNAUTHORIZED USE OF UNIFACE SOFTWARE. EXCEPT FOR CLAIMS
                  ARISING OUT OF EACH PARTY'S OBLIGATIONS UNDER SECTION 10,
                  VAR'S MISUSE OF COMPUWARE'S UNIFACE SOFTWARE, OR VAR'S
                  VIOLATION OF SECTION 12(A): CONFIDENTIALITY OF UNIFACE,
                  NEITHER PARTY'S LIABILITY FOR ANY AND ALL CAUSES, WHETHER
                  BASED ON NEGLIGENCE, BREACH OF CONTRACT, WARRANTY OR OTHER
                  LEGAL THEORY, SHALL EXCEED CHARGES PAID BY VAR TO COMPUWARE
                  FOR THE UNIFACE SOFTWARE THAT IS THE SUBJECT MATTER OF THE
                  CAUSE OF ACTION ASSERTED DURING THE TWENTY-FOUR (24) MONTH
                  PERIOD IMMEDIATELY PRECEDING NOTICE TO THE OTHER PARTY OF SUCH
                  CLAIM OR CAUSE.

         (c)      Each party acknowledges that any breach of its obligations
                  with respect to proprietary rights of the other party may
                  cause such party irreparable injury for which there are
                  inadequate remedies at law and that Compuware shall be
                  entitled to seek equitable relief in addition to all other
                  remedies available to it.

         (d)      Except for the remedies provided to VAR in this Agreement, and
                  subject to the limitations set forth in 9(b), and provided
                  Compuware provides VAR with prompt written notice, reasonable
                  assistance, and authority to defend or settle all non-UNIFACE
                  product or intellectual property right disputes, VAR will
                  indemnify and hold Compuware harmless against any claims,
                  costs, damages and liabilities arising out of or in any way
                  connected with: (i) any breach of this Agreement by VAR, its
                  employees or agents; and (ii) any claim by End Users or other
                  third parties with respect to VAR's products (excluding claims
                  based exclusively upon UNIFACE components independent of their
                  use with VAR Application Software) or other non-Compuware
                  products provided, recommended or referred by VAR. Such
                  indemnification will include all reasonable legal fees and
                  other costs incurred by Compuware in defending any such
                  claims. Termination or cancellation of this Agreement will not
                  affect VAR's indemnification obligations.

         (e)      Compuware software licensors shall have no liability with
                  respect to any claim of VAR or a third party on account of,
                  resulting from, or arising out of the use of any software,
                  services or products provided by such licensor or derived from
                  such licensor's software. Compuware software licensors shall
                  have no obligation to furnish any assistance, information or
                  documentation with respect to any software, services or
                  products.

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         (f)      Any legal proceeding, regardless of form, arising out of this
                  Agreement must be commenced within two (2) years after the
                  cause of action first occurs or shall forever thereafter be
                  barred.

         10.      Patent, Copyright and Trade Secret Indemnification

         (a)      Compuware, at its own expense, will defend VAR against claims
                  that the UNIFACE Software furnished under this Agreement
                  infringe upon any patent, copyright, trade secret or other
                  intellectual property rights, provided VAR; (i) gives
                  Compuware prompt written notice of such claims pursuant to
                  Section 14(g), (ii) permits Compuware to defend or settle the
                  claims, and (iii) provides all reasonable assistance to
                  Compuware in defending or settling the claims. Termination or
                  cancellation of this Agreement will not affect Compuware's
                  indemnification obligations.

         (b)      Compuware shall have no obligation for or with respect to
                  claims, actions, or demands alleging infringement by VAR
                  Application Software based on any of the following:

                  -        unauthorized modification of the UNIFACE Software;

                  -        a Major Release of the UNIFACE Software other than
                           the current or one prior Major Release if the current
                           or prior Major Release would be non-infringing;

                  -        use of the UNIFACE Software in combination with
                           non-Compuware programs;

                  -        third party-software which form part of, or is
                           bundled with, the UNIFACE Software.

         (c)      As to any UNIFACE Software which is in and of itself, in the
                  opinion of Compuware, subject to a claim of infringement or
                  misappropriation, Compuware may elect to; (i) obtain the right
                  of continued use and remarketing of the UNIFACE Software for
                  VAR as provided under this Agreement, or (ii) replace or
                  modify such UNIFACE Software to avoid such claim. If neither
                  alternative is, in the opinion of Compuware, available on
                  commercially reasonable terms and costs, then any applicable
                  license to VAR will terminate and Compuware will provide a
                  refund of the applicable royalty percentage rate equal to the
                  percentage of the VAR Application License Fee VAR refunds to
                  End User as determined by its negotiated End User agreements.

         (d)      Compuware will not defend or indemnify VAR and shall have no
                  liability or responsibility for any claim of infringement or
                  misappropriation asserted by a parent or subsidiary of VAR.

         (e)      This Section 10 states the entire liability of Compuware and
                  VAR's sole and exclusive remedies for patent or copyright
                  infringement and trade secret misappropriation.

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         11.      Trademarks And Trade Names; Advertising

         (a)      As a value added reseller, VAR shall have the right to use the
                  legend "UNIFACE Software Valued Added Reseller - Compuware
                  Corporation" in advertising, correspondence, proposals or
                  other materials provided that such legend appears in type
                  smaller and less prominent than VAR's own name or mark.

         (b)      Compuware may provide VAR with formats for use by VAR in
                  advertising and promoting the VAR Application Software. In
                  using the formats, VAR will comply with all related
                  instructions provided by Compuware. In addition, Compuware
                  will provide VAR with written guidelines to assist VAR in
                  developing other advertising and promotional programs and
                  materials. All such programs and materials must be submitted
                  to and approved in writing by Compuware (except as to price
                  and terms of sale VAR intends to offer) before use.

         (c)      No right or license is granted by Compuware to VAR to use
                  Compuware trademarks or trade names except as they appear on
                  VAR Application Software marketed by VAR or as authorized by
                  Compuware. VAR will not affix any Compuware trademarks, logos
                  or trade names to any software and will not disturb any
                  legend, notice, label, or designation of any Compuware
                  trademark, logo or trade name.

         12.      Protection Of Proprietary Information

         (a)      VAR information that has not been released publicly and
                  considered to be confidential will be treated in accordance
                  with the terms and conditions of the Non-Disclosure Agreement
                  set out in Exhibit V. The parties will keep in confidence and
                  protect Proprietary Information of the other party from
                  disclosure to third parties and use Proprietary Information
                  only for the purpose of performing under this Agreement. Each
                  party acknowledges that unauthorized disclosure of Proprietary
                  Information may cause substantial economic loss to the
                  non-disclosing party or its licensors. Each party will inform
                  its employees of their obligations under this Section 12 and
                  instruct them so as to insure such obligations are met. This
                  Section 12 will not be construed to grant to either party any
                  license or other rights in the other party's Proprietary
                  Information, except as expressly set forth in this Section.
                  Upon termination or cancellation of this Agreement, Each party
                  will destroy (and, in writing, certify destruction) or return
                  to the other party all copies of the other party's Proprietary
                  Information in such party's possession. VAR's obligations
                  under this Section 12 will survive termination or cancellation
                  of this Agreement.

         13.      Term, Termination and Cancellation

         (a)      This Agreement will begin on the Effective Date, specified on
                  the first page of this Agreement, and continue in effect to
                  the stated Termination

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                  Date, unless extended in accordance with Exhibit I, or
                  canceled or terminated as provided below.

         (b)      Except as provided in Sections 13(d) if either party
                  materially breaches this Agreement, the other may cancel it
                  upon 30 days written notice unless the breach is cured within
                  the notice period.

         (c)      Compuware may cancel this Agreement at any time upon written
                  notice, without providing VAR with any opportunity to cure, if
                  VAR breaches any of its obligations under Sections IV. 1, or
                  IV. 12 or if VAR

                  -        enters into liquidation whether compulsory or
                           voluntarily otherwise than for the purpose of
                           amalgamation or reconstruction without insolvency;

                  -        compound or make any arrangement with creditors;

                  -        have a receiver or manager appointed in respect of
                           any or any part of its assets; or

                  -        be the subject of any application for an
                           administration order.

         (d)      Orders outstanding on the effective date of termination or
                  cancellation will be subject, at the reasonable discretion of
                  Compuware, to acceptance, rejection or performance as if this
                  Agreement remained in force. Payment terms for orders accepted
                  after the date of notice of termination or cancellation will
                  be as specified by Compuware.

         (e)      Upon the effective date of termination or cancellation VAR
                  will pay Compuware for all undisputed UNIFACE Software,
                  Royalties, and Support Services irrespective of the date of
                  delivery, and all other undisputed amounts then owed
                  Compuware. VAR will also discontinue use of its designation as
                  a value added reseller of Compuware.

         (f)      No damages (whether direct, consequential, special or
                  incidental and including expenditures and loss of profit and
                  goodwill or other diminution in the value of VAR's business),
                  indemnities, except as required under Section 10, or other
                  compensation will be due or payable to VAR by reason of
                  termination or cancellation of this Agreement.

14.      Other Provisions

         (a)      This Agreement will be governed by the laws of the State of
                  Michigan.

         (b)      Either party retains the option with respect to the right to
                  apply to a court of competent jurisdiction for equitable
                  relief.

         (c)      The parties shall attempt to resolve claims or controversies
                  arising out of or related to this Agreement in the following
                  manner: A Vice President for each party with full authority to
                  negotiate and resolve issues in question shall meet and
                  attempt to settle all outstanding disputes within ten (10)
                  business days of time dispute arose. After such

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                  initial meeting, if the dispute is not resolved within the
                  next thirty (30) days, the parties shall pursue alternate
                  remedies.

         (d)      The relationship of Compuware and VAR under this Agreement is
                  that of licensor and licensee only and neither is authorized
                  to act as the agent of the other. In all matters relating to
                  this Agreement, VAR will act as an independent contractor. No
                  franchise is intended or created by the relationship of
                  Compuware and VAR under this Agreement. Neither party will
                  make representations purportedly on behalf of the other party,
                  otherwise than as precisely set forth in this Agreement and as
                  set forth in Compuware's supplied user materials.

         (e)      Any failure or delay by either party in exercising any right
                  or remedy will not constitute a waiver. The waiver of any one
                  default will not waive subsequent defaults of the same or
                  different kind.

         (f)      Neither party will be liable for any failure to fulfill its
                  obligations due to causes beyond its reasonable control
                  including, without limitation, the bankruptcy of any supplier
                  or commercial impossibility.

         (g)      All notices required by this Agreement to be given to VAR will
                  be sent by certified or registered mail addressed to its
                  address on the first page of this Agreement. Notices to be
                  given to Compuware will be sent by certified or registered
                  mail addressed to the Compuware Vice President of Sales as
                  identified in Exhibit I.

                  Requests for information and all other notices to Compuware
                  will be sent to the separate Compuware address set out in
                  Exhibit I.

         (h)      Each provision of this Agreement is severable and if one or
                  more provisions are declared invalid, the remaining provisions
                  of the Agreement will remain in full force and effect.

V.       ENTIRE AGREEMENT

This Agreement, including any Product Schedule(s) hereto, and Exhibits
referenced herein, contain the entire understanding and agreement of the parties
with respect to the matters contained herein, and supersede any prior oral or
written agreements relating to the subject matter hereof. This Agreement
supercedes all previous agreements between Compuware and JDA or JDA
subsidiaries, including but not limited to, UNIFACE Corporation Canada License
Agreement, dated May 12, 1995, (reference client #95492) between JDA Software
and UNIFACE Corporation Canada, and Standard Value-Added Reseller Agreement
dated June 27, 1994, between LIOCS Corporation (a wholly-owned subsidiary of
VAR, client #94183) and UNIFACE Corporation. This Agreement may be modified only
in writing signed by an authorized representative of each party. Additional
supplements relating to specific products and services may be added from time to
time as such products and services are offered by Compuware.

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VI. EXHIBIT LIST

The following Exhibits are attached hereto and incorporated by reference:

         Exhibit I.      VAR Profile

         Exhibit II.     Remarketers List

         Exhibit III.    Compuware Trial Agreement

         Exhibit IV.     VAR Quarterly Royalty Report

         Exhibit V.      Non-Disclosure Agreement

         Exhibit VI.     Sample Compuware License Agreement and Product Schedule

VAR ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND ALL
ATTACHED EXHIBITS, AND THAT IT IS NOT ENTERING INTO THIS AGREEMENT ON THE BASIS
OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH HEREIN.

Accepted by:                                   Accepted by VAR:
COMPUWARE CORPORATION                          JDA SOFTWARE GROUPING INC.

/s/ W. Alan Cantrell                           /s/ James D. Armstrong
---------------------------                    ---------------------------
Authorized Signature                           Authorized Signature

W. ALAN CANTRELL                               James D. Armstrong
---------------------------                    ---------------------------
Name                                           Name

Vice President
Enterprise Solutions                           Chief Executive Officer
---------------------------                    ---------------------------
Title                                          Title

JUNE 23, 2000                                  JUNE 23, 2000
--------------------------                     --------------------------
Date                                           Date

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                                   EXHIBIT I.
                                  VAR PROFILE

1.       The "Payment Address" is:

         Compuware Corporation
         Drawer 64376
         Detroit, MI 48264-0376

2.       Market and Territory assignment: Worldwide

3.       UNIFACE Software:

* UNIFACE Six

                  - UNIFACE Developer;

                  - UNIFACE PolyServer;

                  - UNIFACE DBMS, GUI and Network drivers & Binders;

* UNIFACE Seven

Development:      - UNIFACE Enterprise Development

Deployment        - UNIFACE PolyServer;

                  - UNIFACE Application Server;

                  - UNIFACE Enterprise Server;

                  - UNIFACE DBMS, GUI and Network drivers & Binders;

                  - Solid;

                  Web Application Server

                  - Component Server

                  - Java and Com URBA connectivity options

                  - Across all databases and platforms (except mainframes)

5.       License fees/ Royalties:

LICENSE FEES

- Development License 70% of Compuware's then current U.S. list price ; VAR will
license UNIFACE development licenses for all developers, support staff, and
consultants using UNIFACE source code.

- Deployment License 70% of Compuware's then current U.S. list price; VAR will
license and maintain UNIFACE deployment licenses for its internal use for such
functions as engineering, testing, technical support, etc.

The above referenced license fees shall not increase during the Term, on a
cumulative basis, over the previous year's fees by more than fifteen percent
(15%) for an equivalent computer configuration.

Deployment licenses will cover all representative platforms that VAR sells.

Compuware will provide VAR with temporary Deployment Licenses for Marketing and
Sales Purposes at no charge.

ROYALTIES

The royalty rate is calculated based on the fees paid by JDA's customer for VAR
Application Software. It shall be set at seven percent (7%) for a period of
twenty-four (24) months from the Effective Date of this Agreement, of which 0.6%
is first year maintenance. A total prepayment of $1,250,000 U.S. Dollars due and
payable as follows: an initial prepayment of

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$625,000 ("Initial Payment") shall be due upon execution of this Agreement, a
second prepayment of $625,000 is payable on or before June 30, 2000. Compuware
will apply the Initial Payment accordingly for a twenty-four month term ending
March 31, 2002 for license fees and royalty payments due under the terms and
conditions of this Agreement. After twenty-four (24) months, the royalty rate
will increase to a level not to exceed ten percent (10%), including first year
maintenance. Notwithstanding the foregoing, JDA may at any time during the term
of this Agreement exercise an option to make an additional $1,250,000 prepayment
to extend the seven percent (7%) royalty rate for an additional twenty-four
months from the date of such election ("Pre-pay Option"). JDA will have up to
three (3) Pre-pay Options, provided the total term of this Agreement does not
exceed eight (8) years. Any remaining balance of the Payment at the end of the
designated Pre-pay Option term shall be forfeited by JDA with no right of refund
or credit.

6.       All fees and royalties are exclusive of Value-Added Tax (VAT). VAR
         shall pay all VAT taxes due where applicable.

7.       Annual Support Service Fees

-        VAR DEVELOPMENT AND INTERNAL USE DEPLOYMENT LICENSES

         Annual Support Service fees will be fifteen percent (15%) of the
         license fee as provided in Section 5 of this Exhibit I.

-        END USER DEPLOYMENT LICENSES SUPPORT SERVICES (the first year support
         service fee is included in the royalty rate calculation).

         Thereafter, for End User(s) under support for the VAR Application
         Software, the annual Support Service fee will be 0.6% percent of the
         applicable royalty fee as provided in Section 5 of this Exhibit I.

8.       VAR Application Software:

         a.       ODBMS

                  Application modules within the ODBMS package that utilize the
                  UNIFACE development and deployment environments:

                  Interactive Base System Maintenance

                  Interactive Buyers Workbench (purchase order management)
                  Interactive Pricing
                  Interactive Advanced Expert Pricing
                  Interactive Inventory & Cycle Count Management
                  Interactive Merchandise Category Analysis
                  Interactive Rebate Management
                  Interactive Stock Ledger
                  Interactive Sales Audit
                  Interactive Tax Management
                  Interactive Vendor Submissions
                  Interactive Automated Replenishment Management
                  Interactive Invoice Matching
                  Interactive Signs, Labels, Ticketing

                  Interactive Warehouse Control Center

                  ODBMS is a market-leading open, client/server merchandising
                  system, ODBMS delivers deep, rich merchandising functionality
                  and usability to automate a retailer's information management
                  and operational requirements. Retailers can depend on ODBMS to
                  help them optimize inventory, maintain a profitable product
                  mix, improve price strategies and automate replenishment. By
                  providing

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                  flexibility, adaptability and scalability, ODBMS enables
                  retailers to manage multiple operations without sacrificing
                  data integrity or ease of use.

         b.       Additional VAR Application Software developed by VAR may be
                  incorporated herein upon written notice to Compuware as
                  required for reporting purposes.. In the event that VAR
                  acquires another Compuware Value Added Reseller's VAR
                  Application Software, upon notice to Compuware JDA may
                  incorporate the acquired VAR Application Software into this
                  Agreement at the then current JDA royalty rate by prepaying
                  royalties to Compuware. The amount of the prepayment will be
                  two (2) times the amount of royalties the VAR, from which the
                  VAR Application Software was acquired, paid to Compuware in
                  the previous twelve (12) months.

         c.       VAR shall notify Compuware in writing of any new products, new
                  functionalities, or new versions to the VAR Application
                  Software Compuware. Any new products will be incorporated to
                  this Exhibit by Amendment.

9.       Hardware, Operating Systems and location(s) VAR:

                  JDA Software Group, Inc.
                  14400 North 87th Street
                  Scottsdale, AZ 85260-3649

10.      Development Address VAR:

                  JDA Software Group, Inc.
                  14400 North 87th Street
                  Scottsdale, AZ 85260-3649

11.      Discount on UNIFACE Education:

         VAR will receive up to 25 % discount on UNIFACE Education.

12.      Compuware Managing Office

         Attn: Sally Knoll, ISV Account Manager
         Compuware Corporation
         31440 Northwestern Highway
         Farmington Hills, MI 48334

13.      Notices Address

         Contracts Manager
         Compuware Corporation
         31440 Northwestern Highway
         Farmington Hills, MI 48334

14.      Information Address

         Compuware Corporation
         Products Division
         Contract Administration
         31440 Northwestern Highway
         Farmington Hills, MI 48334

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                                  EXHIBIT II.
                                REMARKETERS LIST
                             CURRENT (AS OF 4/6/00)
                           JDA CORPORATE ORGANIZATION

                            JDA Software Group, Inc.
                                   (Delaware)

<TABLE>
<S>                                               <C>
      JDA Software (Arizon) Inc.)                        JDA Arthur Software Ltd.
(license all products worldwide except MMS                      (Bermuda)
      alone outside No.& So. America)

      JDA Software Australia (Pty.) Ltd.                 JDA Software Brasil Ltds.
                   (Australia)                                    (Brazil)

          JDA Software Canada Ltd.                            JDA Chile S.A.
                    (Canada)                                     (Chile)
(authority to license all products In Canada
with a 35% (previously 10%) royalty to U.S.)

          JDA Software France. S.A.                         JDA Software GmbH
                    (France)                                    (Germany)

            JDA Software Hong, Kong                          JDA Software Italy  S.V.
                   Limited                                           (Italy)
                 (Hong Kong)

           JDA Software Japan Ltd.                     JDA Software Malaysia SDN. Bhd.
                  (Japan)                                      (Malaysia)

           JDA de Mexico S.A. de C.V.                     JDA Software Benelux B.V.
                    (Mexico)                                 (The Netherlands)

              LIOCS Corporation                        JDA Software South Africa (PTY) Ltd,
                   (Nevada)                                      (South Africa)

            JDA Software Nordic AB                           JDA Asia Pte. Ltd.
                  (Sweden)                                      (Singapore)

                                                             JDA Worldwide, Inc.
             JDA International Limited                           (Arizona)
                 (England & Wales)               (sublicense license MMS alone outside No. & So.
                                                 America with a 35% (previously 5O%) royalty)

             JDA Software Spain                          JDA UK Branch
          (Representative Office)                      (United Kingdom)
</TABLE>

                               REMARKETER DETAILS

Company Name ___________________________________________________________________

Contact person __________________________________ Email address ________________

Telephone ____________________________________   Fax ___________________________

                              APPLICATION DETAILS

Application name________________________ No. of end users - Named - Concurrent

State deployed modules _________________________________________________________

Application list price_______________ Invoiced application license price _______

                          END USER ORGANIZATION DETAILS

Company Name ____________________________ Division _____________________________

Contact Person __________________________ Email address ________________________

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Main company address ___________________________________________________________

City _________________ State/province _____________ Postal Code/ZIP ____________

Country _______________________

     Telephone _______________________ Fax _____________________________________

                            UNIFACE LICENSING DETAILS
UNIFACE license type
________________________________________________________________________________

                            UNIFACE TECHNICAL DETAILS

UNIFACE version details:

- UNIFACE 5.2....  - UNIFACE Six....  - UNIFACE Seven....(please specify exact
                                                          version)

Client System(s) details:
________________________________________________________________________________
CPU make & model       (1)        Operating system, version & user interface (1)

________________________________________________________________________________
CPU make & model       (2)        Operating system, version & user interface (2)

________________________________________________________________________________
Network driver(s)

________________________________________________________________________________
Database make & version

Server(s) details:                      - PolyServer - Appl. Server - WebEnabler

________________________________________________________________________________

CPU make & model (1) Operating system & version(1)             UNIFACE Component

                                        - PolyServer - Appl. Server - WebEnabler
________________________________________________________________________________

CPU make & model (2)            Operating system & version (2) UNIFACE Component
________________________________________________________________________________
Network driver(s)

________________________________________________________________________________
Database make & version (1)                          Database make & version (2)

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -25-
<PAGE>

                                  EXHIBIT III.
                           COMPUWARE TRIAL AGREEMENT

                                         Client No.:____________________________
                                 Salesperson No.:_______________________________

                            SOFTWARE TRIAL AGREEMENT

In order to better evaluate the benefits available from using the Software
product(s) indicated below ("Software"), COMPUWARE agrees to license the
Software on a FREE in-house trial under the following conditions:

A.       The trial period will be for sixty (60) days after installation of the
         Software from COMPUWARE.

B.       There will be no charge for the sixty (60) day evaluation period.

C.       Company will respect and protect COMPUWARE's proprietary rights to the
         Software and will not distribute or otherwise disclose the Software to
         third parties. All materials and copies of the Software will be
         returned to COMPUWARE at the expiration of the sixty (60) day trial
         period, and Company will also certify in writing that the Software has
         been removed from the system and is no longer in use, if the Software
         is not licensed. If Company continues to use the Software after the
         expiration of the trial period, the Software will be deemed to be
         accepted by Company under the terms and conditions of COMPUWARE's
         License Agreement and Company shall pay the license fee then in effect.

D.       PC SOFTWARE - If applicable, Company may make up to _______________
         copies of the PC component of the Software during the trial period.
         Company will return all copies of the Software at the conclusion of the
         trial period, if the Software is not licensed.

E.       Company will use its best efforts to protect the confidentiality and
         proprietary rights of COMPUWARE's Software.

F.       This Trial Agreement is for the following COMPUWARE Software: _________

G.       Company operating system is __________________________

The undersigned signatories are authorized to execute this Trial Agreement.

Accepted By Compuware:                           Agreed By Licensee:
_________________________                        _________________________
Authorized Signature                             Authorized Signature

_________________________                        _________________________
Name                                             Name

_________________________                        _________________________
Title                                            Title

_________________________                        _________________________
Date                                             Date

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -26-
<PAGE>

                                  EXHIBIT IV.
                          VAR QUARTERLY ROYALTY REPORT

         This reporting form should be used by VAR to comply with quarterly
         royalty reporting obligations as set forth in the Agreement. Please
         complete and return to: Compuware Corporation, Contract Administration
         Dept., 31440 Northwestern Highway, Farmington Hills, Michigan
         48334-2564,
         Tel: (248) 737-7300; Fax (248) 737-0750.

         -----------------------------------------------------------------------
         COMPANY NAME:
         -----------------------------------------------------------------------
         ADDRESS (Street Address;
         City/State; Zip):
         CONTACT NAME & PHONE:
         REPORTING PERIOD:
         PURCHASE ORDER #:
         -----------------------------------------------------------------------

         The following must be completed for all VAR Application Software
         (sub)licensed during the reporting period:

<TABLE>
<CAPTION>
                                                               User
Name             UNIFACE         Hardware       User       Address/City,
Application    Product(s)        Make/Model     Name       State/Country     Ship Date        Quantity     Royalty
------------   ---------         ----------     ----       --------------    ---------        --------     -------
<S>            <C>               <C>            <C>        <C>               <C>              <C>          <C>
</TABLE>

         The undersigned certifies that the information contained on this
         reporting form has been derived from VAR's records and is true and
         correct.

         Accepted by:

________________________                         ________________________
Authorized Signature                             Authorized Signature

________________________                         ________________________
Name                                             Name

________________________                         ________________________
Title                                            Title

________________________                         ________________________
Date                                             Date

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -27-
<PAGE>

                                   EXHIBIT V
                            NONDISCLOSURE AGREEMENT

THIS AGREEMENT (the "Agreement"), is made as of___________________, 2000, (the
"Effective Date") by and between JDA SOFTWARE, INC., an Arizona corporation
("JDA") and COMPUWARE CORPORATION, A Michigan corporation ("Compuware").

                                    RECITALS

1.       In connection with the evaluation or pursuit of certain mutually
         beneficial business opportunities, JDA and Compuware may disclose
         valuable proprietary information to each other relating to their
         respective operations and businesses.

2.       JDA and Compuware would like to protect the confidentiality of,
         maintain their respective rights in and prevent the unauthorized use
         and disclosure of such information.

                                    AGREEMENT

JDA and Compuware hereby agree:

1.       CONFIDENTIAL INFORMATION. As used in this Agreement, "Confidential
         Information" means all information of either party that is not
         generally known to the public, whether of a technical, business or
         other nature (including, without limitation, trade secrets, know-how
         and information relating to the technology, software, designs,
         specifications and prototypes, customers, business plans, promotional
         and marketing activities, finances and other business affairs of such
         party), that is disclosed by one party (the "Disclosing Party") to the
         other party (the "Receiving Party"), and that has been identified as
         being proprietary and/or confidential or that by the nature of the
         circumstances surrounding the disclosure ought to be treated as
         propriety and confidential. Confidential Information also includes all
         information concerning the existence and progress of the parties'
         dealings.

2.       USE OF CONFIDENTIAL INFORMATION. The Receiving Party, except as
         expressly provided in this Agreement, will not disclose it to anyone
         without the Disclosing Party's prior written consent. The Receiving
         Party will not use, or permit other to use, Confidential Information
         for any purpose other than to pursue discussion and evaluation of
         potential business dealings between the parties in accordance with the
         nature of discussions between the parties. The Receiving Party will
         take all reasonable measures to avoid disclosure, dissemination or
         unauthorized use of Confidential Information, including, at a minimum,
         those measures it takes to protect its own confidential information of
         a similar nature.

3.       EXCEPTIONS. The provisions of Section 2 will not apply to any
         information that (i) is or becomes publicly available without breach of
         this Agreement; (ii) can be shown by documentation to have been known
         to the Receiving Party at the time of its receipt from the Disclosing
         Party; (iii) is rightfully received from a third party who did not
         acquire or disclose such information by a wrongful or tortuous act; or
         (iv) can be shown by documentation to have been independently developed
         by the Receiving Party without reference to any Confidential
         information.

4.       RECEIVING PARTY PERSONNEL. The Receiving Party will restrict the
         possession, knowledge, development and use of Confidential Information
         to its employees, agents, subcontractors and entities controlled by or
         controlling it (collectively, "Personnel") who have a need to know
         Confidential Information in connection with the purposes set forth in
         Section 2. The Receiving Party's Personnel will have access only to the
         Confidential Information they need for such purposes. The Receiving
         Party will ensure that its personnel comply with this Agreement.

5.       DISCLOSURES TO GOVERNMENTAL ENTITIES. If the Receiving Party becomes
         legally obligated to disclose Confidential Information by any
         governmental entity with jurisdiction over it, the Receiving Party will
         give the Disclosing Party prompt written notice sufficient to allow the
         Disclosing Party to seek a protective order or other appropriate
         remedy. The Receiving Party will disclose only such information as is
         legally required and will use its reasonable best efforts to obtain
         confidential treatment for any Confidential Information that is so
         disclosed.

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -28-
<PAGE>

6.       OWNERSHIP OF CONFIDENTIAL INFORMATION. All Confidential Information
         will remain the exclusive property of the Disclosing Party, and the
         Receiving Party will have no rights, by license or otherwise, to use
         the confidential Information except as expressly provided herein.

7.       RETURN OF CONFIDENTIAL INFORMATION. Upon the Disclosing Party's written
         request, the Receiving Party promptly will return all tangible material
         embodying Confidential Information (in any form and including, without
         limitation, all summaries, copies and excerpts of Confidential
         Information).

8.       GOVERNING LAW; ETC. This Agreement will be governed by internal laws of
         the State of Arizona, without reference to its choice of law rules, and
         may be executed in counterpart copies. If a provision of this Agreement
         is held invalid under any applicable law, such invalidity will not
         affect any other provision of this Agreement that can be given effect
         without the invalid provision. All terms and conditions of this
         Agreement will be deemed enforceable to the fullest extent permissible
         under applicable law, and, when necessary, the court is requested to
         reform any and all terms or conditions to give them such effect.
         Further, the venue for arbitration or litigation will be in Phoenix,
         Arizona, and the parties consent to such jurisdiction.

9.       NONWAIVER. Any failure by either to enforce the other party's strict
         performance of any provision of this Agreement will not constitute a
         waiver of its right to subsequently enforce such provision or any other
         provision of this Agreement.

10.      TERMINATION. This Agreement will terminate automatically upon the
         completion or termination of dealings between JDA and Compuware;
         provided, however, that each party's obligations with respect to the
         other party's Confidential Information will survive completion or
         termination of the dealings between the parties.

11.      EXPORTATION/TRANSMISSION OF CONFIDENTIAL INFORMATION. The Receiving
         Party acknowledges that the Confidential Information and any related
         materials or information provided hereunder are subject to the export
         control laws and regulations of the U.S., and any amendments thereof.
         The Receiving Party confirms that it will not export or re-export these
         items, directly or indirectly, either to (i) any countries that are
         subject to U.S. export restrictions (currently including, but not
         necessarily limited to, Cuba, the Federal Republic of Yugoslavia
         (Serbia and Montenegro), Iran, Iraq, Libya, North Korea, and Syria);
         and (ii) any development production of nuclear, chemical or biological
         weapons; or (iii) any third party who has been prohibited from
         participating in the U.S. export transactions by any federal agency of
         the U.S. government.

12.      INDEPENDENT DEVELOPMENT. The Disclosing Party acknowledges that the
         Receiving Party may currently or in the future be developing
         information internally, or receiving information from other parties,
         that is similar to the Confidential Information. Accordingly, nothing
         in this Agreement will be construed as a representation or agreement
         that the Receiving Party will not develop or have developed for its
         products, concepts, systems or techniques that are similar to or
         compete with products, concepts, systems or techniques contemplated by
         or embodied in the Confidential Information, provided that the
         Receiving Party does not violate any of its obligations under this
         Agreement in connection with such development.

13.      INJUNCTIVE RELIEF. The Receiving Party acknowledges that disclosure or
         use of Confidential Information in violation of this Agreement could
         cause irreparable harm to the Disclosing Party for which monetary
         damages may be difficult to ascertain or an inadequate remedy. The
         Receiving Party therefore agrees that the Disclosing Party will have
         the right, in addition to its other rights and remedies, to seek
         injunctive relief for any violation of this Agreement.

14.      LIMITED RELATIONSHIP. This Agreement will not create a joint venture,
         partnership or other formal business relationship or entity of any
         kind, or an obligation to form any such relationship or entity. Each
         party will act as an independent contractor and not as an agent of the
         other party for any purpose, and neither will have the authority to
         bind the other.

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -29-
<PAGE>

15       CUMULATIVE OBLIGATIONS. Each party's obligations hereunder are in
         addition to, and not exclusive of, any and all of its other obligations
         and duties to the other party, whether express, implied, and in fact or
         in law.

16.      INTEGRATION/PURCHASE ORDER. This Agreement constitutes the entire
         agreement between the parties with respect to the Confidential
         Information and supersedes all previous proposals (both oral and
         written), negotiations, representations, commitments, writings,
         agreements, and all other communications between the parties. This
         Agreement may only be altered or modified by written instrument duly
         executed by both parties. In the event of any conflict between the
         terms and conditions of this Agreement and the terms and conditions of
         any purchase order, the terms and conditions of this Agreement will
         control.

The undersigned represent that they are duly authorized representatives of the
parties and have full authority to bind the parties, including any indicated
affiliates of the parties, by execution of this Agreement. The parties have
executed and delivered this Agreement, and it will be effective as of the
Effective Date.

COMPUWARE CORPORATION                            JDA SOFTWARE, INC.

Signature ___________________                    Signature _____________________

Name ________________________                    Name __________________________

Title _______________________                    Title _________________________

Date ________________________                    Date __________________________

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -30-
<PAGE>

                                   EXHIBIT VI.

                       SAMPLE COMPUWARE LICENSE AGREEMENT
                              AND PRODUCT SCHEDULE

                                                 Agreement No.__________________

                                LICENSE AGREEMENT

This License Agreement (Agreement), is between COMPUWARE CORPORATION (Compuware)
and Licensee:

Licensee Name: _________________________________________________________________

Street Address: ________________________________________________________________

                ________________________________________________________________

City: __________________________________ State: ________ Zip: __________________

1.       GRANT OF LICENSE

(a)      Upon Compuware's acceptance of each product schedule (Product
         Schedule(s)), Compuware grants to Licensee a non-exclusive,
         non-transferable, personal license to use the proprietary software
         product(s) and related user manuals provided under this Agreement
         (collectively referred to as Software). The Software may be used on the
         computer(s) as described on the Product Schedule(s) (Licensed
         Computer(s)) at the location(s) as described on the Product Schedule(s)
         (Licensed Location(s)), for the term and license type specified,
         subject to the terms and conditions of this Agreement and the Product
         Schedule(s).

(b)      The Software will be supplied to Licensee in machine readable object
         code for use on the Licensed Computer(s).

(c)      A copy of each user manual for the Software will be supplied to
         Licensee without additional charge, unless otherwise specified on the
         Product Schedule(s).

(d)      The Software may be used only (i) by Licensee, (ii) to process
         Licensee's own data and (iii) for Licensee's own internal operations.
         Licensee may not use the Software to offer data processing services to
         third parties, including but not limited to timesharing, facilities
         management, outsourcing or service bureau use, or other third party
         commercial purpose or gain unless Licensee either executes, and pays
         the fees associated with, an appropriate Compuware license for third
         party use or the specific third party use is otherwise authorized in
         writing by Compuware. All restrictions applicable to Licensee will also
         apply to any authorized third party user.

(e)      Licensee shall not make or allow others to make copies or reproductions
         of the Software in any form without Compuware's prior written consent,
         except for a machine readable copy for archival purposes to exercise
         the license granted. All copies or reproductions of the Software made
         by Licensee shall display the same Compuware legends and notices and
         shall be subject to the same conditions and restrictions as the
         original. Licensee shall not sublicense, distribute, modify or create
         derivative works of, reverse assemble or reverse compile, the Software.

(f)      By paying the fee(s) then in effect, the Software may be licensed for:
         additional users, use on additional computers, use on alternate
         platforms or, subject to maintenance being current, use on upgraded
         computers. Alternate locations and computers may be utilized
         temporarily only for back up and disaster recovery purposes for a
         reasonably necessary time period. Licensee may change the facility
         location(s) of the Software with prior written consent from Compuware,
         and shall notify Compuware in writing that all copies of the Software
         at the previous location(s) have been destroyed or transferred to the
         new location(s).

(g)      At Compuware's request, Licensee shall promptly furnish Compuware with
         written certification verifying that the Software is being used in
         accordance with this Agreement, including the number of users and the
         location, platform, model and serial number of the computers) on which
         the Software is installed. Licensee shall give Compuware reasonable
         access to Licensee's records and systems to verify that the Software is
         being used pursuant to this Agreement.

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -31-
<PAGE>

(h)      If the actual number of users exceeds the actual number of licensed
         users of the Software or the Software has been installed on unlicensed
         computers or platforms, Compuware may, at its option, terminate this
         Agreement or allow Licensee to pay the license fee then in effect,
         retroactive to the initial date of unauthorized use.

2.       PAYMENTS

Licensee shall pay to Compuware the total amount set forth in the applicable
Product Schedule(s) (Total Amount) upon invoice. Compuware may impose a late
payment charge equal to the lesser of 1-1/2% per month or the maximum rate
allowed by law.

3.       ACCEPTANCE

The Software described on a Product Schedule(s) will be deemed to be accepted by
Licensee upon Licensee's execution of that Product Schedule(s) or upon
Licensee's use of the Software in a production environment, whichever is sooner.
Licensee shall conduct its evaluation procedures between the time the Software
is delivered and Licensee's execution of the Product Schedule(s).

4.       ENTIRE AGREEMENT

HAVING READ BOTH SIDES OF THIS AGREEMENT, THE PARTIES AGREE TO BE BOUND AND
ABIDE BY ITS TERMS AND CONDITIONS. THIS AGREEMENT, INCLUDING ALL PRODUCT
SCHEDULES, CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING
BETWEEN THEM, AND SUPERSEDES ALL PRIOR PROPOSALS AND ALL OTHER PRIOR
COMMUNICATIONS BETWEEN THEM RELATING TO THIS LICENSE AND THE USE OF THE
SOFTWARE, WHETHER ORAL OR WRITTEN, AND THE TERMS AND CONDITIONS OF ANY PRIOR,
CONCURRENT OR SUBSEQUENT PURCHASE ORDER(S) PROVIDED BY LICENSEE. THIS AGREEMENT
IS BINDING UPON EXECUTION BY AN AUTHORIZED REPRESENTATIVE OF LICENSEE AND
ACCEPTANCE BY AN AUTHORIZED REPRESENTATIVE OF COMPUWARE, AND MAY ONLY BE ALTERED
OR MODIFIED BY A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
EACH PARTY.

5.       TITLE, PROPRIETARY RIGHTS AND NON-DISCLOSURE

(a)      Title and full ownership rights to the Software furnished under this
         Agreement and all intellectual property rights including patent,
         copyright, trademark and trade secret rights remain with Compuware or
         its third party providers where applicable. This Agreement does not
         transfer title to Licensee of the intellectual property contained in
         the Software.

(b)      Licensee acknowledges and agrees that the Software is the property of
         and contains trade secrets of Compuware and agrees that Licensee will,
         and Licensee will cause its employees, to keep in confidence and
         protect the Software from disclosure to third parties and restrict its
         use as provided in this Agreement. Licensee acknowledges that
         unauthorized disclosure may cause substantial economic loss to
         Compuware or its third party providers. Compuware reserves all rights
         granted to it under the copyright, patent and other intellectual
         property laws of the United States and all other statutory and common
         laws.

(c)      Licensee shall not be liable to Compuware for disclosure of the
         Software if the same is (i) now in or subsequently comes into the
         public domain without breach of this Agreement, (ii) known to Licensee
         without obligation of confidentiality prior to receipt of the
         proprietary material from Compuware, (iii) independently developed by
         the Licensee without breach of this Agreement, (iv) disclosed by
         Licensee with the prior written approval of an authorized Compuware
         officer, or (v) rightfully received by Licensee from a third party
         without breach of this Agreement or accompanying secrecy obligations.

(d)      This section 5 shall survive the termination of this Agreement.

6.       TAXES AND DUTIES

Licensee shall pay all applicable taxes due under this Agreement, including but
not limited to federal, state or local sales, use, tariffs, duties and value
added taxes, excluding taxes based on Compuware's net income. Licensee is
responsible for personal property and similar taxes on any Software from the
date the Software is shipped to

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -32-
<PAGE>

Licensee. Written proof of exempt status must be provided to Compuware for
exemption from any tax, tariff or duty.

7.       ASSIGNMENT AND TRANSFER

Licensee shall not assign or transfer its rights or obligations under this
Agreement without the prior written consent of Compuware. Any authorized
assignment or transfer of the Software shall be subject to Licensee paying the
license and maintenance fees due up to the date of assignment or transfer and
under the terms of the most current Compuware license agreement. Compuware
reserves the right to charge a fee for any assignment or transfer. Any
assignment or transfer prohibited by this provision will be void.

8.       INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

(a)      In the event of an intellectual property right claim, Compuware agrees
         to indemnify and hold Licensee harmless provided Licensee (i) gives
         Compuware prompt written notice of such claim, (ii) permits Compuware
         to defend or settle the claim and (iii) provides all reasonable
         assistance to Compuware in defending or settling the claim.

(b)      In the defense or settlement of such claim, Compuware may (i) obtain
         for Licensee the right to continue using the Software or (ii) replace
         or modify the Software so that it avoids such claim or (iii) if such
         remedies are not reasonably available, accept the return of the
         infringing Software and provide Licensee with a pro-rata refund of the
         license fees paid for such Software based on a five (5) year use
         period.

(c)      Compuware shall have no liability if the alleged infringement is based
         on (i) a modification of the Software by anyone other than Compuware,
         (ii) use of the Software on other than the Licensed Computer(s) or
         (iii) a patent claim for which the existing U.S. patent issue date is
         subsequent to the date of this Agreement. This section states the
         entire liability of Compuware and Licensee's sole and exclusive
         remedies with respect to misappropriation or infringement of
         intellectual property rights.

9.       LIMITED WARRANTIES AND REMEDIES

(a)      Compuware warrants and represents that (i) it has the authority to
         grant the license described in the Agreement, (ii) the Software will
         operate on the Licensed Computer(s) in substantial accordance with the
         specifications set forth in the user manuals applicable to the Software
         at the time the Software is accepted, and (iii) any service rendered by
         Compuware will be performed by qualified personnel. Compuware will make
         reasonable efforts to correct significant deviations from such
         specifications.

(b)      THE WARRANTIES GIVEN IN THIS SECTION ARE IN LIEU OF ALL OTHER
         WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING,
         WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE IMPLIED
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10.      LIMITATION OF LIABILITY

(a)      Except as provided in Section 8 of this Agreement, the entire liability
         of Compuware and Licensee's exclusive remedy for damages from any cause
         related to or arising out of this Agreement, regardless of the form of
         action, whether in contract or in tort, will not exceed the charges
         paid by Licensee to Compuware FOR THE SOFTWARE WHICH IS THE SUBJECT
         MATTER OF THE CAUSE OF ACTION ASSERTED during the TWELVE (12) month
         period immediately preceding Licensee's notice to Compuware of such
         claim or cause.

(b)      In no event will Compuware be liable for any incidental, indirect,
         special or consequential damages, including, but not limited to, loss
         of use, revenues, profits or savings, even if Compuware knew or should
         have known of the possibility of such damages; claims, demands or
         actions against Licensee by any third party, except as provided in
         Section 8; or loss of or damage to Licensee's data from any cause.

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                      -33-
<PAGE>

11.      SOFTWARE MAINTENANCE SERVICE

If Licensee is current in the payment of all license and maintenance fees,
Compuware will maintain unaltered Software in an operable condition and in
substantial accordance with the specifications set forth in the user manuals.
Compuware will also make available to Licensee any generally incorporated
improvements and enhancements to the Software which are not designated as
options. Software maintenance service will be provided at no additional charge
for the period specified, if any, on the Product Schedule(s). Licensee may
continue Software maintenance services on an annual basis by paying in advance
the Software maintenance fees then in effect. Compuware will use its best
efforts to make any correction, replacement or other service after Licensee has
identified an error and notified Compuware in accordance with the reporting
procedures outlined in the user manuals. If a malfunction corrected by Compuware
was attributable to Licensee, Licensee agrees to pay Compuware the fair market
value of the services Compuware provided in making the change or correction.
Unless Licensee provides written notice to Compuware at least sixty (60) days
prior to the renewal period to discontinue Software maintenance service, such
Software maintenance will be renewed.

12.      DEFAULT

Either party may terminate the Agreement if the other fails to cure any material
default within thirty (30) days of written notice. Notwithstanding the above,
Compuware may terminate the Agreement upon written notice for any failure of
Licensee to protect Compuware's intellectual property rights in the Software.
Failure to pay any delinquent amount shall cause all unpaid fees, and fees which
would have become due under this Agreement, to become immediately due and
payable and may cause Compuware to suspend any Software maintenance services.
Any terms of this Agreement which by their nature extend beyond its termination
remain in effect until fulfilled, and apply to respective successors and
assignees. Upon termination of any license granted under this Agreement,
Licensee shall immediately either return the Software to Compuware, or destroy
the Software, and certify in writing to Compuware that all copies of the
Software have been destroyed.

13.      GENERAL

Failure or delay by either party in exercising any right or remedy will not
constitute a waiver. In the event that any provision of this Agreement shall be
declared invalid, the entire Agreement shall not fail on its account, and that
provision shall be severed, with the balance of this Agreement continuing in
full force and effect. Product Schedule(s) may be submitted under this Agreement
for a period of three (3) years from the date this Agreement is signed by
Compuware, unless otherwise agreed to in writing by the parties. All Product
Schedule(s) are subject to acceptance by Compuware. Certain Software products
contain product security keys. All agent code for client server software outside
specifications is external to the Software and is the responsibility of
Licensee. Compuware may provide professional services, including technical and
consultant services other than Software maintenance services, at Compuware's
then current rates on a timely basis subject to availability of qualified
personnel. In no event may Software be assigned or transferred outside of
country boundaries. This Agreement shall be governed by the laws of the State of
Michigan and the parties agree to submit to the jurisdiction of the federal or
state courts in the State of Michigan.

Revised: July, 1995

ACCEPTED BY COMPUWARE:                 AGREED BY LICENSEE:

________________________________       _____________________________________
Authorized Signature                   Authorized Signature

________________________________       _____________________________________
Name                                   Name

________________________________       _____________________________________
Title                                  Title

________________________________       _____________________________________
Date                                   Date

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
                                     - 34 -

<PAGE>

PRODUCT SCHEDULE NO. ONE

This Product Schedule will be affixed to and become a part of AGREEMENT NO.
94151V (the "Agreement").

Licensee shall be licensed to use the Software specified below. Such use shall
be governed by the terms and conditions of the Agreement. By paying the fee then
in effect, the Software may be licensed for: additional users, use on additional
computers, use on alternate platforms or, subject to maintenance being current,
use on upgraded computers. In the event that this Product Schedule conflicts
with previous Product Schedule(s) for the specified Software, the most current
Product Schedule(s) will control. In the event that this Product Schedule
conflicts with the Agreement, the Agreement will control.

LICENSEE:                      JDA Software Group, Inc.
SITE NO.: 1                    14400 N. 87th Street
                               Scottsdale, AZ 85260

<TABLE>
<CAPTION>
                                AUTHORIZED                        LICENSED         OS           SUPPORT
         SOFTWARE                LICENSES         AMOUNT        COMPUTER(S)     PLATFORM     SERVICE FEES
         --------               ----------     ------------     -----------     --------     ------------
<S>                             <C>            <C>              <C>             <C>          <C>
VAR Application Deployment          *c         $1,250,000*a          *c            *c             *b
</TABLE>

*b       Support Service fees will be calculated in accordance with Section 6 of
         Exhibit I to the Agreement.

*c       Licensee shall, upon execution of this Product Schedule, pay Compuware
         royalties of $1,250,000 ("Minimum Royalty Payment"). As Licensee
         deploys VAR Application Software to End Users, the Minimum Royalty
         Payment shall be reduced by an amount equal to the VAR Application
         Software license fee multiplied by .07 (6.4% royalty + .6% first year
         maintenance). The Minimum Royalty Payment is a non-refundable payment
         that must be depleted by March 31, 2002. Thereafter, except as provided
         in Section IV, 5(e) of the Agreement, any unused portion shall be
         forever forfeited, with no right of refund or set off. After March 31,
         2002, Licensee has the option to make an additional Minimum Royalty
         Payment of $1,250,000 to extend the 7% royalty rate for an additional
         twenty-four (24) months. Except as provided in Section IV, 5(e) of the
         Agreement, if Licensee does not exercise said option, the royalty rate
         will increase to a level not to exceed 10% (including first year
         maintenance).

              SCHEDULE PRICE AND TERMS VALID THROUGH JUNE 30, 2000

*a Licensee hereby accepts the Software upon execution of this Product Schedule
and agrees to pay Compuware the Total Amount of $1,250,000 U.S. Dollars in
accordance with the payment terms specified as follows: $625,000 due and payable
with the signing of this Product Schedule and $625,000 due and payable on or
before June 30, 2000.

Accepted By Compuware:                      Agreed By Licensee:

/s/ W. Alan Cantrell                        /s/ James D. Armstrong
-----------------------------               ---------------------------------
Authorized Signature                        Authorized Signature

Name W. ALAN CANTRELL                       Name James D. Armstrong

Title Vice President                        Title Chief Executive Officer
      Enterprise solutions

Date June 23, 2000                          Date June 23, 2000

                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL
<PAGE>
9/17/2001 [ILLEGIBLE]

COMPUWARE CORPORATION                                        [COMPUWARE(R) LOGO]

Systoms Software Division
31440 NORTHWESTERN HIGHWAY-FARMINGTON HILLS, MICHIGAN 48334-2564
(248) 737-7300

PRODUCT SCHEDULE NO. TWO

This Product Schedule will be affixed to and become a part of Agreement No.
94151V

Licensee shall be licensed to use the Software specified below. Such use shall
be governed by the terms and conditions of the Agreement. By paying the
[ILLEGIBLE] then in effect, the Software may be licensed for additional users,
use on additional computers, use on alternate platforms or, subject to
maintenance being current, use on upgraded computers. In the event that this
Product Schedule conflicts with previous Product Schedule(s) for the specified
Software, the most current Product Schedule(s) will control.

LICENSEE:           JDA Software Group, Inc.
SITE NO.: 1         14400 N. 87th Street
                    Scottsdale, AZ 85260
<TABLE>
<CAPTION>
                              AUTHORIZED                      LICENSED         OS           MAINTENANCE
      SOFTWARE                 LICENSEE         AMOUNT       COMPUTER(S)    PLATFORM        SERVICE FEES
      --------                -----------       ------       -----------    --------        -------------
<S>                           <C>             <C>            <C>          <C>               <C>
VAR Application Deployment     *a             $1,250,000       *a         *[ILLEGIBLE]            *b
</TABLE>

*a       Amount per VAR Application Software Schedule contained in VAR Agreement
         Exhibit I dated April 1, 2000.

*b       Maintenance service fees per VAR Agreement dated April 1, 2000.

*c       Licensee shall, upon execution of this Product Schedule, pay Compuware
         royalties of $1,250,000 ("Minimum Royalty Payment") As Licensee deploys
         VAR Application Software to End Users, the Minimum Royalty Payment
         shall be reduced by an amount equal to the VAR Application Software
         license fee multiplied by 5.7% (5.5% royalty .2%+ first year
         maintenance). The Minimum Royalty Payment is a non-refundable payment
         that must be depleted by December 31, 2003. Thereafter, any unused
         portion shall be forever forfeited, with no right of refund or set off.
         After December 31, 2003, Licensee has the option to make an additional
         Minimum Royalty Payment of $1,250,000 to extend the 5.7% royalty rate
         for an additional twenty-four (24) months. If Licensee does not
         exercise said option, the royalty rate will increase to a level not to
         exceed 10% (including first year maintenance).

            SCHEDULE PRICE AND TERMS VALID THROUGH SEPTEMBER 28, 2001

Licensee hereby accepts the Software upon execution of this Product Schedule and
agrees to pay Compuware the Total Amount of $1,250,000 U.S. Dollars in
accordance with the payment terms specified as follows: $625,000 due and payable
with the signing of this Product Schedule and $625,000 due and payable on or
before November 30, 2001.

Accepted By Compuware:                   Agreed By Licensee:

/s/ James B. Branch                      /s/ James D. Armstrong
----------------------------             ---------------------------
Authorized Signature                     Authorized Signature

James B. Branch                          James D. Armstrong
----------------------------             ----------------------------
Name                                     Name

Director Business Support                CEO
----------------------------             ----------------------------
Title                                    Title

9/28/01                                  9/27/01
----------------------------             -----------------------------
Date                                     Date
<PAGE>

                                    AMENDMENT
                                       to
                            PRODUCT SCHEDULE NO. TWO
                             (AGREEMENT NO. 94151V)
                                      dated
                               SEPTEMBER 28, 2001
                                     between
                             COMPUWARE CORPORATION
                                       and
                            JDA SOFTWARE GROUP, INC.

This amendment ("Amendment") is hereby affixed to and shall become part of
Product Schedule No. Two dated September 28, 2001 between Compuware Corporation
("Compuware") and JDA Software Group, Inc. ("Licensee") The Amendment, as
incorporated into Product Schedule No. Two, is subject to all terms, conditions,
restrictions and limitations contained in Agreement 94151V. By way of this
Amendment, the following modifications are made:

1)       DELETE *c IN ITS ENTIRETY AND REPLACE WITH THE FOLLOWING:

      *c Licensee shall, upon execution of this Product Schedule, pay Compuware
         royalties of $1,250,000 ("Minimum Royalty Payment"). As Licensee
         deploys VAR Application Software to End Users, the Minimum Royalty
         Payment shall be reduced by an amount equal to the VAR Application
         Software license fee multiplied by a factor of: 1) .057 (5.5% royalty +
         .2% annual maintenance) for the period of September 28, 2001 through
         December 31, 2003; and 2) .125 (12.0% royalty + .5% annual maintenance)
         for the period of January 1, 2004 through March 31, 2005. The Minimum
         Royalty Payment is a non-refundable payment that must be depleted by
         March 31, 2005. Thereafter, any unused portion shall be forever
         forfeited, with no right of refund or set off. It is understood and
         agreed by both parties that should Licensee deplete their inventory and
         therefore License's actual Royalty Payment obligations exceed the
         $1,250,000 ("Minimum Royalty Payment") Licensee has paid Compuware,
         then Licensee shall pay Compuware an amount equal to the VAR
         Application Software license fee multiplied by a factor of: 1) .057
         (5.5% royalty + .2% annual maintenance) for the period of September 28,
         2001 through December 31, 2003; and 2) .125 (12.0% royalty + .5% annual
         maintenance) for the period of January 1, 2004 through March 31, 2005.

2)       ADD THE FOLLOWING AS *d:

      *d For the period of April 1, 2005 through March 31, 2008 Licensee's
         Royalty Payment shall be the VAR Application Software license fee
         multiplied by a factor of .09 (8.7% royalty + .3% annual maintenance).

3)       ADD THE FOLLOWING AS *e:

      *e Both parties consent and agree that the Term of the Agreement (94151V)
         is extended for an additional three (3) years through March 31, 2008.

All other terms and conditions of the Agreement and Product Schedule No. Two
shall remain in full force and effect.

Accepted:                                        Agreed:
COMPUWARE CORPORATION                            JDA SOFTWARE GROUP, INC.

/s/ Don E. Morrison                              /s/ Peter J. Charness
---------------------------------                -------------------------------
Authorized Signature                             Authorized Signature

Don E. Morrison                                  Peter J. Charness
---------------------------------                -------------------------------
Name (Printed or Typed)                          Name (Printed or Typed)

     ILLEGIBLE                                   SR. VP. JDA Software
---------------------------------                -------------------------------
Title                                            Title

12/23/03                                         Dec 19, 2003
---------------------------------                -------------------------------
Date                                             Date


                                                               REVIEWED/APPROVED
                                                                   JDA LEGAL