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                                                                   EXHIBIT 10.19


                           SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT (the "Agreement"), is made as of June 3, 1999, (the "Effective
Date") by and between JDA SOFTWARE, INC., an Arizona corporation ("JDA") and
WEISS & NEUMAN, a Missouri corporation ("Licensee").

                                    RECITALS

1.       JDA has either (i) developed and owns certain computer software and
         related documentation, or (ii) has been granted the right by a third
         party ("Third Party") to distribute certain computer software and
         related documentation; and

2.       Licensee desires a license from JDA to use such software and
         documentation and JDA is willing to grant such license upon and subject
         to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the conditions and mutual
covenants contained herein, the parties agree:

                                 I. DEFINITIONS

The term:

1.1      "Documentation" means JDA's user instructions and functional
         specifications described in Exhibit A, any additions and updates
         thereto, and any portion of any of the foregoing.

1.2      "Standard Specifications" means the functional specifications described
         in the Documentation.

1.3      "Standard Software" means the computer software described in Exhibit A
         whether in source code, object code, or any other form, and any portion
         of the foregoing.

1.4      "Module" means each portion of the Standard Software; "Server" means a
         single central processing unit ("CPU") that enables other CPUs
         electronically-linked to the Server to access the Software; "Site"
         means a specific, physical location of Licensee's Server as set forth
         on Exhibit B; "Authorized User" means any individual having electronic
         access to the Server.

1.5      "Modifications" means additions to the Standard Software which (i)
         change its utility, efficiency, functional capability, or application
         but which do not alter its basic features and functionality, and (ii)
         are developed by JDA and/or with JDA's assistance pursuant to a
         separate, written Consulting Services Agreement.

1.6      "Licensee Modifications" means additions to the Standard Software which
         change its utility, efficiency, functional capability, or application
         but which do not alter its basic features and functionality which are
         (i) developed by or for Licensee without JDA's assistance (provided
         Licensee is granted the right to use the source code), (ii) are not
         developed by JDA, and (iii) either operate as a free standing module or
         set of instructions, or add a new function to the Standard Software.

1.7      "Updates" means all new releases, program temporary fixes, or patches,
         if any, to the Standard Software provided by JDA, when and if
         available, to its customers.

1.8      "Software" means the Standard Software, Modifications, Updates,
         Documentation and any portion of the foregoing.

1.9      "Supported Software" means each portion of the Software for which
         Licensee receives, and JDA provides support services pursuant to a
         separate, written Software Support Agreement.



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1.10     "Exhibit" means an exhibit attached hereto and incorporated herein by
         said reference.

1.11     "Territory" means United States.


1.12     "License Term" means in perpetuity.


                                  II. LICENSE

2.1      GRANT OF LICENSE. Subject to the terms and conditions herein, JDA
         hereby grants Licensee a nonexclusive, nontransferable license to use
         the Software in the Territory, solely for Licensee's internal data
         processing operations.

2.2      Licensee may:


         (a)      after written notice to JDA, use the Software temporarily (not
                  longer than forty-five (45) days) on a back-up machine in the
                  event that the Server is inoperable;

         (b)      make a single copy of the Software (exclusive of
                  Documentation) for each of the following purposes; (i)
                  archival, (ii) disaster recovery, (iii) testing, and (iv)
                  production;

         (c)      modify or merge the Software with other software, with the
                  understanding that any modifications, however extensive, will
                  not diminish JDA's (or Third Party's) title or interest in the
                  Software, so long as Licensee has been granted the right to
                  use the source code and, where required, acquired an
                  additional license from Third Party; and

         (d)      make a reasonable number of copies of the Documentation as is
                  necessary to use the Software as contemplated and limited
                  hereunder.


2.3      LICENSE EXCLUSIONS. Except (i) as expressly authorized herein, and (ii)
         as and to the extent specifically authorized under applicable law,
         Licensee will not:

         (a)      copy, translate, rent, lease, sublicense or otherwise transfer
                  the Software;

         (b)      cause or permit reverse compilation or reverse assembly of all
                  or any portion of the Software, provided that upon Licensee's
                  written request, JDA will provide necessary interface
                  information to achieve interoperability of the Software with
                  independently created computer programs to Licensee on payment
                  of JDA's reasonable fee;

         (c)      relocate the Software from the Site without providing prior
                  written notice to JDA;

         (d)      provide information processing, computer service bureau,
                  computer time sharing (or similar services) to any other
                  party, or pirate the Software with a third-party's data.

2.4      No license, right or interest in any JDA (or Third Party) trademark,
         trade name, or service mark is granted hereunder. Any rights not
         explicitly granted herein are expressly reserved by and to JDA.

2.5      Licensee acknowledges that the Software and all related technical
         information, documents and materials are subject to export controls
         under the U.S. Export Administration Regulations and the applicable
         export controls of the Territory. Licensee will (i) comply strictly
         with all legal requirements established under these controls, (ii)
         cooperate fully with JDA in any official or unofficial audit or
         inspection that relates to these controls and (iii) not export,
         re-export, divert or transfer, directly or indirectly, any such item or
         direct products thereof to Cuba, Iran, Iraq, Libya, North Korea or any
         country that is embargoed by Executive order, unless Licensee has
         obtained the prior written authorization of JDA and the U.S. Commerce
         Department and the applicable regulatory body in the Territory. Upon
         notice to Licensee, JDA may modify

<PAGE>

this list to conform to changes in the U.S. Export Administration Regulations
and the applicable regulations of the Territory.

2.6  TITLE AND PROTECTION.

     (a)  Licensee acknowledges that JDA or Third Party will own all rights in
          any copy, translation, modification, adaptation or derivation of the
          Software that Licensee may create, including any improvement or
          development thereof. If, by operation of law, any person is deemed to
          possess any rights in such items ("Author"), Licensee will cause the
          Author to assign such rights to JDA and Third Party. To the extent
          that such rights are inalienable under applicable law, Licensee will
          cause the Author to waive and agree not to exercise such rights and,
          if such waiver and agreement are deemed invalid, to grant JDA, Third
          Party and their designees the exclusive, perpetual, irrevocable,
          worldwide and royalty-free right to use, market and modify such items
          without identifying the Author or seeking the Author's prior consent.
          Upon JDA's request, Licensee will use its best effort to cause the
          Author to execute any instrument that is appropriate to give full
          legal effect to the provisions of this Section.

     (b)  Licensee will affix, to each full or partial copy of the Software
          made by Licensee including, without limitation, Licensee
          Modifications, all copyright and proprietary information notices as
          affixed to the original.

     (c)  Licensee agrees that Third Party will 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. Solely to accept the
          Third Party's rights under this Agreement, JDA accepts the third
          party beneficiary rights as agent on behalf of Third Party. Licensee
          acknowledges that Third Party accepts its third party beneficiary
          rights hereunder.


                         III.  DELIVERY AND ACCEPTANCE

3.1  DELIVERY. JDA will ship the Standard Software and Documentation to
     Licensee within a reasonable time after the Effective Date. Delivery of
     the Standard Software and Documentation will be complete upon JDA's
     shipment of the same, hereafter the "Delivery Date". Where applicable,
     Licensee will (i) obtain all licenses required to import the Software into
     the Territory, (ii) clear the Software through local customs promptly upon
     their arrival at the Territory and (iii) pay all customs duties and other
     charges assessed on such importations in the Territory.

3.2  ACCEPTANCE. Licensee will be deemed to have received and accepted the
     Standard Software that has been delivered to Licensee or to which any
     correction Notice (defined below) has been provided to Licensee by JDA,
     and the related Documentation, unless (a) with respect to such Standard
     Software, it materially fails to conform to the applicable Standard
     Specifications, and with respect to such Documentation, it fails to
     conform to the description in Exhibit A; (b) Licensee gives written notice
     of nonacceptance of such Standard Software and/or Documentation to JDA
     within 15 business days after the Delivery Date or delivery of a
     Correction Notice; and (c) Licensee's notice of nonacceptance states
     specifically (i) with respect to such Standard Software the Standard
     Specifications to which it fails to conform and the manner in which it
     fails to conform to such Standard Specifications with sufficient
     specificity to permit JDA to identify the nonconformity, and (ii) with
     respect to such documentation, the manner in which it fails to conform to
     the description in Exhibit A. If a Module of Standard Software or the
     related Documentation has been rejected pursuant to the first sentence of
     this Section 3.2 then JDA will, promptly after receipt of Licensee's
     rejection notice, use reasonable efforts to promptly correct or replace
     the existing, identified nonconformity and will notify Licensee of the
     completion of such correction or replacement (such notification, a
     "Correction Notice"). Licensee  will cooperate with JDA in its efforts to
     correct or replace the nonconformity. The correction or replacement of any
     portion of a Module of Standard Software that fails to conform to the
     Standard Specifications, or any Documentation that fails to conform to
     Exhibit A, will be Licensee's exclusive remedy for any such failure.

<PAGE>



            IV. WARRANTY, INDEMNIFICATION, DISCLAIMERS, LIMITATIONS

4.1  SOFTWARE WARRANTY.

     (a)  JDA warrants that the Standard Software will perform substantially in
          accordance with the Documentation for a period of six (6) months from
          the Deliver Date (the "Warranty Period"). JDA further warrants that it
          has not and will not intentionally insert into the Standard Software
          any virus, worm, trojan horse, or other disabling code. JDA's sole
          obligation for breach of this warranty is to repair or replace the
          defective Standard Software with one (1) copy of conforming Software
          in a timely manner, provided Licensee (i) notifies JDA of the
          deficiency within the Warranty Period, and (ii) has installed all
          Updates provided by JDA to Licensee.

     (b)  The warranty set forth in Section 4.1(a) will be null and void upon
          modification of the Standard Software by any party other than JDA and
          not approved in writing by JDA, or Licensee's material breach of this
          Agreement.

4.2  YEAR 2000 WARRANTY.

     (a)  LIMITED WARRANTY. JDA warrants that the Supported Software delivered
          under this Agreement will record, store, process and present calendar
          dates falling on or after January 1, 2000 in the same manner and with
          substantially the same functionality as such Supported Software
          records, stores, processes and presents calendar dates falling on or
          before December 31, 1999.

     (b)  REMEDY. In the event that any Supported Software fails to operate as
          described in Section 4.2(a) ("Non-Compliance"), Licensee's exclusive
          remedy, and JDA's exclusive liability, will be to repair the
          Non-Compliant Supported Software or replace it with one copy of
          Supported Software substantially conforming to the warranty set forth
          in Section 4.2(a).

     (c)  LIMITATIONS. The warranty provided in Section 4.2(a) will not apply
          to the extent that the Non-Compliance arises as a result of (i)
          modification of the Supported Software other than by JDA, (ii) failure
          to promptly install an Update that would have eliminated the
          Non-Compliance, (iii) use of the Supported Software with data that is
          Non-Compliant, and (iv) the combination of the Supported Software with
          other items not provided by JDA, but only if the Non-Compliance would
          not have arisen from use of the Supported Software alone.

4.3  INDEMNIFICATION

     (a)  JDA will defend and indemnify Licensee against, and hold Licensee
          harmless from, any and all liability and expenses resulting from any
          action brought against Licensee to the extent that it is based on a
          claim that the Software infringes a valid copyright in the Territory,
          provided that JDA is given prompt notice, information, reasonable
          assistance, and sole authority to defend or settle the claim. In the
          defense or settlement of the claim, JDA may in its reasonable judgment
          and at its option and expense (i) obtain for Licensee the right to
          continue using the Software, (ii) replace or modify the Software so
          that it becomes noninfringing while giving equivalent performance, or
          (iii) if the remedies in (i) or (ii) are not commercially feasible,
          JDA may, as its sole obligation, terminate the license for the
          infringing Software and upon receipt of the infringing Software,
          return only the license fees paid by Licensee for such Software,
          depreciated over a five (5) year straight line depreciation schedule
          from the Effective Date. Licensee's failure to provide prompt notice,
          information and assistance will release JDA from its obligations
          hereunder to the extent JDA is prejudiced thereby.


     (b)  JDA will have no liability to indemnify, defend or hold harmless
          Licensee as set forth in Section 4.3(a) to the extent the alleged
          infringement is caused by (i) a modification of the Software by anyone
          other than JDA, (ii) use of the Software other than in accordance with
          the Documentation



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                  or the terms of this Agreement, (iii) screen formats, report
                  formats, logic, code or other information or data provided by
                  Licensee, (iv) the failure of Licensee to use Updates supplied
                  at no cost by JDA, or (v) the combination of Software with
                  other items not developed by JDA, but only if the infringement
                  claim would not have arisen from use of the Software alone.

         (c)      THE FOREGOING PROVISIONS OF THIS SECTION 4.3 CONSTITUTE THE
                  ENTIRE LIABILITY OF JDA AND THE EXCLUSIVE REMEDY OF LICENSEE
                  WITH RESPECT TO ANY CLAIM THAT JDA HAS BREACHED THE WARRANTY
                  MADE IN SECTION 4.3(a) OR THAT THE SOFTWARE INFRINGES UPON A
                  THIRD PARTY'S VALID COPYRIGHT IN THE TERRITORY. LICENSEE
                  FURTHER ACKNOWLEDGES THAT (i) THE PRICES AND OTHER CHARGES
                  CONTEMPLATED UNDER THIS AGREEMENT ARE BASED ON THE LIMITED
                  WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY SPECIFIED IN
                  SECTIONS 4.1, 4.2 AND 4.3 AND (ii) SUCH CHARGES WOULD BE
                  SUBSTANTIALLY HIGHER IF ANY OF THESE PROVISIONS WERE
                  UNENFORCEABLE.

         (d)      Except as provided in Section 4.3(a), Licensee will defend and
                  indemnify JDA against and hold JDA harmless from, any and all
                  liability and expenses resulting from any action brought
                  against JDA to the extent that it is based on a claim asserted
                  by a third party relating to or arising out of Licensee's use
                  or misuse of the Software or any item provided by Licensee as
                  contemplated in Section 4.3(b).

4.4      DISCLAIMERS, LIMITATIONS.

         (a)      JDA DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL,
                  WARRANTIES, CONDITIONS AND REPRESENTATIONS OTHER THAN THE
                  WARRANTIES, CONDITIONS AND REPRESENTATIONS EXPRESSLY MADE IN
                  THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED,
                  OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING,
                  WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS
                  FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND
                  NON-INFRINGEMENT. LICENSEE ACKNOWLEDGES THAT USE OF THE
                  SOFTWARE MAY NOT BE UNINTERRUPTED OR ERROR FREE. THE REMEDIES
                  SET FORTH HEREIN WILL BE THE SOLE AND EXCLUSIVE REMEDIES OF
                  LICENSEE.

         (b)      The Parties understand that Licensee may use certain third
                  party software or equipment in conjunction with the Software.
                  JDA MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR
                  IMPLIED, AS TO THE QUALITY, CAPABILITIES, OPERATIONS,
                  PERFORMANCE OR SUITABILITY OF THE THIRD PARTY SOFTWARE OR
                  EQUIPMENT, INCLUDING THE ABILITY TO INTEGRATE SAME WITH THE
                  SOFTWARE. THE QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE
                  AND SUITABILITY OF THE THIRD PARTY SOFTWARE OR EQUIPMENT LIE
                  SOLELY WITH LICENSEE AND THE VENDOR OR SUPPLIER OF SUCH THIRD
                  PARTY SOFTWARE OR EQUIPMENT, AS THE CASE MAY BE.

         (c)      THE AMOUNTS TO BE PAID TO JDA UNDER THIS AGREEMENT DO NOT
                  INCLUDE ANY ASSUMPTION OF RISK AND JDA WILL NOT, UNDER ANY
                  CIRCUMSTANCES, BE LIABLE FOR (i) ECONOMIC, INCIDENTAL,
                  CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY
                  DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE,
                  WHETHER CLAIMED UNDER CONTRACT, TORT, BREACH, FAILURE OF
                  WARRANTY OR ANY OTHER LEGAL THEORY OR (ii) LOSS OF OR DAMAGE
                  TO LICENSEE DATA OR PROGRAMMING.

         (d)      THE MAXIMUM AGGREGATE LIABILITY OF JDA FOR ALL CLAIMS UNDER
                  THIS AGREEMENT WILL BE ONE HUNDRED PERCENT (100%) OF THE FEE
                  RECEIVED BY




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                  JDA FROM LICENSEE FOR THE LICENSE OF THE SOFTWARE WHICH IS THE
                  SUBJECT OF SUCH LIABILITY.

         (e)      THE WARRANTIES MADE IN SECTIONS 4.1(a), 4.2(a) AND 4.3(a)
                  EXTEND ONLY TO LICENSEE AND ITS PERMITTED ASSIGNS.

         (f)      ANY ACTION AGAINST JDA PERMITTED UNDER THIS AGREEMENT AND NOT
                  BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION
                  ACCRUES WILL BE DEEMED BARRED.

         (g)      ANY PRODUCTS (INCLUDING SOFTWARE) PROVIDED BY JDA TO LICENSEE,
                  IN ADDITION TO THE PRODUCTS WHICH JDA HAS SPECIFICALLY AGREED
                  TO PROVIDE IN THIS AGREEMENT, WILL BE PROVIDED SUBJECT TO THE
                  PROVISIONS OF THIS SECTION 4.4, UNLESS OTHERWISE EXPRESSLY
                  AGREED IN WRITING. NOTWITHSTANDING THE FOREGOING, ANY
                  SHELFWARE (DESIGNATED AS SUCH IN WRITING) PROVIDED TO LICENSEE
                  BY JDA, WILL BE PROVIDED AS IS AND WITHOUT ANY WARRANTIES
                  WHATSOEVER INCLUDING, BUT NOT LIMITED TO, THE WARRANTY SET
                  FORTH IN SECTION 4.2; ALL IMPLIED WARRANTIES, CONDITIONS AND
                  REPRESENTATIONS ARE HEREBY AND FOREVER DISCLAIMED FOR SUCH
                  SHELFWARE. FOR PURPOSES OF THIS SECTION 4.4(g), "SHELFWARE" IS
                  DEFINED AS SOFTWARE MODIFICATIONS CREATED BY JDA FOR CUSTOMERS
                  WHICH MAY BE HELPFUL TO OTHER CUSTOMERS DESIRING SIMILAR
                  MODIFICATIONS AND WHICH IS NOT SUBJECT TO RESTRICTIONS ON ITS
                  USE BY JDA.

                        V. BREACH, TERMINATION, SURVIVAL

5.1      BREACH. Upon any failure by either party to perform or comply with any
         of its obligations under this Agreement, which breach is not cured
         within thirty (30) days of receipt of written notice, the non-breaching
         party will have the right, without waiving any right or remedy
         otherwise available, to cease performance until such failure is
         remedied.

5.2      TERMINATION.

         (a)      Upon the termination of this Agreement, JDA will have the
                  right to take immediate possession of the Software to the
                  extent permitted by applicable law and Licensee will (i)
                  discontinue exercising any rights granted hereunder, (ii)
                  deliver to JDA all Software then in its possession or control,
                  including, without limitation, all copies and duplicates in
                  whatever form, and (iii) certify in writing that all materials
                  required to be delivered to JDA have been delivered to JDA.

         (b)      Termination of this Agreement will be without prejudice to any
                  rights of either party against the other and such termination
                  will not relieve either party of any of its obligations to
                  the other existing at the time of termination. Furthermore,
                  nothing in this Section V will be deemed to permit Licensee to
                  terminate any other agreement (including, but not limited to,
                  a Software Support Agreement or Help Desk Agreement) prior to
                  termination of the initial term contained therein, or in any
                  manner contrary to the terms specified therein unless
                  termination of this Agreement is for JDA's material breach.

         (c)      Licensee will have a one time right to terminate this
                  Agreement if, and only if, it is unable to consummate the
                  purchase of Bakers Shoes from Edison Brothers. At such time as
                  the Agreement to Purchase Bakers Shoes is concluded, Licensee
                  will give JDA written notice of such consummation. In the
                  event that Licensee's purchase of Bakers Shoes is not
                  consummated, the Licensee will give JDA written notice and
                  comply with all of the conditions set forth in Section 5.1(a)
                  and pay to JDA any and all consulting fees and expenses
                  incurred by Licensee to



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<PAGE>

                  and through the date that it provides JDA with such written
                  notice. Furthermore, JDA will refund to Licensee any and all
                  license fees which have been paid and this Agreement will be
                  deemed terminated without any penalties accruing to either
                  party.

5.3      SURVIVAL. Provisions concerning the parties' rights and obligations
         which by the content of the provision operate after termination or
         which are necessary to enforce any right will survive termination of
         this Agreement. Without limiting the foregoing, all obligations of
         confidentiality and limitations on liability will survive termination
         of this Agreement for the duration of JDA's copyright in the Software.

                            VI. PAYMENT AND CHARGES

6.1      FEE. Licensee will pay to JDA a fee (the "Fee") set forth on Exhibit
         C. The Fee will be in consideration of the agreement of JDA to license
         the Standard Software and Documentation to Licensee and is payable by
         Licensee in accordance with Exhibit C regardless of whether Licensee
         refuses full performance by JDA.

6.2      ADDITIONAL SERVICES. If Licensee requests and JDA agrees to provide
         consulting services including, without limitation, loading or
         installing the Standard Software, a Business Application Analysis,
         programming services, training services, and data conversion services,
         the provisions to said services will be governed by a separate, written
         Consulting Services Agreement. JDA may subcontract any such services to
         another, related corporation, where appropriate under the business
         circumstances and approved by Licensee. For example, a sister
         corporation of JDA may provide services where its installers or repair
         and maintenance personnel and their supervisors have specialized
         knowledge which is essential to JDA's warranty or obligations pursuant
         to a Consulting Services Agreement.

6.3      ADDITIONAL SOFTWARE. If, at any time after the Effective Date, JDA
         grants Licensee the right to use additional software, or delivers to
         Licensee additional software (including but not limited to
         Modifications or Updates), such software and any related documentation
         will automatically be incorporated herein and form part of the
         Software. This provision will operate unless otherwise expressly agreed
         in writing by JDA and Licensee at the time such additional rights are
         granted.

6.4      INVOICING AND PAYMENT. All invoices are due and payable in full as set
         forth on Exhibit C. Any payments due JDA hereunder which are not paid
         when due will bear interest at the lesser of eighteen percent (18%) per
         year or the highest rate permitted in the Territory, calculated daily
         from the invoice date to the date of payment. JDA reserves the right to
         terminate this Agreement if any payment due hereunder is not received
         within ninety (90) days of the invoice date.

6.5      TAXES. Licensee will pay all sales and use tax due under this
         Agreement directly to JDA along with Licensee's first payment of the
         Fee. JDA will pay amounts collected for sales and use tax to the
         government on behalf of Licensee. Notwithstanding the foregoing, if
         either party ("Payor") is required to pay penalties, interest, costs or
         expenses as a result of the other's ("Delinquent Party") late payments
         of sales and use tax due, then the Delinquent Party will, upon the
         request of the Payor (accompanied by reasonable documentation),
         reimburse Payor in an amount equal to the amount so paid by it and any
         penalties, interest, costs and expenses paid or incurred by Payor.

6.6      GROSS-UP. If, under the laws of the Territory, Licensee is required to
         withhold any tax on such payments, then the amount of the payment will
         be automatically increased to totally offset such tax, so that the
         amount actually remitted to JDA, net of all taxes, equals the amount
         invoiced or otherwise due. Licensee will promptly furnish JDA with the
         official receipt of payment of these taxes to the appropriate taxing
         authority.

                               VII. MISCELLANEOUS

7.1      GOVERNING LAW, ETC. This Agreement will be governed by the internal
         laws of the State of Arizona, without reference to its choice of law
         rules, and may be executed in counterpart copies. The parties hereby
         exclude application of the United Nations Convention on Contracts for
         the International Sale of Goods



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     from this Agreement and any transaction between them related thereto. All
     terms and conditions of this Agreement will be deemed enforceable to the
     fullest extent permissible under applicable law. If a provision of this
     Agreement is held invalid under any applicable law, such invalidity will
     not affect any other provision of this Agreement and such invalid
     provision will be deemed modified to the extent necessary to make it valid
     and enforceable or, if such provision cannot be so modified, it will be
     deemed deleted from this Agreement.

7.2  ARBITRATION.  Except, at the option of JDA, with respect to a claim by JDA
     against Licensee for the nonpayment by Licensee of amounts owing to JDA
     hereunder or, at the option of either party with respect to the right to
     apply to a court of competent jurisdiction for equitable relief, any
     controversy or claim arising out of or related to this Agreement or in
     connection with a breach of this Agreement ("Claim") will be settled by
     arbitration in Phoenix, Arizona U.S.A. under the rules of the American
     Arbitration Association in effect at the time such Claim is submitted to
     arbitration. The arbitrator(s) selected to arbitrate such Claim will be
     selected from a panel of persons having experience with and knowledge of
     the computer software business. Such arbitrator(s) will not, in any event,
     have any authority to make any ruling, finding or award that does not
     conform to the terms and conditions of this Agreement. The arbitral award
     will be final and binding on all parties and may be entered as a judgment
     and enforceable by any court of competent jurisdiction.

7.3  ATTORNEYS' FEES AND COSTS.  The prevailing party in any arbitration or
     litigation regarding a Claim or a claim for equitable relief, will be
     entitled as a matter of right and not within the discretion of the
     arbitrator or judicial officer, to recover its costs and expenses
     including, without limitation, attorneys' and witness' fees.

7.4  NONWAIVER.  The failure of either party 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.

7.5  FORCE MAJEURE.  If the performance of either party is delayed or prevented
     at any time due to circumstances beyond its control, including, without
     limitation, those resulting from labor disputes, fire, floods, riots,
     civil disturbances, weather conditions, control exercised by a
     governmental entity, unavoidable casualties or acts of God or a public
     enemy, performance will be excused until such condition no longer exists.

7.6  NOTICES.  All notices will be in writing and, if originating in the United
     States, sent by certified mail, overnight mail, responsible courier, or
     transmitted by facsimile (if confirmed by mail), or, if originating
     outside the United States, sent by responsible international courier or
     transmitted by facsimile (if confirmed by mail) to the address below or
     such other address as either party may indicate by at least ten (10) days
     prior written notice to the other party.

     If to JDA:      JDA Software, Inc.
                     14400 North 87th Street
                     Scottsdale, Arizona 85260-3649
                     Attention:   James D. Armstrong, Co-Chief Executive Officer
                                  Frederick M. Pakis, Co-Chief Executive Officer
                                  Telephone: 602/404-5500
                                  Facsimile: 602/404-5545

     With a copy to: JDA Software, Inc.
                     General Counsel
                     14400 North 87th Street
                     Scottsdale, Arizona 85260-3649
                     Telephone: 602/404-5500
                     Facsimile: 602/485-3158



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<PAGE>



         If to LICENSEE:         Weiss & Neuman
                                 1209 Washington
                                 St. Louis, Missouri 63103
                                 Attention:  Lawrence L. Spanley, Jr.
                                             Vice President - Finance
                                             Peter Edison, President
                                 Telephone:  (314) 231-5125
                                 Facsimile:  (314) 212-9707

7.7      INTEGRATION, PURCHASE ORDER. This Agreement and the Exhibits constitute
         the true will of the parties and the entire agreement between them with
         respect to the Software, the license to use the Software, and the
         rights and obligations of the parties with respect to the Software and
         supersede all previous proposals (both oral and written), negotiations,
         representations, commitments, writing, 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 parties specifically
         agree that, to the extent any terms in Exhibit D conflict with any
         terms contained in this Agreement, the terms contained in Exhibit D
         will control.

7.8      COOPERATION. Both parties will reasonably cooperate with the other in
         connection with each other's performance. Both parties acknowledge that
         such performance depends in part on such cooperation and that the
         failure to cooperate may hinder or impede the other's performance
         hereunder.

7.9      ASSIGNMENT. Licensee will not assign or sublicense, in whole or in
         part, any of its rights or obligations under this Agreement without the
         prior written consent of JDA, and any prohibited assignment or
         sublicense will be null and void.

7.10     NONDISCLOSURE OBLIGATION.

         (a)      The terms and conditions (including pricing) of this
                  Agreement, along with any other information clearly marked
                  "confidential" provided under this Agreement are confidential
                  and will not be disclosed, orally or in writing by Licensee to
                  any third party without JDA's prior written consent. JDA
                  represents that the Software contains valuable proprietary
                  information, is confidential, and Licensee will protect the
                  Software with at least the same degree of care and
                  confidentiality, but not less than a reasonable standard of
                  care, which Licensee uses for Licensee information that it
                  does not wish disclosed to the public. Licensee may provide
                  access to and use of the Software only to those third parties
                  that (i) provide services to Licensee concerning Licensee's
                  use of the Software (ii) have a need to use and access the
                  Software for the exercise or performance of the rights and
                  obligations granted or imposed under this Agreement, and (iii)
                  have agreed to substantially similar nondisclosure obligations
                  imposed by Licensee as those contained herein.

         (b)      JDA will keep confidential and not disclose any proprietary
                  information of Licensee to which JDA is permitted access or
                  which is disclosed to JDA by Licensee including, without
                  limitation, any confidential proprietary business records,
                  financial information, trade secrets, strategies, methods or
                  practices of Licensee or other information specifically
                  designated by Licensee (collectively "Licensee's Confidential
                  Information"), without Licensee's express written consent,
                  except in connection with providing services to Licensee
                  hereunder or pursuant to a separate written agreement;
                  provided, however, that Licensee's Confidential Information
                  will not include any information which becomes part of or in
                  any manner whatsoever relates to the Software including
                  without limitation, the look, structure or organization of the
                  Software.

         (c)      Neither party will have any obligation of confidentiality with
                  regard to information which (i) is or becomes a part of the
                  public domain through no act or omission of such party, (ii)
                  was in such



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<PAGE>


                  party's lawful possession prior to the disclosure thereto and
                  had not been obtained by such party either directly or
                  indirectly from the disclosing party, (iii) is lawfully
                  disclosed to such party by a third party without restriction
                  on disclosure, (iv) is independently developed by such party,
                  or (v) is required to be disclosed by applicable law.

         (d)      Both parties agree that if either party breaches any of its
                  obligations of confidentiality, the other party may be
                  irreparably harmed and in addition to all other remedies which
                  such party may have, it may be entitled to relief in equity
                  without the necessity of proof of actual damage.

7.11     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, in fact or in
         law.

7.12     RELATIONSHIP OF PARTIES. The relationship of the parties is that of
         independent contractors dealing at arms length and, except as expressly
         provided in this Agreement, nothing in this Agreement will be construed
         so as to constitute the parties as partners, joint venturers or
         co-owners or empower either party to act for, bind or otherwise create
         or assume any obligation on behalf of the other and neither party will
         hold itself out as entitled to do the same.

7.13     OUTSOURCING. Notwithstanding anything to the contrary contained in this
         Agreement, Licensee may choose to outsource its data processing to a
         third party who would act as an agent on Licensee's behalf, upon JDA's
         written consent to the choice of outsourcing company. Prior to
         transferring the Software and Documentation to an outsourcing company,
         or to permitting an outsourcing company access to Software and
         Documentation, such agent shall agree to be bound by the terms and
         conditions of this Agreement and Licensee will ensure that use of the
         standard software is in accordance with the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, and it will be effective as of the Effective Date.


WEISS & NEUMAN                               JDA SOFTWARE, INC.


Signature /s/ Lawrence L. Spanley, Jr.       Signature /s/ James D. Armstrong
          ----------------------------                 -----------------------


Name Lawrence L. Spanley, Jr.                Name James D. Armstrong
     ---------------------------------            ----------------------------


Title Vice President-Finance                 Title Co-Chief Executive Officer
      --------------------------------             ---------------------------


Date June 3, 1999                            Date
     --------------------------------             ----------------------------




 [Exhibit A describing module of standard software and Exhibit B defining Site,
  omitted. The Registrant undertakes to furnish supplementally a copy of such
  omitted exhibits to the Commission upon request.]

<PAGE>

                            EXHIBIT C (PAGE 1 OF 2)

I.       FEES

         A.       INITIAL FEE. Licensee will pay to JDA an Initial Fee in the
                  amount of three hundred thousand dollars ($300,000.00), plus
                  tax. This Initial Fee is in consideration of JDA's granting
                  Licensee the right to use the MMS Standard Software for
                  information processing at up to three hundred (300)
                  Licensee-owned retail locations.

         B.       ADDITIONAL FEE. Licensee will pay to JDA an Additional Fee in
                  the amount of ten thousand dollars ($10,000.00), plus tax, for
                  each group of ten (10) additional retail locations at which
                  Licensee uses the Software for information processing in
                  addition to the initial three hundred (300) retail locations.

         C.       GRAPHICAL USER INTERFACE FEE. Licensee will pay to JDA a
                  Graphical User Interface Fee in the amount of five thousand
                  dollars ($5,000.00), plus tax, for each group of ten (10)
                  terminals.

II.      PAYMENT SCHEDULE

         A.       The Initial Fee shall be due and payable as follows:

                  (1)      One hundred thousand dollars ($100,000.00) of the
                           Initial Fee, plus tax on the entire Initial Fee,
                           shall be due and payable on the Effective Date;

                  (2)      One hundred thirty-five thousand dollars
                           ($135,000.00) of the Initial Fee shall be due and
                           payable on the Delivery Date;

                  (3)      Sixty-five thousand dollars ($65,000.00) of the
                           Initial Fee shall be due and payable sixty (60) days
                           after the Delivery Date.

         B.       The Additional Fee shall be due and payable upon the opening
                  of any store in addition to the initial three hundred (300)
                  stores. For purposes of determining when such Additional Fee
                  is due, a store shall be deemed open when it begins making
                  sales. In the event that there is any reduction in the number
                  of retail stores for which information processing is being
                  provided, Licensee shall not be entitled to a refund of any
                  portion of the Initial Fee or the Additional Fee.

         C.       The Graphical User Interface Fee for Graphical User Interface
                  licenses will be due when Licensee notifies JDA, in writing,
                  that it desires such licenses.

III.     OPTION

         A.       JDA hereby grants Licensee the option to license JDA's
                  RetailIDEAS (Merchandising Edition) Software for ten (10)
                  users for one hundred seventy thousand dollars ($170,000.00),
                  plus tax, (two thousand dollars ($2,000.00), plus tax, for
                  each additional user). This will be referred to as the
                  RetailIDEAS Option. The RetailIDEAS Option will expire of its
                  own terms, if not exercised by May 21, 2000.



                                       11

<PAGE>



                            EXHIBIT C (PAGE 2 OF 2)

     B.   JDA hereby grants Licensee the option to license JDA's Arthur
          Planning Software for five (5) users for one hundred six thousand,
          two hundred fifty dollars ($106,250.00), plus tax, (one thousand five
          hundred dollars ($1,500.00), plus tax, for each additional retail
          location). This will be referred to as the Arthur Planning Option. The
          Arthur Planning Option will expire of its own terms, if not exercised
          by May 21, 2000.

     C.   JDA hereby grants Licensee the option to JDA's Arthur Allocation
          Software for five (5) users for one hundred nineteen thousand dollars
          ($119,000.00), plus tax, (one thousand five hundred dollars
          ($1,500.00), plus tax, for each additional retail location). This will
          be referred to as the Arthur Allocation Option. The Arthur Planning
          Option will expire of its own terms, if not exercised by May 21, 2000.

     D.   JDA hereby grants Licensee the option to license Graphical User
          Interface in the amount of Five Thousand Dollars ($5,000.00), plus tax
          for each group of ten (10) terminals. This will be referred to as the
          GUI Option and it will remain open for a period of three (3) years
          from the Effective Date hereof.

IV.  LICENSEE'S FINANCE ARRANGEMENT:

     Licensee has advised JDA that it is investigating potential financing
     arrangements to finance the purchase of the Software along with other
     software, hardware, and other goods. JDA agrees to cooperate with Licensee
     in all reasonable manners to assist Licensee in its endeavor.



                                       12