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                                EXHIBIT 10.12

                         VALUE ADDED RESELLER AGREEMENT

This Agreement is made as of the 14th day of April, 1998 (the "Effective Date")
by and between QAD INC., 6450 Via Real, Carpinteria, CA 93013 ("QAD") and
PARAGON MANAGEMENT SYSTEMS, INC., 5933 West Century Blvd., 12th Floor, Los
Angeles, CA 90045 ("Paragon").

Paragon Management Systems and QAD Inc. agree as follows:

ARTICLE 1 RIGHTS AND OBLIGATIONS

1.1  Paragon hereby grants to QAD, and QAD hereby accepts from Paragon, a
     non-exclusive, world-wide, transferable right to copy (when sublicensed to
     distributors), modify, market, use, license, sublicense and distribute
     Paragon Applications software in executable form as a QAD product to
     Licensee's of QAD MFG/PRO Software and On/Q Software.

1.2  Paragon shall provide QAD copies of the latest Paragon Applications
     software [*] throughout the term of this Agreement [*]. New releases of
     Paragon Applications shall be provided to QAD [*] including, but not
     limited to [*].

1.3  Paragon shall create/maintain an Application Program Interface ("API")
     between Paragon Applications and QAD MFG/PRO Software and On/Q Software
     required for integration of Paragon Applications to MFG/PRO Software and
     On/Q Software. New versions of Paragon's API shall be concurrent with new
     releases of MFG/PRO Software and On/Q Software.

1.4  The API between Paragon Applications and MFG/PRO Software and On/Q Software
     consists of Paragon owned ERP API and QAD owned MFG/PRO Software and On/Q
     Software specific interface program ("Specific Interface Program"). QAD
     shall own the Specific Interface Program.

1.5  During the term of this Agreement, Paragon shall provide QAD [*] advance
     written notice before entering into a business arrangement to license
     Paragon Applications to a QAD competitor, including, but not limited to
     [*]. QAD shall provide [*] advance written notice before entering into
     an agreement to provide a competitive application of Paragon
     Applications including, but not limited to, [*], etc.

1.6  QAD and Paragon agree to enter into a mutually acceptable contract
     modification or a separate agreement to cover development of the API
     between Paragon Applications and MFG/PRO Software and On/Q Software. QAD
     and Paragon shall endeavor to complete negotiation of this
     modification/separate agreement within forty-five (45) days of the date of
     execution of this Agreement. The terms of such agreement shall, include,
     but not be limited to technical details of the interface, development
     milestones, ownership, warranties, indemnities, support, quality, etc. In
     the event the parties are unable to reach agreement on this
     modification/separate agreement either party may terminate this
     Agreement without further liability.

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ARTICLE 2  PRICES, [*] AND PAYMENT TERMS

2.1  QAD shall pay Paragon a royalty calculated as a percentage of the [*]
     price received by QAD for Paragon Applications licensed by QAD and/or
     its distributors and partners. The royalty percentages are listed in the
     Royalty Schedule attached hereto as Schedule 1. During the [*] of this
     Agreement, QAD shall pay a royalty of [*] of the [*] price received by
     QAD for Paragon Applications subject to a minimum of [*] of the [*]
     price. During the [*] of this Agreement, QAD shall pay a royalty of [*]
     of the [*]price received by QAD for Paragon Applications subject to a
     minimum of [*]of the [*] price. Changes to the royalty schedule may be
     proposed by either party on a case by case basis or on presentation of a
     business case to justify such a change. Any changes to the royalty
     schedule shall be subject to the agreement of both parties.

2.2. QAD shall pay Paragon, a [*] consisting of the following: (1) [*]; and
     (2) [*]. The effective schedule of the payments are listed below:

     a.   [*]. These changes will include but are not limited to all references
          found in menus, help, documentation, training materials, marketing
          materials, etc. and shall be made within [*] of execution of this
          Agreement. All future releases to QAD shall follow this format.

     b.   [*]

     c.   [*]

     d.   [*]

          QAD and Paragon shall jointly define the specific vertical market
          requirements within [*] following execution of this Agreement.

          *This plan shall be submitted to QAD not later than [*] following
          execution of this Agreement.

2.3  [*] shall not affect outstanding offers by QAD or QAD distributors and


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     partners which result in an order within [*] of the date of the original
     offer.

2.4  Payments to Paragon shall be made [*] and shall be [*] from the date
     following the [*] and such payments shall be for licenses granted in
     the previous [*].

ARTICLE 3  SALES, MARKETING AND ORDER ADMINISTRATION

3.1  Demonstration and evaluation licenses shall be available to QAD on an as
     required basis [*]; QAD distributors or partners and to prospective
     licensees of MFG/PRO Software or On/Q Software ("End Users"). For the
     purpose of this section a demonstration license shall be a standard license
     which may be limited in application or use; and an evaluation license shall
     be a standard license which has the same functionality as a regular copy of
     the software.

3.2  QAD may offer Paragon Applications to any End User or site to which QAD,
     a QAD distributor or partner has licensed MFG/PRO Software or On/Q
     Software. Paragon may license Paragon Applications [*]. On an annual
     basis, QAD and Paragon shall review the activity in QAD MFG/PRO and On/Q
     sites surrounding Paragon Applications. [*].

3.3  QAD may offer Paragon Applications to sites not currently using MFG/PRO
     Software or On/Q Software if such site has expressed a desire to
     purchase either MFG/PRO Software or On/Q Software. Such sites must
     intend to purchase MFG/PRO Software or On/Q Software within one (1) year
     of receipt of QAD's offer to purchase such software in conjunction with
     Paragon Applications.

3.4  Paragon reserves the right to license Paragon Applications [*].

3.5  Generally, QAD shall not utilize Paragon personnel in its selling cycle
     except in conjunction with the licensing of Paragon. In the event
     Paragon personnel are needed in the selling cycle, QAD shall pay
     reasonable time and expenses subject to approval by QAD's Director of
     Sales or his or her designee.

3.6  On a quarterly basis, QAD shall report the number of Paragon
     Applications licenses issued and detail the funnel for global sales
     activity related to Paragon Applications, including the company name,
     location and projected revenue. The funnel information shall be used by
     Paragon for planning purposes only.

3.7  Annually, QAD shall update the revenue plan for Paragon Applications
     based on QAD's current revenue projections through the end of the then
     current contract term. The revenue plan shall be determined by good
     faith negotiation of both parties at the beginning of each calendar year.


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3.8  All license agreements with End Users shall be based upon QAD standard
     software license terms and conditions. Paragon shall have an opportunity
     to review QAD's form of license agreement and any changes made thereto
     by QAD during the term of this Agreement.

3.9  Any public announcements, media releases, or public disclosure for
     general distribution (including, but not limited to, promotional or
     marketing material) by either party, or by their employees or agents,
     relating to this Agreement or its subject matter shall be coordinated
     with and approved in writing by the other party prior to its release.

3.10 Paragon shall in electronic format make available to QAD, and QAD
     distributors and partners, advertising literature relating to Paragon
     Applications which Paragon has prepared or may in the future prepare,
     and marketing materials to be used by QAD in performing it rights under
     this Agreement. QAD shall have the right to determine the use of such
     literature as it deems appropriate. QAD may employ any marketing
     collateral provided by Paragon, and any portion thereof, in its
     marketing activity or material QAD chooses to develop, including any
     translation or modification of the Paragon marketing material.

ARTICLE 4  TRAINING AND SUPPORT

4.1  During the [*] of this Agreement, Paragon [*] to QAD to provide sales
     training to QAD personnel.

4.2  During the term of this Agreement, Paragon [*] the following personnel
     resources to support of QAD's licensing Paragon Applications: [*].
     QAD shall designate an Alliance Product Manager and shall provide
     sufficient resource to facilitate its obligations under this Agreement.

     4.3  Paragon shall offer training for the Paragon Applications in the
          form of [*] "Train the Trainer" [*] for QAD personnel at a
          QAD location, at a reasonable time as QAD may elect. QAD shall bear
          its own out of pocket expenses for travel, meals and lodging in
          attending such training session. Within [*] of each major release of
          Paragon Applications, Paragon shall offer to provide one (1) free
          training session to "Train the Trainer" for QAD personnel or its
          designated partner. Pricing for additional training sessions
          shall be [*].

4.4  QAD shall provide worldwide support to all QAD customers utilizing
     MFG/PRO Software or On/Q Software in conjunction with Paragon
     Applications. QAD shall provide level 1 and level 2 support; however,
     during the [*] of this Agreement, Paragon and QAD shall create a support
     plan utilizing QAD and Paragon support personnel. Following sufficient
     training from Paragon and the [*] of this Agreement, QAD shall support
     Paragon Applications for level 1 and level 2 and Paragon shall be
     responsible for level 3 support.

     a.   Level 1 support: receive and log support calls from partners and End
          Users.


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     b.   Level 2 support: research the reported problem and provide an
          appropriate remedy for such problem if QAD is able to determine one.

     c.   Level 3 support: research problems with Paragon Applications which
          QAD is unable to remedy and provide an appropriate remedy to all
          reported errors in the Paragon Applications. Paragon shall have the
          following goals:

               Severity 1: [*] notify QAD of receipt of the error report,
               identify the nature of the problem and provide a commitment date
               by which the issue shall be remedied.

               Severity 2: [*] notify QAD of receipt of the error report,
               identify the nature of the problem and provide a commitment date
               by which the issue shall be remedied.

               Severity 3: [*] notify QAD of receipt of the error report,
               identify the nature of the problem and provide a commitment date
               by which the issue shall be remedied.

ARTICLE 5  TERM AND TERMINATION

5.1  This Agreement shall remain in force for [*] from the effective date unless
     terminated by either party in accordance with this Section 5. The parties
     shall have the option to extend the term of this Agreement at the end of
     [*] period for an additional [*] upon mutual agreement of both parties by
     providing written notice of such intention at least [*] prior to the
     expiration of the initial [*] term.

5.2  Either party may terminate this Agreement upon [*] notice in writing to the
     other party if the other party has breached a material provision of this
     Agreement. The party breaching a material provision of this Agreement shall
     have [*] to cure the breach, in which case the notifying party shall
     withdraw its notice of termination. In the event that the breach is not
     capable of being remedied within the [*] period to cure, the party in
     breach shall receive a reasonable extension of the cure period, not to
     exceed [*].

5.3  A party may terminate this Agreement immediately by written notice to
     the other party if the other party enters into liquidation, whether
     voluntary or compulsory, or enters into a settlement with its creditors
     or applies for suspension of payment or admits its inability to pay its
     debts when due or is declared bankrupt or takes or suffers any similar
     action in consequence of debt.

5.4  Either party may terminate the Agreement immediately by notice in
     writing in the event the other party sells or disposes of substantially
     all its assets or in the event that the control, management or ownership
     of the other party's business passes into other hands other than those
     now exercising or entitled to the same, either voluntarily or by law.

5.5  In the event of a pending acquisition of Paragon or investment into
     Paragon of more than [*] of Paragon's market value, Paragon shall
     immediately notify QAD. Paragon agrees to notify QAD of Paragon's
     intention to be acquired by a competitor of


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     QAD [*] prior to such acquisition. QAD agrees to notify Paragon of QAD's
     intention to be acquired by a competitor of Paragon [*] prior to such
     acquisition. QAD agrees to notify Paragon of QAD's intention to acquire a
     competitor of Paragon [*] prior to such acquisition. If such acquisition
     occurs, Paragon may terminate this Agreement upon written notice to QAD.

5.6  Should controlling interest in Paragon be acquired by a third party
     during the term of this Agreement, QAD shall have the right to continue
     to license Paragon Applications and receive all new release of Paragon
     Applications for a period of [*] following termination of this Agreement.

ARTICLE 6  WARRANTIES, INDEMNITIES AND LIMITATION OF LIABILITY

6.1  Paragon shall defend, indemnify and hold harmless QAD against all costs
     (including reasonable attorneys fees arising from a claim that Paragon
     Applications furnished and used within the scope of this Agreement
     infringe a copyright or patent, trade secret, or other intellectual
     property right, provided that: (i) QAD notifies Paragon in writing
     within [*] of the claim; (ii) Paragon has control of the defense and all
     related settlement negotiations; and (iii) QAD provides Paragon with the
     assistance, information, and authority necessary to perform the above.
     Reasonable out-of-pocket expenses incurred by QAD in providing such
     assistance shall be reimbursed by Paragon.

     a.   Paragon shall have no liability for any claim of infringement based
          on: (i) use of a superseded or altered release of Paragon
          Applications if such infringement would have been avoided by the
          use of current unaltered release of Paragon Applications that
          Paragon provides to QAD; or (ii) the combination, operation, or use
          of Paragon Applications furnished under this Agreement with
          programs or data not furnished by Paragon if such infringement
          would have been avoided by the use of Paragon Applications without
          such programs or data.

     b.   In the event Paragon Applications is held or are believed by
          Paragon to infringe, Paragon shall have the option, at its expense,
          to: (i) modify Paragon Applications to be noninfringing; (ii) obtain
          for QAD a license to continue using Paragon Applications; or (iii)
          substitute Paragon Applications with other software reasonably
          suitable to QAD.

6.2  QAD warrants that, to the knowledge of QAD, it has the right to grant
     all the rights to Paragon as specified in the Agreement. [*].

6.3  THE ABOVE WARRANTY IS THE ONLY WARRANTY MADE BY QAD CONCERNING THE
     OBLIGATIONS OF QAD UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED
     BY APPLICABLE LAW, NO OTHER WARRANTY IS MADE HEREUNDER BY QAD AND ALL
     OTHER CONDITIONS, WARRANTIES, AND REPRESENTATIONS, EITHER EXPRESS OR
     IMPLIED, ARE EXCLUDED, INCLUDING, BUT NOT LIMITED TO, CONDITIONS OR


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     WARRANTIES RELATING TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
     PARTICULAR PURPOSE

6.4  Paragon warrants that Paragon Applications will be [*] for a period of [*]
     from the date of shipment of Paragon Applications to an End User.

6.5  Paragon warrants all media delivered to QAD to be [*]. Paragon warrants
     that its technical support, consulting, training and other services will
     be [*]. This warranty shall be valid for [*]. For any breach of the above
     warranty, Paragon shall: [*].

6.6  THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
     WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.7  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFITS, REVENUE OR
     PRODUCT USE, OR LOSS OR INACCURACY OF DATA, AND IN NO EVENT, SHALL EITHER
     PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
     DAMAGES INCURRED BY EITHER PARTY OR ANY THIRD PARTY, EVEN IF THE OTHER
     PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


ARTICLE 7 CONFIDENTIALITY

7.1  It is recognized that each party under this Agreement, as well as the End
     Users, may make available to the other party confidential information.
     Confidential information may include in any form, but is not limited to,
     processes, formulae, specifications, programs, instructions, source code
     for operating system-dependent routines, technical know-how, methods and
     procedures of operation, benchmark test results, business or technical
     plans and proposals.

     It is agreed that confidential information received by a party under this
     Agreement shall:

     a.   be kept confidential by the receiving party;
     b.   be treated by the receiving party in the same way as it treats
          confidential information generated by itself;
     c.   not be used by the receiving party otherwise than in connection with
          the implementation of this Agreement; and
     d.   be divulged to the receiving party's personnel, or End User's
          personnel, only if they have to know and have undertaken to keep
          confidential information secret.

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     Each party agrees to use all reasonable steps to ensure that confidential
     information received under this Agreement is not disclosed by its employees
     or agents in violation of this Article.

7.2  The commitments pursuant to provision 7.1 shall continue during the term of
     this Agreement and survive the termination of this Agreement for [*]. These
     commitments shall cease if, but only to the extent that, confidential
     information:

     a.   Is or becomes generally known or available to the public at large
          through no act or omission of the receiving party; or
     b.   Can be demonstrated to be available lawfully to the receiving party
          prior to the disclosure or has thereafter been furnished to the
          receiving party without restrictions as to disclosure or use; or
     c.   Can be demonstrated to be independently developed by the receiving
          party without use of any confidential information received under this
          Agreement.

     Each party may disclose confidential information to any of its associated
     companies on condition that such associated companies shall be bound by the
     same commitments undertaken under this Article 7.

7.3  QAD considers MFG/PRO Software and On/Q Software and the API to such
     software to be a trade secret. QAD does not disclose such information to
     QAD competitors or potential competitors. Paragon shall not use design,
     code or documentation gained by access to the MFG/PRO Software or On/Q
     Software for purposes other than those contemplated under this Agreement
     and without the prior written consent of QAD.

7.4  Paragon considers Paragon Applications and the API to such software to be a
     trade secret. Paragon does not disclose such information to Paragon
     competitors or potential competitors. QAD shall not use design, code or
     documentation gained by access to the Paragon Applications for purposes
     other than those contemplated under this Agreement and without the prior
     written consent of Paragon.


ARTICLE 8 GENERAL PROVISIONS

8.1  LAW. This Agreement shall be construed, interpreted, and applied in
     accordance with the laws of the State of California, USA, without regard to
     that body of law known as conflict of laws and without reference to the
     1980 United Nations Convention on Contracts for the Sale of Goods and any
     amendments thereto. Any dispute arising between the parties shall be
     settled by arbitration under the rules of the American Arbitration
     Association in the city of Los Angeles, CA before a single arbitrator
     selected under those rules.

8.2  FORCE MAJEURE. A party shall be excused for failures and delays in
     performance of its obligations under this Agreement caused by war, riots,
     or insurrections, laws and regulations, strikes, floods, fires, explosions
     or other catastrophes beyond the control of such party but excluding the
     financial well being of that party. Such party shall use commercial
     reasonable efforts to avoid or remove such cause and such party shall
     continue performance hereunder promptly whenever such causes are removed.
     The party


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     claiming force majeure shall give prompt written notice thereof to the
     other party. This Paragraph shall not apply to any obligation to pay money.

8.3  TAXES. All payments under this Agreement (the "Payments") are [*] of
     all federal, state, provincial and local sales, use excise, import or
     export, value added and similar taxes or duties (the "Taxes"). Each party
     required to make any Payment [*]. Each party is responsible for payment of
     any net income taxes due on its own income resulting from Payments.

8.4  ASSIGNMENT. The Agreement may not be assigned by Paragon without the prior
     written consent of QAD.

8.5  ENFORCEMENT. The failure of either party to enforce any provision of the
     Agreement shall not be construed to be a waiver of such provision or such
     party's right to thereafter enforce the same, and no waiver of any breach
     shall be construed as an agreement by such party to waive any subsequent
     breach of the same or other provisions.

8.6  [*]

8.7  SURVIVAL. The provisions of Article 6 entitles "Warranties, Indemnities and
     Limitation of Liability", Article 7 entitled "Confidentiality" and Article
     8 entitled "General Provisions" shall survive the expiration or termination
     of this Agreement, as well as the termination or expiration of any license
     granted under this Agreement.

8.8  ENTIRE AGREEMENT. This Agreement, including any schedules attached hereto,
     contain the entire agreement between the parties hereto with respect to the
     subject matter hereof and shall supersede any and all prior communications,
     representations, agreements, and/or undertakings, whether verbal or
     written, between the parties hereto in respect to the said subject matter.
     Any amendment or other modification of any of the terms and provisions
     hereof must be in writing and signed by duly authorized representatives of
     the parties hereto.

The undersigned hereby agree that by causing their duly authorized
representatives to sign this document, they become parties to said Agreement and
agree to be bound by all terms, conditions and obligations contained therein
effective as of the 14th day of April, 1998.


QAD INC.                                    PARAGON MANAGEMENT SYSTEMS, INC.


/s/ VINCE NIEDZIELSKI                       /s/ STEPHANIE HAMILTON
---------------------------------------     ---------------------------------
Signature                                   Signature


Vince Niedzielski                           Stephanie Hamilton
---------------------------------------     ---------------------------------
Name                                        Name


Executive V.P. of Production                Chief Financial Officer
---------------------------------------     ---------------------------------
Title                                       Title


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                                                             CONFIDENTIAL

          April 17, 1998                              4/14/98
---------------------------------------     ---------------------------------
Date                                        Date


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                                   SCHEDULE 1
                                ROYALTY SCHEDULE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
            COLUMN A                          COLUMN B                     COLUMN C
-----------------------------------------------------------------------------------------
<S>                                 <C>                            <C>
ROYALTY PAYABLE TO PARAGON AS A     MINIMUM ROYALTY PAYABLE TO
    PERCENTAGE OF [*] PRICE          PARAGON AS A PERCENTAGE       PERCENT OF MAINTENANCE
       RECEIVED BY QAD;                  [*] LIST PRICE
 SUBJECT TO COLUMN B CONDITIONS
-----------------------------------------------------------------------------------------
              [*]                              [*]                          [*]
-----------------------------------------------------------------------------------------
              [*]                              [*]                          [*]
-----------------------------------------------------------------------------------------
</TABLE>


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