0000912057-01-506768 Sample Contracts

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TRADEWEAVE, INC. 303 SECOND STREET, SOUTH TOWER SAN FRANCISCO, CA 94107 February 9, 2001
QRS Corp • April 3rd, 2001 • Services-computer programming, data processing, etc.

Tradeweave, Inc. ("Tradeweave") has entered into an Agreement and Plan of Reorganization (the "Merger Agreement") with QRS Corporation. ("QRS"). After the market closes on February 9, 2001 (the "Closing Date"), Tradeweave will merge with QRS (the "Merger") and each outstanding share of common stock and each outstanding share of preferred stock of Tradeweave (other than shares owned by QRS) will be converted into and represent the right to receive a number of shares of common stock QRS (the "Common Stock") equal to the Exchange Ratio (as defined below).

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