SCHEDULE 14(a) INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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[ ] Preliminary Proxy Statement [ ] Confidential for use of the Commission

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[X] Definitive Proxy Statement

[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

JDA SOFTWARE GROUP, INC.
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(Name of Registrant as Specified In Its Charter)

JDA SOFTWARE GROUP, INC.
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(Name of Person(s) Filing Proxy Statement)

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previously. Identify the previous filing by registration statement number,
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JDA SOFTWARE GROUP, INC.
11811 NORTH TATUM BOULEVARD, SUITE 2000
PHOENIX, ARIZONA 85028

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 1998

To The Stockholders:

The 1998 Annual Meeting of Stockholders of JDA Software Group, Inc. (the
"Company") will be held on Thursday, June 11, 1998, at 10:00 a.m., Phoenix,
Arizona time, at the Scottsdale Plaza Resort at 7200 North Scottsdale Road,
Scottsdale, Arizona 85253, for the following purposes:

1. To elect one Class II director to serve a three-year term on the
Company's Board of Directors.

2. To amend the Company's Restated Certificate of Incorporation to increase
the number of authorized shares of common stock from 18,000,000 to
50,000,000.

3. To approve an increase in the number of common shares authorized for
issuance under the 1996 Stock Option Plan from 1,250,000 to 3,000,000,
provided that Proposal No. 2 is approved.

4. To approve adoption of the 1998 Employee Stock Purchase Plan which
provides for the issuance of up to 300,000 shares of common stock to
employees of the Company, provided that Proposal No. 2 is approved.

5. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent public accountants for the year ending December 31, 1998.

6. To transact such other business as may properly come before the meeting.

Stockholders of record at the close of business on April 24, 1998 are
entitled to notice of, and to vote at the 1998 Annual Meeting of Stockholders
and any adjournments thereof. A Stockholder may only vote at the meeting if the
holder is present or represented by proxy. A copy of the Company's 1997 Annual
Report to Stockholders, which includes certified financial statements, is
enclosed. Management cordially invites you to attend the 1998 Annual Meeting of
Stockholders.

By order of the Board of Directors

/s/ Kristen L. Magnuson

Kristen L. Magnuson
Secretary

Phoenix, Arizona
April 27, 1998

IMPORTANT: STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND MAIL THE
ENCLOSED PROXY. A POSTAGE-PAID ENVELOPE IS PROVIDED FOR MAILING IN THE UNITED
STATES.
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PROXY STATEMENT

JDA SOFTWARE GROUP, INC.
11811 NORTH TATUM BOULEVARD, SUITE 2000
PHOENIX, ARIZONA 85028

SOLICITATION AND VOTING OF PROXIES

The accompanying proxy is solicited by the Board of Directors of JDA
Software Group, Inc., a Delaware corporation ("JDA" or the "Company"), for use
at the 1998 Annual Meeting of Stockholders to be held on Thursday, June 11,
1998, at 10:00 a.m., Phoenix, Arizona time (the "Annual Meeting"), or any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. These proxy materials and the Annual Report to
Shareholders for the year ended December 31, 1997, were first mailed on or about
April 28, 1998, to stockholders of record at the close of business on April 24,
1998 (the "Record Date"). The Company had 13,321,591 shares of common stock
outstanding, par value $.01 per share ("Common Stock"), as of the close of
business on the Record Date. Only stockholders of record on the Record Date will
be entitled to vote at the Annual Meeting. The holders of a majority of the
issued and outstanding Common Stock entitled to vote, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at the Annual Meeting.

Each stockholder is entitled to one (1) vote per share on the proposals
presented in this Proxy Statement, as well as on all other matters that may be
properly considered at the Annual Meeting. All valid proxies received prior to
the Annual Meeting will be voted in accordance with the specifications or
directions indicated on the proxy. A stockholder giving the enclosed proxy has
the power to revoke it at any time prior to the time it is voted, by either (i)
attending the Annual Meeting and voting in person; (ii) duly executing and
delivering a proxy bearing a later date; or (iii) sending written notice of
revocation to the Secretary of the Company at 11811 North Tatum Boulevard, Suite
2000, Phoenix, Arizona 85028. Votes cast by proxy or in person at the Annual
Meeting will be tabulated by the inspector of elections appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes will be
counted for purposes of determining a quorum, but will not be counted for any
purpose in determining whether a matter has been approved.

The Company may retain an outside firm to assist in the solicitation of
proxies from brokers, nominees, institutions and individuals. The cost of
soliciting proxies will be borne by the Company, and is not expected to exceed
$7,000. The Company will request banks, brokers and other custodians, nominees
and fiduciaries, to solicit their customers who have stock of the Company
registered in the names of such persons, and will reimburse them for their
reasonable, out-of-pocket costs. In addition to soliciting stockholders by mail,
proxies may be solicited the Company's officers and directors by personal
interview, telephone, or facsimile without additional compensation.

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PROPOSAL NO. 1
ELECTION OF DIRECTOR

The Company has a classified Board of Directors consisting of two Class I
Directors, (William C. Keiper and Brent W. Lippman), one Class II Director (Kurt
R. Jaggers), and two Class III Directors (James D. Armstrong and Frederick M.
Pakis), who will serve until the annual meetings of stockholders to be held in
2000, 1998 and 1999, respectively, and until their respective successors are
duly elected and qualified. At each annual meeting of stockholders, Directors
are elected for a term of three years to succeed those Directors whose terms
expire on the annual meeting dates.

The term of the Class II Director will expire on the date of the upcoming
annual meeting. One person is to be elected to serve as a Class II Director of
the Board of Directors at that meeting. Management's nominee for election by the
stockholders to the position is Kurt R. Jaggers. If elected, the nominee will
serve as a Director until the Company's annual meeting of stockholders in 2001,
and until his successor is elected and qualified. If the nominee declines to
serve or if a vacancy occurs before the election (although management knows of
no reason to anticipate that this will occur), the proxies may be voted for a
substitute nominee by the Board of Directors.

If a quorum is present and voting, the nominee for Class II Director
receiving the highest number of votes will be elected. Abstentions will have no
effect on the vote.

INFORMATION CONCERNING DIRECTORS AND NOMINEE

Information concerning the names, ages, terms, positions and offices held
with the Company, and business experience of the Company's current directors is
set forth below:

TERM
NAME AGE TITLE CLASS EXPIRES
---- --- ----- ----- -------

Kurt R. Jaggers(1)................. 39 Director II 1998
James D. Armstrong................. 47 Co-Chairman III 1999
Frederick M. Pakis................. 44 Co-Chairman III 1999
William C. Keiper(1)............... 47 Director I 2000
Brent W. Lippman................... 41 Director and Chief Executive Officer I 2000

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(1) Member of the Audit and Compensation Committee

Kurt R. Jaggers has served as a director of the Company since March 1995.
Mr. Jaggers has served as a Managing Director of TA Associates, an equity
investment firm since January 1997. He has also served as a Principal for TA
Associates from 1993 to 1997, and in various advisory capacities with that firm
from 1990 to 1993. Mr. Jaggers attended Stanford University, receiving a
Bachelor of Science and Master of Science degree in electrical engineering, and
a Master of Business Administration degree.

James D. Armstrong has been a director of the Company since 1985 and
currently serves as Co-Chairman of the Board with Mr. Pakis. Mr. Armstrong
co-founded the Company in 1985 and served as its Chief Executive Officer until
October 1997. Mr. Armstrong founded JDA Software Services, Ltd., a Canadian
software development company, in 1978 and served as its President until 1987.
Mr. Armstrong also served as a director of Mark's Work Wearhouse, a publicly
held Canadian specialty retailing company from 1985 to 1987. Mr. Armstrong
attended Ryerson Polytechnic Institute in Toronto, Ontario.

FREDERICK M. PAKIS has been a director of the Company since 1985 and
currently serves as Co-Chairman of the Board with Mr. Armstrong. Mr. Pakis
co-founded the Company in 1985 and served as its President until October 1997.
Mr. Pakis served as a Retail Consulting Manager with Touche Ross & Co. from 1981
to 1985, and as Director of Corporate Planning for the Sherwin Williams Company,
a home improvement specialty store company from 1976 to 1981. Mr. Pakis has
served on the Board of Directors of Advanced Food Systems, Inc., a
privately-held food manufacturing and distribution company since October 1997.
Mr. Pakis attended the United States Military Academy at West Point, received a
Bachelor of Science Degree in

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Operations Research from Case Western Reserve University and a Master of
Business Administration Degree from the London School of Business, where he
studied as a Sloan Fellow.

William C. Keiper joined the Company as a director on April 22, 1998. Mr.
Keiper has served as a Managing Director of Software Equity Group, L.L.C., a
software industry mergers, acquisitions and strategic consulting firm based in
Phoenix, Arizona, since January 1998. From January 1993 until October 1997, Mr.
Keiper served in various positions with Artisoft, Inc., a publicly-held software
company that provides local area network, PC communications and computer
telephony solutions. Mr. Keiper served as the President and Chief Operating
Officer of Artisoft, Inc. from January 1993 until June 1993, Chief Executive
Officer from June 1993 until October 1997, and Chairman of the Board from
October 1995 until September 1997. From 1986 through January 1993, Mr. Keiper
held various positions at MicroAge, Inc., a publicly-held distributor of
personal computer hardware and software, including serving as President and
Chief Operating Officer.

Brent W. Lippman serves on the Company's Board of Directors and was
promoted to Chief Executive Officer in October 1997. Mr. Lippman previously
served as the Company's Chief Operating Officer during 1997, as Senior Vice
President of Sales and Marketing during 1996, as Vice President of Marketing
from 1991 to 1995, and as Director of Marketing upon joining the Company in
1990. Prior to joining the Company, Mr. Lippman served as a Sales Manager with
Sterling Software, Inc., a publicly-held software company, from 1984 to 1990,
and as a Senior Systems Consultant for Wang Laboratories from 1983 to 1984. Mr.
Lippman received a Bachelor of Science Degree in Operations Research and a
Masters of Business Administration Degree from Case Western Reserve University.

Crawford L. Cole resigned from the Company's Board of Directors effective
April 22, 1998.

Board of Directors' Meetings.

During the year ended December 31, 1997, the Board of Directors held five
meetings and took action by written consent on three occasions. Each director
attended all of the meetings of the Board of Directors and of the committees of
the Board of Directors on which he served.

The Company maintains an Audit Committee and a Compensation Committee. The
Company does not have a standing Nominating Committee.

The Audit Committee's function is to review with the Company's independent
public accountants and management the annual financial statements and
independent public accountants' opinion, review the scope and results of the
examination of the Company's financial statements by the independent public
accountants, approve all professional services performed by the independent
public accountants, recommend the retention of the independent public
accountants to the Board, subject to ratification by the stockholders, and
periodically review the Company's accounting policies and internal accounting
and financial controls. During 1997, the members of the Audit Committee were Mr.
Jaggers and Mr. Cole. The Audit Committee held four meetings during the year
ended December 31, 1997. Mr. Keiper replaced Mr. Cole on the Audit Committee
effective April 22, 1998.

The Compensation Committee's function is to review and approve salary and
bonus levels for senior management and stock option grants. During 1997, the
members of the Compensation Committee were Mr. Jaggers and Mr. Cole. The
Compensation Committee held four meetings and took action by written consent on
four occasions during the year ended December 31, 1997. Mr. Keiper replaced Mr.
Cole on the Compensation Committee effective April 22, 1998. For additional
information concerning the Compensation Committee, see "Report of the
Compensation Committee of the Board of Directors on Executive Compensation" and
"Executive Compensation -- Compensation Committee Interlocks and Insider
Participation."

PROPOSAL NO. 2
AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION

GENERAL

The Company's Restated Certificate of Incorporation (the "Certificate")
currently authorizes the issuance by the Company of up to 18,000,000 shares of
Common Stock $0.01 par value per share, and 2,000,000 shares of Preferred Stock,
$1.00 par value per share (the "Preferred Shares"). On January 27, 1998,

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the Company's Board of Directors authorized an amendment to the Certificate to
increase the number of authorized shares of Common Stock to 50,000,000. Delaware
law requires approval of the holders of a majority of the Company's outstanding
shares entitled to vote at the annual meeting prior to the filing and
effectiveness of the amended Certificate.

PURPOSE AND EFFECT OF AMENDMENT

The principal purpose of the proposed amendment to the Certificate is to
provide the Company with increased flexibility to pursue various corporate
finance or strategic opportunities for expansion of the Company's business.
These opportunities include:

- future stock dividends or stock splits

- potential acquisitions of complementary businesses or products through
the issuance of authorized but unissued shares of the Company's Common
Stock

- establishing strategic relationships by issuing authorized but unissued
shares of the Company's Common Stock in connection with additional
business arrangements between the Company and its strategic partners.

- funding equity compensation programs designed to attract, retain and
motivate the Company's management and key personnel.

- raising of capital through the issuance of Common Stock.

Although the Company has in the past considered and, management believes,
is likely in the future to consider a two-for-one or greater split of the
Company's Common Stock, there is currently no specific use planned for the
additional authorized shares created by this proposal, other than those
described herein.

In determining to increase the Company's authorized Common Stock from
18,000,000 to 50,000,000, the Board considered the significant extent to which
the existing authorized pool of Common Stock was already encumbered. As of March
31, 1998, the allocation of the currently authorized pool of Common Stock
adjusted to reflect authorized shares to be reserved pursuant to (i) Proposal
No. 3 ("Approval of Amendment to 1996 Stock Option Plan"), (ii) Proposal No. 4
("Approval of Adoption of 1998 Stock Purchase Plan") and (iii) the Company's
proposed public offering of 2.76 million shares of Common Stock, including up to
360,000 shares which the underwriters have the option to purchase to cover
over-allotments, if any (as more fully set forth in the Company's Registration
Statement on Form S-3 filed with the Securities and Exchange Commission on April
27, 1998), was as follows:

ACTUAL ADJUSTED
---------- ----------

Common Stock outstanding................................. 13,318,784 13,318,784
Reserved for future grant or issuance upon exercise of
outstanding options under 1996 Stock Option Plan....... 1,132,163 2,882,163(1)
Reserved for future grant or issuance upon exercise of
outstanding options under 1998 Nonstatutory Option
Plan................................................... 50,537 50,537
Reserved for future grant or issuance upon exercise of
outstanding options under Directors Stock Option
Plan................................................... 150,000 150,000
Reserved for future issuance under the proposed 1998
Stock Purchase Plan (see Proposal No. 4)............... -- 300,000
Reserved for issuance pursuant to the Company's proposed
public offering of Common Stock........................ -- 2,760,000(2)
---------- ----------
Total Outstanding and Encumbered Shares........ 14,651,484 19,461,484
---------- ----------

- ---------------

(1) Includes 1,750,000 shares subject to Proposal No. 3.

(2) Includes 360,000 shares subject to the underwriters' option to purchase
shares to cover over-allotments.

The Board also considered the potential desirability of issuing a stock
dividend or effecting a stock split. Were the Board to have desired to effect a
two-for-one split in the Company's Common Stock as of March 31, 1998, a minimum
of 38,922,968 authorized shares would have been required (giving pro forma
effect to the increased reserves under the Company's equity compensation plans
submitted in Proposals Nos. 3 and 4 and

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the Company's proposed public offering). In addition, the Board considered that
stock dividends and stock splits facilitate absolute increases in the employee
equity compensation pools which, in turn, enable broader employee participation
in the Company's equity compensation programs while simultaneously reducing on a
percentage basis the potential dilutive effect of a given level of aggregate
grants to existing shareholders. The Board also believes that it is desirable
for the Company to maintain a reserve of between 20% and 35% of the Company's
equity securities for pursuit of strategic opportunities.

If the proposed amendment is adopted, an additional 32,000,000 shares of
Common Stock will be available for issuance by the Board without further
stockholder approval at such times, for such purposes and for such consideration
as the Board may determine to be appropriate, although certain issuances may
require stockholder approval in accordance with the requirements of the Nasdaq
Stock Market or the Delaware General Corporation Law. The holders of Common
Stock have no preemptive rights to purchase any stock of the Company, and
additional shares might be issued at such times and under such circumstances as
to have a dilutive effect on earnings per share and on the equity ownership of
the present common stockholders.

The flexibility of the Board of Directors to issue additional shares of
stock could enhance the Board's ability to negotiate on behalf of the
stockholders in a takeover situation. Although not the purpose of the proposed
amendment, the authorized but unissued shares of Common Stock (as well as the
authorized but unissued shares of Preferred Stock) also could be used by the
Board to discourage, delay or complicate a change in control of the Company. For
example, such shares could be privately placed with purchasers who might align
themselves with the board in opposing a hostile takeover bid. The issuance of
additional shares might serve to dilute the stock ownership position of persons
seeking to obtain control and thereby increase the cost of acquiring a given
percentage of the outstanding stock. The Company has previously adopted certain
measures that may have the effect of helping to resist an unsolicited takeover
attempt, including provisions in the 1996 Stock Option Plan providing for the
acceleration of exercisability of outstanding options in the event of a sale of
assets or merger if such options are not assumed or substituted by the successor
corporation, provisions in the Certificate authorizing the Board to issue up to
2,000,000 shares of Preferred Stock with terms, provisions and rights fixed by
the Board, provisions in the Company's Bylaws providing for the Board of
Directors to be classified into three classes serving staggered three year terms
and a provision in the Certificate eliminating the right of the Company's
stockholders to take action by written consent. The Board of Directors is not
aware of any pending or proposed effort to acquire control of the Company.

VOTE REQUIRED

The approval of the amendment to the Certificate requires the affirmative
vote of a majority of the outstanding shares of Common Stock of the Company. An
abstention or non-vote is not an affirmative vote and, accordingly, will have
the same effect as a vote against the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE AMENDMENT TO
COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE AN ADDITIONAL
32,000,000 SHARES OF COMMON STOCK.

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PROPOSAL NO. 3
APPROVAL OF AMENDMENT OF
1996 STOCK OPTION PLAN

The Board of Directors adopted the Company's 1996 Stock Option Plan (the
"Option Plan") on January 12, 1996. As of March 31, 1998, only 6,025 shares
remained available for future option grants under the Option Plan, which amount
the Board of Directors believes to be insufficient to satisfy the Company's
anticipated equity incentive objectives. In January 1998, the Board of Directors
approved, subject to stockholder approval, the reservation of an additional
1,750,000 shares for issuance under the Option Plan.

The Internal Revenue Code of 1986, as amended (the "Code") limits the
amount of compensation paid to a corporation's chief executive officer and four
other most highly compensated officers that the corporation may deduct as an
expense for federal income tax purposes. To enable the Company to continue to
deduct in full all amounts of ordinary income recognized by its executive
officers in connection with options granted under the Option Plan, the Board of
Directors has amended the Option Plan, subject to stockholder approval, to limit
to 750,000 the maximum number of shares for which options may be granted to any
employee in any fiscal year (the "Grant Limit"). However, the Company's stock
option grants typically do not approach this limit.

Provided that the stockholders approve the amendment to the Certificate
pursuant to Proposal No. 2, the stockholders are being asked to approve an
increase in the maximum aggregate number of shares that may be issued under the
Option Plan from 1,250,000 to 3,000,000 and to establish the Grant Limit. The
Board of Directors believes that approval of these amendments is in the best
interests of the Company and its stockholders because the availability of an
adequate stock option program is an important factor in attracting, motivating
and retaining qualified officers, employees and consultants essential to the
success of the Company and in aligning their long-term interests with those of
the stockholders.

DESCRIPTION OF THE OPTION PLAN

The following summary of the Option Plan, as amended, is qualified in its
entirety by the specific language of the Option Plan, a copy of which is
available to any stockholder upon request.

General. The Option Plan provides for the grant of incentive stock options
within the meaning of section 422 of the Code and nonstatutory stock options. As
of March 31, 1998, options to purchase 117,837 shares of Common Stock granted
pursuant to the Option Plan had been exercised, options to purchase an aggregate
of 1,126,138 shares were outstanding, and 6,025 shares of Common Stock remained
available for future grants under the Option Plan.

Shares Subject to Plan. The Board has amended the Option Plan, subject to
stockholder approval, to increase by 1,750,000 the maximum number of authorized
but unissued or reacquired shares of the Company's Common Stock issuable
thereunder to an aggregate of 3,000,000. In the event of any stock dividend,
stock split, reverse stock split, recapitalization, combination,
reclassification, or similar change in the capital structure of the Company,
appropriate adjustments will be made to the shares subject to the Option Plan,
to the Grant Limit and to outstanding options. To the extent any outstanding
option under the Option Plan expires or terminates prior to exercise in full or
if shares issued upon exercise of an option are repurchased by the Company, the
shares of Common Stock for which such option is not exercised or the repurchased
shares are returned to the Option Plan and become available for future grant.

Administration. The Option Plan is administered by the Board of Directors
or a duly appointed committee of the Board (hereinafter referred to as the
"Board"). With respect to the participation of individuals whose transactions in
the Company's equity securities are subject to Section 16 of the Securities
Exchange Act of 1934 (the "Exchange Act"), the Option Plan must be administered
in compliance with the requirements, if any, of Rule 16b-3 under the Exchange
Act. Subject to the provisions of the Option Plan, the Board determines the
persons to whom options are to be granted, the number of shares to be covered by
each option, whether an option is to be an incentive stock option or a
nonstatutory stock option, the terms of exercisability of each option and the
vesting of the shares acquired, including the effect thereon of an

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optionee's termination of service, the exercise price and type of consideration
to be paid to the Company upon exercise of an option, the duration of each
option, and all other terms and conditions of the options. The Option Plan
permits the Board to delegate to proper officers of the Company the authority to
grant options to persons who are not officers or directors of the Company within
guidelines established from time to time by the Board. The Option Plan
authorizes the Board to amend, modify, extend or renew, or grant a new option in
substitution for, any option, to waive any restrictions or conditions applicable
to any option or any shares acquired upon the exercise thereof. Subject to
certain limitations, the Option Plan provides for indemnification by the Company
of any director, officer or employee against all reasonable expenses, including
attorneys' fees, incurred in connection with any legal action arising from such
person's action or failure to act in administering the Option Plan. The Board
will interpret the Option Plan and options granted thereunder, and all
determinations of the Board will be final and binding on all persons having an
interest in the Option Plan or any option.

Eligibility. All employees (including directors who are employees) and
consultants of the Company or of any present or future parent or subsidiary
corporations of the Company are eligible to participate in the Option Plan. In
addition, options may be granted to prospective employees and consultants in
connection with written offers of employment or engagement. However, any such
options may not become exercisable prior to such individual's commencement of
service. Nonemployee directors are not eligible to receive grants under the
Option Plan. As of March 31, 1998, the Company had 782 employees, including 5
executive officers, and 3 directors who were also employees. Any person eligible
under the Option Plan may be granted a nonstatutory option. However, only
employees may be granted incentive stock options.

Terms and Conditions of Options. Each option granted under the Option Plan
is evidenced by a written agreement between the Company and the optionee
specifying the number of shares subject to the option and the other terms and
conditions of the option, consistent with the requirements of the Option Plan.
The exercise price per share must equal at least the fair market value of a
share of the Company's Common Stock on the date of grant of an incentive stock
option and at least 85% of the fair market value of a share of the Common Stock
on the date of grant of a nonstatutory stock option. The exercise price of any
incentive stock option granted to a person who at the time of grant owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any parent or subsidiary corporation of the Company (a
"Ten Percent Stockholder") must be at least 110% of the fair market value of a
share of the Company's Common Stock on the date of grant. On March 31, 1998, the
closing price of a share of the Company's Common Stock was $53 1/8, as reported
on the Nasdaq Stock Market.

Generally, the exercise price may be paid in cash, by check, or in cash
equivalent, by tender of shares of the Company's Common Stock owned by the
optionee having a fair market value not less than the exercise price, by the
assignment of the proceeds of a sale or loan with respect to some or all of the
shares of Common Stock being acquired upon the exercise of the option, by means
of a promissory note, by any other lawful consideration approved by the Board or
by any combination of these. The Board may restrict the forms of payment
permitted in connection with any option grant.

Options granted under the Option Plan will become exercisable and vested at
such times and subject to such conditions as specified by the Board. Shares
subject to options generally vest and become exercisable in installments subject
to the optionee's continued employment or service. The maximum term of incentive
stock options granted under the Option Plan is ten years, except that an
incentive stock option granted to a Ten Percent Stockholder may not have a term
longer than five years. Consistent with the Code, the Option Plan does not limit
the term of nonstatutory stock options granted under the Option Plan.

Stock options are nontransferable by the optionee other than by will or by
the laws of descent and distribution, and are exercisable during the optionee's
lifetime only by the optionee.

Transfer of Control. The Option Plan provides that in the event of (i) a
sale or exchange by the stockholders of more than 50% of the Company's voting
stock, (ii) a merger or consolidation to which the Company is a party, (iii) the
sale, exchange or transfer of all or substantially all of the assets of the
Company, or (iv) a liquidation or dissolution of the Company, wherein the
stockholders of the Company immediately before any such event do not retain
direct or indirect beneficial ownership of more than 50% of the total
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combined voting power of the voting stock of the Company, its successor, or the
corporation to which the assets of the Company were transferred (a "Transfer of
Control"), the Board may arrange with the surviving, continuing, purchasing or
successor corporation or parent corporation thereof (the "Acquiring
Corporation") to assume or substitute substantially equivalent new options for
the options outstanding under the Option Plan. In the event that the Acquiring
Corporation elects not to assume or replace outstanding options under the Option
Plan, any unexercisable or unvested portion of such options will become fully
exercisable and vested prior to the Transfer of Control. To the extent that the
options outstanding under the Option Plan are not assumed, replaced, or
exercised prior to such event, they will terminate.

Termination or Amendment. The Option Plan currently provides that, unless
sooner terminated, no incentive stock options may be granted under the Option
Plan after January 11, 2006. However, if the stockholders approve the proposed
increase in the number of shares issuable under the Option Plan, such term shall
be extended until May 21, 2008. The Board may terminate or amend the Option Plan
at any time, but, without stockholder approval, the Board may not amend the
Option Plan to increase the total number of shares of Common Stock reserved for
issuance thereunder, change the class of persons eligible to receive incentive
stock options, or expand the class of persons eligible to receive nonstatutory
stock options. No amendment or termination of the Plan may adversely affect an
outstanding option without the consent of the optionee, unless the amendment is
required to preserve the option's status as an incentive stock option or is
necessary to comply with any applicable law or regulation.

SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES OF THE OPTION PLAN

The following summary is intended only as a general guide as to the United
States federal income tax consequences under current law of participation in the
Option Plan and does not attempt to describe all possible federal or other tax
consequences of such participation or tax consequences based on particular
circumstances.

Incentive Stock Options. An optionee recognizes no taxable income for
regular income tax purposes as the result of the grant or exercise of an
incentive stock option qualifying under section 422 of the Code. Optionees who
do not dispose of their shares for two years following the date the option was
granted nor within one year following the exercise of the option will normally
recognize a mid-term or long-term capital gain or loss equal to the difference,
if any, between the sale price and the purchase price of the shares. If an
optionee satisfies such holding periods upon a sale of the shares, the Company
will not be entitled to any deduction for federal income tax purposes. If an
optionee disposes of shares within two years after the date of grant or within
one year from the date of exercise (a "disqualifying disposition"), the
difference between the fair market value of the shares on the exercise date and
the option exercise price (not to exceed the gain realized on the sale if the
disposition is a transaction with respect to which a loss, if sustained, would
be recognized) will be taxed as ordinary income at the time of disposition. Any
gain in excess of that amount will be a capital gain. If a loss is recognized,
there will be no ordinary income, and such loss will be a capital loss. A
capital gain or loss will be mid-term or long-term if the optionee's holding
period is more than 12 months. Any ordinary income recognized by the optionee
upon the disqualifying disposition of the shares generally should be deductible
by the Company for federal income tax purposes, except to the extent such
deduction is limited by applicable provisions of the Code or the regulations
thereunder.

The difference between the option exercise price and the fair market value
of the shares on the exercise date of an incentive stock option is an adjustment
in computing the optionee's alternative minimum taxable income and may be
subject to an alternative minimum tax which is paid if such tax exceeds the
regular tax for the year. Special rules may apply with respect to certain
subsequent sales of the shares in a disqualifying disposition, certain basis
adjustments for purposes of computing the alternative minimum taxable income on
a subsequent sale of the shares and certain tax credits which may arise with
respect to optionees subject to the alternative minimum tax.

Nonstatutory Stock Options. Options not designated or qualifying as
incentive stock options will be nonstatutory stock options. Nonstatutory stock
options have no special tax status. An optionee generally recognizes no taxable
income as the result of the grant of such an option. Upon exercise of a
nonstatutory

8
11

stock option, the optionee normally recognizes ordinary income in the amount of
the difference between the option exercise price and the fair market value of
the shares on the exercise date. If the optionee is an employee, such ordinary
income generally is subject to withholding of income and employment taxes. Upon
the sale of stock acquired by the exercise of a nonstatutory stock option, any
gain or loss, based on the difference between the sale price and the fair market
value on the exercise date, will be taxed as capital gain or loss. A capital
gain or loss will be mid-term or long-term if the optionee's holding period is
more than 12 months. No tax deduction is available to the Company with respect
to the grant of a nonstatutory option or the sale of the stock acquired pursuant
to such grant. The Company generally should be entitled to a deduction equal to
the amount of ordinary income recognized by the optionee as a result of the
exercise of a nonstatutory option, except to the extent such deduction is
limited by applicable provisions of the Code or the regulations thereunder.

VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

The affirmative vote of a majority of the votes cast on the proposal at the
Annual Meeting of Stockholders, at which a quorum representing a majority of all
outstanding shares of Common Stock of the Company is present, either in person
or by proxy, is required for approval of this proposal. Votes for and against,
abstentions and broker non-votes will each be counted as present for purposes of
determining the presence of a quorum. Abstentions will have the same effect as a
negative vote on this proposal. Broker non-votes will have no effect on the
outcome of this vote.

The Board of Directors believes that approval of the increase in the number
of shares issuable under the Option Plan and the establishment of the Grant
Limit is in the best interests of the Company and the stockholders and for the
reasons stated above. THEREFORE, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" APPROVAL OF AN INCREASE BY 1,750,000 IN THE MAXIMUM AGGREGATE NUMBER
OF SHARES ISSUABLE UNDER THE OPTION PLAN AND THE ESTABLISHMENT OF THE GRANT
LIMIT.

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12

PROPOSAL NO. 4
APPROVAL OF ADOPTION OF
1998 EMPLOYEE STOCK PURCHASE PLAN

The Company previously maintained the JDA Software Group, Inc. 1996
Employee Stock Purchase Plan (the "1996 Purchase Plan"), pursuant to which
eligible employees could purchase shares of the Company's Common Stock at a
discount through payroll deductions. As of February 28, 1998, only 353 shares
remained available for issuance under the 1996 Purchase Plan and as a result,
the 1996 Purchase Plan was terminated by the Board of Directors. The 1996
Purchase Plan was implemented through offerings of approximately 24 months in
duration, but prior to expiration of the offering period scheduled to expire on
February 28, 1998, the Board of Directors determined that the number of shares
available for issuance under the 1996 Purchase Plan would not be sufficient to
cover anticipated share requirements for the offerings which were then in
progress. Because of a recent interpretation of generally accepted accounting
principles applicable to certain employee stock purchase plans, the Board was
concerned that the Company could be required to recognize compensation expense
if the share reserve of the 1996 Purchase Plan was increased and such additional
shares were issued pursuant to offerings which began prior to the date on which
the stockholders approved the share reserve increase. However, adoption of a new
employee stock purchase plan under which offerings would not begin until after
the date that the stockholders approve the plan will not cause the recognition
of a compensation expense under current generally accepted accounting
principles.

Accordingly, in January 1998, the Board of Directors adopted the JDA
Software Group, Inc. 1998 Employee Stock Purchase Plan (the "1998 Purchase
Plan"), subject to stockholder approval, to become effective on August 3, 1998
(the "Effective Date"). The 1998 Purchase Plan will be implemented through six
month offerings in order to minimize any future impact of the change in the
accounting rules described above, and to make the plan easier to administer. A
total of 300,000 shares of Common Stock will be reserved for issuance under the
1998 Purchase Plan.

Provided that the stockholders approve the amendment to the Certificate
pursuant to Proposal No. 2 the Board of Directors believes that adopting the
1998 Purchase Plan will benefit the Company, since providing employees of the
Company with an opportunity to purchase shares of Common Stock pursuant to the
1998 Purchase Plan should prove helpful in attracting, retaining, and motivating
valued employees.

DESCRIPTION OF THE 1998 PURCHASE PLAN

The following summary of the 1998 Purchase Plan is qualified in its
entirety by the specific language of the 1998 Purchase Plan, a copy of which is
available to any stockholder upon request.

General. The 1998 Purchase Plan is intended to qualify as an "employee
stock purchase plan" under section 423 of the Code. Each participant in the 1998
Purchase Plan is granted at the beginning of each offering under the plan (an
"Offering") the right to purchase through accumulated payroll deductions up to a
number of shares of the Common Stock of the Company (a "Purchase Right")
determined on the first day of the Offering. The Purchase Right is automatically
exercised on the last day of each Offering unless the participant has withdrawn
from participation in the 1998 Purchase Plan prior to such date.

Shares Subject to Plan. A maximum of 300,000 of the Company's authorized
but unissued or reacquired shares of Common Stock may be issued under the 1998
Purchase Plan, subject to appropriate adjustment in the event of a stock
dividend, stock split, reverse stock split, recapitalization, combination,
reclassification or similar change in the Company's capital structure or in the
event of any merger, sale of assets or other reorganization of the Company. If
any Purchase Right expires or terminates, the shares subject to the unexercised
portion of such Purchase Right will again be available for issuance under the
1998 Purchase Plan.

Administration. The 1998 Purchase Plan is administered by the Board.
Subject to the provisions of the 1998 Purchase Plan, the Board determines the
terms and conditions of Purchase Rights granted under the plan. The Board will
interpret the 1998 Purchase Plan and Purchase Rights granted thereunder, and all
determinations of the Board will be final and binding on all persons having an
interest in the 1998 Purchase

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Plan or any Purchase Rights. The 1998 Purchase Plan provides, subject to certain
limitations, for indemnification by the Company of any director, officer or
employee against all reasonable expenses, including attorney's fees, incurred in
connection with any legal action arising from such person's action or failure to
act in administering the plan.

Eligibility. Any employee of the Company or of any present or future
parent or subsidiary corporation of the Company designated by the Board for
inclusion in the 1998 Purchase Plan is eligible to participate in an Offering
under the 1998 Purchase Plan so long as the employee is customarily employed for
at least 20 hours per week and 5 months per calendar year. However, no employee
who owns or holds options to purchase, or as a result of participation in the
1998 Purchase Plan would own or hold options to purchase, five percent or more
of the total combined voting power or value of all classes of stock of the
Company or of any parent or subsidiary corporation of the Company is entitled to
participate in the 1998 Purchase Plan. As of March 31, 1998 the Company had 782
employees that would be eligible to participate in the 1998 Purchase Plan.

Offerings. Generally, each Offering of Common Stock under the 1998
Purchase Plan is for a period of six months (an "Offering Period"). Offering
Periods under the 1998 Purchase Plan are sequential, with a new Offering Period
beginning every six months. Offering Periods will generally commence on the
first days of February and August of each year and end on the last days of the
following July and January respectively. The first Offering Period will commence
on the Effective Date and will end on the last day of January 1999. Shares are
purchased on the last day of each Offering Period (the "Purchase Date"). The
Board may establish a different term for one or more Offerings or different
commencement or ending dates for an Offering.

Participation and Purchase of Shares. Participation in the 1998 Purchase
Plan is limited to eligible employees who authorize payroll deductions prior to
the start of an Offering Period. Payroll deductions may not exceed 10% (or such
other rate as the Board determines) of an employee's compensation for any pay
period during the Offering Period. Once an employee becomes a participant in the
1998 Purchase Plan, that employee will automatically participate in each
successive Offering Period until such time as that employee withdraws from the
1998 Purchase Plan, becomes ineligible to participate in the 1998 Purchase Plan,
or terminates employment.

Subject to certain limitations, each participant in an Offering has a
Purchase Right equal to the lesser of (i) that number of whole shares determined
by dividing $12,500 by the fair market value of a share of Common Stock on the
first day of the Offering Period or (ii) 1,250 shares, provided that these
dollar and share amounts will be prorated for any Offering Period that is other
than 6 months in duration. No participant may purchase under the 1998 Purchase
Plan shares of the Company's Common Stock having a fair market value exceeding
$25,000 in any calendar year (measured by the fair market value of the Company's
Common Stock on the first day of the Offering Period in which the shares are
purchased).

At the end of each Purchase Period, the Company issues to each participant
in the Offering the number of shares of the Company's Common Stock determined by
dividing the amount of payroll deductions accumulated for the participant during
that Offering Period by the purchase price, limited in any case by the number of
shares subject to the participant's Purchase Right for that Offering. The price
per share at which shares are sold at the end of an Offering Period generally
equals 85% of the lesser of the fair market value per share of the Company's
Common Stock on the first day of the Offering Period or the Purchase Date. On
March 31, 1998, the closing price of a share of the Company's Common Stock was
$53 1/8, as reported on the Nasdaq Stock Market. Any payroll deductions under
the 1998 Purchase Plan not applied to the purchase of shares will be returned to
the participant, unless the amount remaining is less than the amount necessary
to purchase a whole share of Common Stock, in which case the remaining amount
may be applied to the next Offering Period.

A participant may withdraw from an Offering at any time without affecting
his or her eligibility to participate in future Offerings. However, once a
participant withdraws from an Offering, that participant may not again
participate in the same Offering.

Change in Control. The 1998 Purchase Plan provides that, in the event of
(i) a sale or exchange by the stockholders of more than 50% of the Company's
voting stock, (ii) a merger or consolidation in which the

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14

Company is a party, (iii) the sale, exchange or transfer of all or substantially
all of the assets of the Company, or (iv) a liquidation or dissolution of the
Company wherein, upon any such event, the stockholders of the Company
immediately before such event do not retain direct or indirect beneficial
ownership of at least 50% of the total combined voting power of the voting stock
of the Company, its successor, or the corporation to which the assets of the
Company were transferred (a "Change in Control"), the acquiring or successor
corporation may assume the Company's rights and obligations under the 1998
Purchase Plan or substitute substantially equivalent Purchase Rights for such
corporation's stock. If the acquiring or successor corporation elects not to
assume or substitute for the outstanding Purchase Rights, the Board may adjust
the last day of the Offering Period to a date on or before the date of the
Change in Control. Any Purchase Rights that are not assumed, substituted for, or
exercised prior to the Change in Control will terminate.

Termination or Amendment. The 1998 Purchase Plan will continue until
terminated by the Board or until all of the shares reserved for issuance under
the plan have been issued. The Board may at any time amend or terminate the 1998
Purchase Plan, except that the approval of the Company's stockholders is
required within twelve months of the adoption of any amendment increasing the
number of shares authorized for issuance under the 1998 Purchase Plan, or
changing the definition of the corporations which may be designated by the Board
as corporations the employees of which may participate in the 1998 Purchase
Plan.

SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES OF THE 1998 PURCHASE PLAN

The following summary is intended only as a general guide as to the United
States federal income tax consequences under current law of participation in the
1998 Purchase Plan and does not attempt to describe all possible federal or
other tax consequences of such participation or tax consequences based on
particular circumstances.

A participant recognizes no taxable income either as a result of commencing
to participate in the 1998 Purchase Plan or purchasing shares of the Company's
Common Stock under the terms of the 1998 Purchase Plan.

If a participant disposes of shares purchased under the 1998 Purchase Plan
within two years from the first day of the applicable Offering Period or within
one year from the purchase date (a "disqualifying disposition"), the participant
will realize ordinary income in the year of such disposition equal to the amount
by which the fair market value of the shares on the purchase date exceeds the
purchase price. The amount of the ordinary income will be added to the
participant's basis in the shares, and any additional gain or resulting loss
recognized on the disposition of the shares will be a capital gain or loss. A
capital gain or loss will be mid-term or long-term if the participant's holding
period is more than twelve months.

If the participant disposes of shares purchased under the 1998 Purchase
Plan at least two years after the first day of the applicable Offering Period
and at least one year after the purchase date, the participant will realize
ordinary income in the year of disposition equal to the lesser of (i) the excess
of the fair market value of the shares on the date of disposition over the
purchase price or (ii) 15% of the fair market value of the shares on the first
day of the applicable Offering Period. The amount of any ordinary income will be
added to the participant's basis in the shares, and any additional gain
recognized upon the disposition after such basis adjustment will be a mid-term
or long-term capital gain. If the fair market value of the shares on the date of
disposition is less than the purchase price, there will be no ordinary income
and any loss recognized will be a mid-term or long-term capital loss.

If the participant still owns the shares at the time of death, the lesser
of (i) the excess of the fair market value of the shares on the date of death
over the purchase price or (ii) 15% of the fair market value of the shares on
the first day of the Offering Period in which the shares were purchased will
constitute ordinary income in the year of death.

The Company should be entitled to a deduction in the year of a
disqualifying disposition equal to the amount of ordinary income recognized by
the participant as a result of the disposition, except to the extent such
deduction is limited by applicable provisions of the Code or the regulations
thereunder. In all other cases, no deduction is allowed to the Company.

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VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

The Board of Directors believes that the adoption of the 1998 Purchase Plan
is in the best interests of the Company and its stockholders for the reasons
stated above. THEREFORE, THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL
OF THIS PROPOSAL TO ADOPT THE 1998 PURCHASE PLAN WITH AN INITIAL SHARE RESERVE
OF 300,000 SHARES.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 31, 1998 by (i) each person
who is known by the Company to own beneficially more than 5% of the Company's
Common Stock, (ii) each of the Company's current directors and executive
officers, and (iii) all executive officers and directors as a group. Except
pursuant to applicable community property laws or as indicated in the footnotes
to this table, each stockholder identified in the table possesses sole voting
and investment power with respect to all shares of Common Stock shown as
beneficially owned by such stockholder. Unless otherwise noted each person's
address is c/o JDA Software Group, Inc., 11811 North Tatum Boulevard, Phoenix,
Arizona 85028.

SHARES
BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) OF CLASS
------------------------------------ ------------ ----------

James D. Armstrong.......................................... 1,050,286 7.9%
Frederick M. Pakis.......................................... 830,800 6.2%
Kurt R. Jaggers(2).......................................... 31,294 *
William C. Keiper........................................... -- *
Brent W. Lippman(3)......................................... 13,970 *
Kristen L. Magnuson......................................... 0 *
Kenneth J. Demarchais(4).................................... 9,372 *
J. Timothy Davis(5)......................................... 1,513 *
Hamish Brewer(6)............................................ 2,456 *
All directors and Named Executives Officers as a group (9
persons)(7)............................................ 1,939,691 14.5%
Pilgrim Baxter & Associates, Ltd.(8)........................ 1,382,707 10.4%
Provident Investment Counsel, Inc.(9)....................... 1,111,030 8.3%
Warburg Pincus Asset Management, Inc.(10)................... 877,003 6.6%
Oppenheimer Funds, Inc.(11)................................. 817,000 6.1%

- ---------------
* Represents less than 1% of the outstanding Common Stock.

(1) The information regarding security ownership of the Company's Common Stock
is as of March 31, 1998, except for the security ownership information
regarding Provident Investment Counsel, Inc. ("Provident"), which is
derived from a Schedule 13G filed by Provident with the Commission on
February 2, 1998; Pilgrim Baxter & Associates, Ltd., ("Pilgrim"), which is
derived from a Schedule 13G filed by Pilgrim with the Commission on April
9, 1998; Warburg Pincus Asset Management, Inc. ("Warburg"), which is
derived from a Schedule 13G filed by Warburg with the Commission on January
12, 1998; and Oppenheimer Funds, Inc. ("Oppenheimer"), which is derived
from a Schedule 13G filed by Oppenheimer with the Commission on February 9,
1998. The percentage of class calculations are based on the number of
shares of JDA Software Group, Inc. Common Stock outstanding on March 31,
1998 (13,318,781 shares) plus, where appropriate, those shares subject to
unexercised options which were exercisable on March 31, 1998, or within
sixty days thereafter.

(2) Includes 30,000 shares subject to unexercised options.

(3) Includes 11,500 shares subject to unexercised options.

(4) Includes 5,447 shares subject to unexercised options.

(5) Includes 1,513 shares subject to unexercised options.

(6) Includes 1,527 shares subject to unexercised options.

(7) Includes an aggregate of 49,987 shares subject to unexercised options.

(8) Pilgrim Baxter & Associates, Ltd. is a Pennsylvania-based investment
advisor. The address of Pilgrim is 825 Duportail Road, Wayne, Pennsylvania
19087.

(9) Provident Investment Counsel, Inc. is a Massachusetts-based investment
advisor. The address of Provident is 300 North Lake Avenue, Pasadena,
California 91101-4022

(10) Warburg Pincus Asset Management, Inc. is a New York-based investment
advisor. The address of Warburg is 466 Lexington Avenue, New York, New York
10017.

(11) Oppenheimer Funds, Inc. is a New York-based investment advisor. The address
of Oppenheimer is Two World Trade Center, Suite 3400, New York, New York
10048-0203.

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EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company, and their ages as of March 31, 1998,
are as follows:

NAME AGE POSITION(S)
---- --- -----------

James D. Armstrong........................ 47 Co-Chairman of the Board
Frederick M. Pakis........................ 44 Co-Chairman of the Board
Brent W. Lippman.......................... 41 Chief Executive Officer and Director
Kristen L. Magnuson....................... 41 Senior Vice President and Chief Financial Officer
Kenneth J. Desmarchais.................... 39 Senior Vice President of Research and Development
J. Timothy Davis.......................... 47 Senior Vice President of Worldwide Consulting
Services
Hamish Brewer............................. 36 Senior Vice President of International

For a description of the business background of Messrs. Armstrong, Pakis
and Lippman, see "Proposal No. 1 -- Election of Director."

KRISTEN L. MAGNUSON has served as the Company's Senior Vice President and
Chief Financial Officer since joining the Company in September 1997. Prior to
joining the Company, Ms. Magnuson served as Vice President of Finance and
Planning for Michaels Stores, Inc., a $1.4 billion publicly-held arts and craft
retailer from 1990 to 1997, as Senior Vice President and Controller of MeraBank
FSB, an $8 billion financial institution, from 1987 to 1990, and various
positions in the audit department of Ernst & Young from 1978 to 1987. Ms.
Magnuson is a Certified Public Accountant and received a Bachelor of Business
Administration Degree in Accounting from the University of Washington.

KENNETH J. DESMARCHAIS has served as the Company's Senior Vice President of
Research and Development since June 1997. Mr. Desmarchais previously served as
the Company's Vice President of Technology from 1995 to 1997, as Director of
Technology from 1992 to 1995, as Manager of New Product Development from 1990 to
1992 and as a Project Manager from 1988 to 1990. Prior to joining the Company,
Mr. Desmarchais served as a Project Manager with JDA Canada from 1986 to 1987,
and as an Advisory Systems Engineer with IBM Canada from 1980 to 1985. Mr.
Desmarchais received a Bachelor of Science Degree in Computer Science from
Ryerson Polytechnic Institute in Toronto, Ontario.

J. TIMOTHY DAVIS has served as the Company's Senior Vice President of
Worldwide Consulting Services since October 1997. Mr. Davis previously served as
the Company's Vice President of North American Consulting Services from 1996 to
1997. Prior to joining the Company, Mr. Davis served as Vice President and
Senior Manager with Price Waterhouse's Management Horizons Division from 1991 to
1995, as a Managing Associate with Coopers & Lybrand from 1983 and 1990, and as
Director of Financial Systems Planning and Analysis for Zale Corporation, a
publicly-held retail jewelry corporation, from 1980 to 1982. Mr. Davis received
a Bachelor of Science Degree in Business and Public Administration from the
University of Texas.

HAMISH BREWER was promoted to Senior Vice President of International in
January 1998. Mr. Brewer previously served as Director of the Company's
European, Middle East and African operations from 1996 to 1997, and as a
Marketing Representative from 1994 to 1996. Prior to joining the Company, Mr.
Brewer served as a Retail Marketing Specialist with IBM from 1986 to 1994, and
in various operational positions with a privately-held retail sales organization
located in England. Mr. Brewer received a Bachelor of Science and a Bachelor of
Commerce Degree from the University of Birmingham in England.

EXECUTIVE COMPENSATION

The table below sets forth information concerning the annual and long-term
compensation for services rendered in all capacities to the Company during the
fiscal years ended December 31, 1997, 1996 and 1995, for those persons who
served as (i) chief executive officer during 1997; (ii) the four most highly
compensated executive officers as of December 31, 1997 other than the Chief
Executive Officer; and (iii) two former executive officers that would have been
among the most highly compensated executive officers had they been serving in an
executive capacity at December 31, 1997 (collectively, the "Named Executive
Officers").

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SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION
COMPENSATION ------------------
----------------- SECURITIES
SALARY BONUS OTHER ANNUAL UNDERLYING OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION(1) (#)(2) COMPENSATION($)
- --------------------------- ---- ------- ------- --------------- ------------------ ---------------

Brent W. Lippman(3)............ 1997 212,500 150,000 0 280,000 1,730
Chief Executive Officer 1996 150,000 100,000 0 20,000 1,673
1995 125,000 200,000 0 235,000 1,451
Kristen L. Magnuson(4)......... 1997 47,228 16,667 0 30,000 1,059
Senior Vice President and 1996 -- -- -- -- --
Chief Financial Officer 1995 -- -- -- -- --
Kenneth J. Demarchais(5)....... 1997 125,000 75,000 0 12,500 1,404
Senior Vice President of 1996 125,000 75,000 0 15,000 1,407
Research and Development 1995 125,000 84,750 0 165,000 1,433
J. Timothy Davis(6)............ 1997 170,000 60,000 0 10,000 2,084
Senior Vice President of 1996 49,423 30,000 6,855 15,000 665
Worldwide Consulting Services 1995 -- -- -- -- --
Hamish Brewer(7)............... 1997 154,537 457,593 0 20,000 7,145
Senior Vice President of 1996 79,033 249,806 0 0 0
International 1995 55,184 114,313 0 15,000 0
James D. Armstrong(8).......... 1997 175,000 50,000 0 30,000 3,260
Co-Chairman of the Board and 1996 175,000 100,000 0 0 11,180
Former Chief Executive 1995 360,000 100,000 0 0 9,500
Officer
Frederick M. Pakis(9).......... 1997 175,000 50,000 0 30,000 3,260
Co-Chairman of the Board and 1996 175,000 100,000 0 0 9,568
Former President 1995 360,000 100,000 0 0 8,570

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(1) Unless otherwise noted, other annual compensation for the periods presented,
including moving expenses and other perquisites, was less than 10% of the
respective current or former executive officer's total annual salary and
bonus.

(2) The amounts shown in this column represent outstanding stock options granted
pursuant to the Company's 1995 or 1996 Stock Option Plan.

(3) Mr. Lippman was promoted to Chief Executive Officer in October 1997 at an
annualized salary of $250,000. The amounts shown for all other compensation
include contributions under the Company's 401(k) plan in 1997, 1996 and 1995
of $1,140, $1,140 and $1,109, respectively, and group term life insurance
premiums of $590, $533 and $342, respectively.

(4) Ms. Magnuson joined the Company as Senior Vice President and Chief Financial
Officer in September 1997 at an annualized salary of $175,000. The amount
shown for all other compensation includes contributions under the Company's
401(k) plan of $875 and group term life insurance premiums of $184.

(5) Mr. Demarchais was promoted to Senior Vice President of Research and
Development in June 1997 at an annualized salary of $125,000. The amounts
shown for all other compensation include contributions under the Company's
401(k) plan in 1997, 1996 and 1995 of $1,140, $1,140 and $1,109,
respectively, and group term life insurance premiums of $264, $267 and $324,
respectively.

(6) Mr. Davis was promoted to Senior Vice President of Worldwide Consulting
Services in October 1997 at an annualized salary of $200,000. The amount
shown for other annual compensation represents relocation allowances and
certain other reimbursements paid to Mr. Davis in 1996 in connection with
his relocation to Phoenix, Arizona. The amounts shown for all other
compensation include contributions under the Company's 401(k) plan in 1997
and 1996 of $1,105 and $375, respectively, and group term life insurance
premiums of $979 and $290, respectively.

(7) Mr. Brewer was promoted to Senior Vice President of International in January
1998 at an annualized salary of $170,675. The amounts shown for all other
compensation include automobile expenses paid by the company.

(8) Mr. Armstrong co-founded the Company in 1985 and served as a director and
its Chief Executive Officer until October 1997. Mr. Armstrong currently
serves as Co-Chairman of the Board with Mr. Pakis. The

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19

amounts shown for all other compensation include contributions under the
Company's 401(k) plan in 1997, 1996 and 1995 of $1,140, $1,140 and $1,109,
respectively, and group term life and other insurance premiums of $2,120,
$10,040 and $8,391, respectively.

(9) Mr. Pakis co-founded the Company in 1985 and served as a director and its
President until October 1997. Mr. Pakis currently serves as Co-Chairman of
the Board with Mr. Armstrong. The amounts shown for all other compensation
include contributions under the Company's 401(k) plan in 1997, 1996 and 1995
of $1,140, $1,140 and $1,109, respectively, and group term life and other
insurance premiums of $2,120, $8,428 and $7,461, respectively.

EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS

JDA Software, Inc., an Arizona Corporation and a subsidiary of the Company,
entered into employment agreements with Mr. Armstrong and Mr. Pakis on March 30,
1995. Under the terms of the agreements, they will each receive a base salary
and a bonus determined by the Board of Directors or its Compensation Committee.
The agreements have initial terms of two years and renew automatically for
periods not less than one year.

The Company has entered into indemnification agreements with each of its
directors and the Named Executive Officers. Such agreements require the Company
to indemnify such individuals to the fullest extent permitted by Delaware law.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's executive officers, directors and persons who
beneficially own more than 10% of the Company's common stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the National Association of Securities Dealers. Executive officers,
directors and greater than 10% shareholders are required Exchange Act
regulations to furnish the Company with copies of all Section 16(a) forms they
file.

Based solely upon the Company's review of the forms that have been
furnished, or the written representations from certain reporting persons that no
Form 5, the Company believes that all Section 16(a) filing requirements
applicable to the Company's executive officers, directors and more than 10%
stockholders were complied with during the fiscal year ended December 31, 1997,
except that Messrs. Demarchais and Pakis each inadvertently filed a late Form 4
relating to a share gift.

CERTAIN TRANSACTIONS

The Company renewed a lease effective January 1, 1998, with the
Pakis-Armstrong Venture, an Arizona General Partnership, the general partners of
which are Messrs. Armstrong and Pakis. The lease covers approximately 5,400
square feet of office space in Scottsdale, Arizona that the Company used
primarily as a training facility. The lease calls for $67,500 in annual base
rent and the Company is required to pay all real property taxes, insurance and
ordinary maintenance on the premises and to name the Pakis-Armstrong Venture as
an additional insured on its general liability insurance policy. The lease will
terminate on December 31, 1999, unless otherwise extended by the parties. The
Company understands that all amounts to be paid by the Company to the
Pakis-Armstrong Venture for the lease described in this paragraph will be evenly
distributed to Messrs. Armstrong and Pakis. The Company believes that the terms
of the lease agreement with the Pakis-Armstrong Venture are at least as
favorable as those that would have been obtained for a similar lease of a
comparable property from unaffiliated third parties.

The Company provided various consulting services to West Marine, Inc.
("West Marine") during the fiscal year ended December 31, 1997 in connection
with the implementation of the Company's WinDSS product. These services were
billed at the Company's standard billing rates and totaled approximately
$1,500,000. Crawford L. Cole, the President and Chief Executive Officer of West
Marine served as a Director of the Company until his resignation on April 22,
1998. West Marine purchased a license for the Company's WinDSS product in 1996
at a fee of approximately $400,000.

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20

COMPENSATION OF DIRECTORS

Board members of the Company do not receive compensation for attending
Board meetings. Under the Directors Plan, directors who are not employees of the
Company receive yearly grants of options to purchase 12,500 shares of Common
Stock upon joining the Board of Directors, and annual grants of options to
purchase 4,000 shares thereafter. The Company does not pay additional amounts
for committee participation or special assignments of the Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 1997, the Company's outside
directors, Messrs. Jaggers and Cole served as the Compensation Committee. Mr.
Keiper replaced Mr. Cole on the Compensation Committee effective April 22, 1998.
There are no Compensation Committee interlocks between the Company and other
entities involving the Company's executive officers and board members who serve
as executive officers of such entities.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning the grants of stock
options pursuant to the Company's 1996 Stock Option Plan during the fiscal year
ended December 31, 1997 to the Named Executive Officers identified in the
Summary Compensation Table. No SARs were granted during 1997.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS IN 1997(1) OPTION TERM(2)
------------------------------------------------------------- ----------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS EXERCISE
UNDERLYING GRANTED TO PRICE PER EXPIRATION
NAME OPTIONS GRANTED(#) EMPLOYEES SHARE($/SH) DATE 5%($) 10%($)
---- ------------------ ------------- ----------- ---------- --------- ----------

Brent W. Lippman...... 30,000 4.1% 21.875 1/28/2007 412,712 1,045,893
250,000 33.9% 31.00 7/10/2007 4,975,739 12,513,613
Kristen L. Magnuson... 30,000 4.1% 30.875 9/11/2007 582,514 1,476,204
Kenneth J.
Demarchais.......... 7,500 1.0% 21.875 1/28/2007 103,178 261,473
5,000 .7% 35.125 7/24/2007 129,148 305,233
J. Timothy Davis...... 10,000 1.4% 21.875 1/28/2007 137,571 348,631
Hamish Brewer......... 20,000 2.7% 21.875 1/28/2007 275,141 697,262
James D. Armstrong.... 30,000 4.1% 32.00 11/3/2007 603,739 1,529,993
Frederick M. Pakis.... 30,000 4.1% 32.00 11/3/2007 603,739 1,529,993

- ---------------
(1) Incentive and nonstatutory stock options are granted under the Company's
1996 Stock Option Plan at prices not less than the fair market value of the
common stock at the date of grant. The options generally become exercisable
over a four-year period, commencing at the date of grant, and expire in ten
years.

(2) The 5% and 10% assumed compounded annual rates of stock price appreciation
are in accordance with the potential gains and are net of exercise price,
but before taxes associated with exercise rules of the Securities and
Exchange Commission. These amounts and assumed rates of appreciation do not
represent the Company's estimate of future stock price. Actual gains, if
any, on stock option exercises will be dependent on future performance of
the common stock and overall market conditions as well as the options
holder's continued employment with the Company throughout the vesting
period. There can be no assurance that the actual stock price appreciation
over the ten-year option term will be at the assumed 5% and 10% levels or at
any other defined level.

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AGGREGATE OPTION EXERCISES DURING FISCAL 1997
AND YEAR END OPTION VALUES

The following table sets forth information concerning option exercises
during the year ended December 31, 1997, and unexercised options held as of
December 31, 1997, by the Named Executive Officers identified in the Summary
Compensation Table.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT 12/31/97(#) 12/31/97($)(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ----------- ----------- ------------- ----------- -------------

Brent W. Lippman......... 110,570 3,132,191 11,500 311,500 342,125 2,067,075
Kristen L. Magnuson...... 0 0 0 30,000 0 123,750
Kenneth J. Demarchais.... 72,000 2,153,376 17,500 32,500 533,750 502,462
J. Timothy Davis......... 3,750 46,672 0 21,250 0 311,250
Hamish Brewer............ 0 0 3,750 23,750 115,313 377,812
James D. Armstrong....... 0 0 0 30,000 0 90,000
Frederick M. Pakis....... 0 0 0 30,000 0 90,000

- ---------------
(1) Options are considered to be "in-the-money" if the fair market value of the
underlying securities exceeds the exercise price of the options on the
specified date. The amounts shown in these columns are based upon the
difference between the closing price of the common stock on December 31,
1997 ($35.00), and the exercise price of the options.

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The following Report of the Compensation Committee shall not be deemed to
be soliciting material or to be filed with the Securities and Exchange
Commission nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended (the "Securities
Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
except to the extent the Company specifically incorporates it by reference into
such filing.

During 1997, the Compensation Committee was composed of Mr. Jaggers and Mr.
Cole, the Company's two non-employee directors. Mr. Keiper replaced Mr. Cole on
the Compensation Committee effective April 22, 1998. The Compensation
Committee's primary function is to review and recommend salary levels of, to
approve bonus plans for, and to approve stock option grants to executive
officers, and to set the compensation of the Chief Executive Officer and the
President.

COMPENSATION PHILOSOPHY

The Compensation Committee strives to align executive compensation with the
value achieved by the executive team for the Company's stockholders. Toward that
goal, the Company's compensation program emphasizes both short- and long-term
incentives designed to attract, motivate, and retain highly qualified executives
who will effectively manage the Company and maximize stockholder value. The
Company uses salary, executive officer bonuses and stock options to motivate
executive officers to achieve the Company's business objectives and to align the
incentives of officers with the long-term interests of stockholders. The
Compensation Committee reviews and evaluates each executive officer's base and
variable compensation annually relative to corporate performance and comparative
market information.

In setting total compensation, the Compensation Committee considers
individual and Company performance, as well as market information in the form of
published survey data provided to the Compensation Committee by the Company's
human resources staff. The market data consists primarily of base salary and
total cash compensation rates, as well as incentive bonus and stock programs, of
companies considered by the Compensation Committee to be comparable technology
companies or actual or potential competitors for qualified personnel. The
Compensation Committee's policy is to generally target levels of cash and equity
compensation paid to its executive officers to be competitive with compensation
paid by such comparable companies.
19
22

In preparing the performance graph for this Proxy Statement, the Company
has selected the Nasdaq Computer and Data Processing Index, and the Nasdaq Stock
Market-U.S. Index as its peer groups. The companies that the Company included in
its stratified salary surveys are not necessarily those included in the indices,
as such companies may not be competitive with the Company for executive talent.

The Compensation Committee has considered the potential impact of Section
162(m) of the Internal Revenue Code ("Section 162(m)") adopted under the Federal
Revenue Reconciliation Act of 1993. Section 162(m) disallows a tax deduction to
any publicly-held corporation for individual compensation exceeding $1 million
in any taxable year paid to the Chief Executive Officer or any of the four other
most highly compensated executive officers, unless compensation is
performance-based. Since the targeted cash compensation of each of the Named
Executive Officers is well below the $1 million threshold and the Company
believes that any options granted under the Option Plan currently meet the
requirement of being performance-based in accordance with the regulations under
Section 162(m), the Compensation Committee believes that Section 162(m) will not
reduce the tax deductions available to the Company for executive compensation in
1997. The Company's policy is to qualify to the extent reasonable its executive
officers' compensation for deductibility under applicable tax laws.

FORMS OF COMPENSATION

Salary. The Company strives to offer executive officers salaries that are
competitive with comparable companies in the technology sector generally and in
the vertical market enterprise software and general software industries. During
1997, Brent W. Lippman, Chief Executive Officer of the Company, following
consultation with the Compensation Committee, approved executive salaries at the
beginning of the year or at the time executives joined the Company.

In November 1996 the Committee reviewed compensation data from 16 publicly
traded enterprise system software companies and, based upon such review and a
comparison with the Company's 1996 salary structure for executives, the
Committee determined to make no change to the existing arrangements for 1996 and
1997. The Committee expects that annual salary adjustments will take into
account achievements of individual executive officers during the prior year
towards key Company-wide objectives set annually by the Committee, as well as
the executive officers' performance of their individual responsibilities.

Incentive Compensation. Cash incentive compensation is provided through
participation in the Company's executive bonus plan. For 1997 the Board
established distributions to executive officers under the executive bonus plan
following completion of the Company's fiscal year, based generally on the
Company's profitability targets. During 1997 the Company exceeded its
profitability targets, including an increase of over 48% in earnings per share
in 1997 compared to 1996. Accordingly, bonuses for 1997 to executive officers
were 100% of individual bonus targets.

Stock Options. The Compensation Committee believes that equity ownership
provides significant additional motivation to executive officers to maximize
value for the Company's stockholders, and therefore grants stock options under
the Company's 1996 Stock Option Plan at the commencement of an executive
officer's employment and, depending on that officer's performance and the
propriety, in the Committee's judgment, of additional awards to retain key
employees, periodically thereafter. Stock options are granted at the prevailing
market price, generally vest over a period of four years and will only have
value if the Company's stock price increases over the exercise price. Therefore,
the Compensation Committee believes that stock options serve to align the
interests of executive officers closely with other stockholders because of the
direct benefit executive officers receive through improved stock price
performance.

Other Compensation Plans. The Company has adopted certain broad-based
employee benefit plans in which executive officers have been permitted to
participate. The incremental cost to the Company of benefits provided to
executive officers under these life and health insurance plans and retirement
plans is less than 10% of the base salaries for executive officers for 1996.
Benefits under the broad-based plans are not directly or indirectly tied to
Company performance.

20
23

Most Company employees were, subject to certain limitations, eligible to
participate in the Company's 1996 Employee Stock Purchase Plan, which allowed
all eligible Company employees (including executive officers, but excluding
those who beneficially own more than 5% of the outstanding Common Stock) to
purchase shares of the Company's Common Stock through payroll deductions at a
purchase price of the lower of 85% of the fair market value of the share on the
first day or the last day of the applicable offering period of the Plan. The
Committee believes the 1996 Stock Purchase Plan encouraged broad-based equity
ownership throughout the Company's employee base, and thereby encourages
alignment of employee incentive with stockholder interests.

As of February 28, 1997 only 353 shares remained available for issuance
under the 1996 Employee Stock Purchase Plan which, accordingly, was terminated
by the Board of Directors. The Board of Directors is recommending adoption of a
1998 Employee Stock Purchase Plan (see Proposal No. 4), which is designed to
fulfill the objectives formerly served by the 1996 Employee Stock Purchase Plan.

CHIEF EXECUTIVE OFFICER

James D. Armstrong served as the Company's Chief Executive Officer ("CEO")
until October 1997, at which time Mr. Armstrong resigned and Brent W. Lippman
was promoted to that position. While serving as CEO, Mr. Armstrong's
compensation was based upon the analysis performed by the Compensation Committee
in November 1996, as described above. Mr. Lippman's salary as CEO, as well as
the grant of options to purchase 250,000 shares of the Company's Common Stock
received by Mr. Lippman in July 1997, were established based generally upon the
same criteria outlined above for the other executive officers of the Company,
and based upon specific comparisons with vertical market enterprise software
companies and other software companies, including Premenos Corporation, Marcam
Solutions, Inc., Hyperion Software Corporation, Sterling Commerce, Inc., and
Computron Software, Inc.. The Committee also considered Mr. Lippman's critical
role to the consistent performance of the Company since its initial public
offering ("IPO") in March 1996, including operational results meeting or
exceeding analysts' expectations in each fiscal quarter subsequent to the IPO,
and Mr. Lippman's increased responsibilities and leadership role within the
Company.

1997 COMPENSATION COMMITTEE

Crawford L. Cole
Kurt R. Jaggers

21
24

STOCK PRICE PERFORMANCE GRAPH

The graph below compares the cumulative total return on the Company's
common stock with the NASDAQ Stock Market index (U.S. companies) and the
cumulative total return of the NASDAQ Computer and Data Processing Stocks Index
for the period from March 15, 1996, the date of the Company's initial public
offering, to December 31, 1997. The comparison assumes that $100 was invested on
March 15, 1996 in the Company's common stock and in each of the comparison
indices, and assumes reinvestment of dividends.

COMPARISON OF CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
JDA SOFTWARE GROUP, INC.

NASDAQ NASDAQ STOCK
JDA SOFTWARE COMPUTER AND MARKET (US
MEASUREMENT PERIOD GROUP, INC. DATA PROCESSING COMPANIES)
(FISCAL YEAR COVERED) (JDA) STOCKS (CDPS) (NASDAQ)

3/15/96 100 100 100
6/28/96 163.4 110.6 108.4
12/31/96 225.7 117.3 117.8
6/30/97 270.3 139.7 131.8
12/31/97 277.2 144.1 144.5

22
25

PROPOSAL NO. 5
RATIFY APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The principal independent public accounting firm utilized by the Company
during the fiscal year ended December 31, 1997 was Deloitte & Touche LLP. The
Board of Directors has selected Deloitte & Touche LLP as its independent public
accountants for fiscal 1998. A representative of Deloitte & Touche LLP will
attend the Annual Meeting for the purpose of responding to appropriate questions
and will be afforded an opportunity to make a statement if they so desire.

STOCKHOLDER PROPOSALS

Stockholder proposals may be submitted for inclusion in the Company's 1999
proxy material after the 1998 Annual Meeting but no later than 5:00 p.m.,
Phoenix, Arizona time on December 15, 1998. Proposals must be writing and sent
via registered, certified, or express mail to: Secretary, JDA Software Group,
Inc., 11811 North Tatum Boulevard, Suite 2000, Phoenix, Arizona 85028. Facsimile
or other forms of electronic submissions will not be accepted.

TRANSACTION OF OTHER BUSINESS

The Board of Directors does not know of or intend to present any matters at
the 1998 Annual Meeting other than those described herein and does not presently
know of any matters that will be presented by other parties. If however, any
other matters properly come before the meeting, it is intended that proxies in
the accompanying form will be voted thereon in accordance with the judgment of
the persons voting such proxies.

By Order of the Board of Directors

/s/ Kristen L. Magnuson

Kristen L. Magnuson
Secretary

April 27, 1998

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26
PROXY

JDA SOFTWARE GROUP, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Brent W. Lippman and Kristen L. Magnuson, and
each of them, with full power of substitution to represent the undersigned and
to vote all of the shares of stock in JDA Software Group, Inc. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Company to be held at the Scottsdale Plaza Resort, Scottsdale, Arizona on
Thursday, June 11, 1998 at 10:00 a.m., Phoenix, Arizona time and at any
adjournment thereof (1) as hereinafter specified upon the proposals listed on
the reverse side and as more particularly described in the Company's Proxy
Statement, receipt of which is hereby acknowledged, and (2) in their discretion
upon such other matters as may properly come before the meeting.

THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, SUCH SHARES SHALL BE VOTED FOR PROPOSALS 1 THROUGH 5.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE-
27
Please mark
votes as in [X]
this sample

A vote FOR the following proposals is recommended by the Board of Directors:

1. ELECTION OF DIRECTOR FOR WITHHELD
[ ] [ ]
Nominee: Kurt R. Jaggers

2. Approval of amendment to Restated Certificate of Incorporation increasing
authorized shares.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. Approval of increase in common shares authorized for issuance under the 1996
Stock Option Plan.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

4. Approval of adoption of 1998 Employee Stock Purchase Plan.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

5. Ratify appointment of independent public accountants.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW. [ ]

Even if you are planning to attend the meeting in person, you are
urged to sign and mail the Proxy in the return envelope so that your
stock may be represented at the meeting.

Sign exactly as your name(s) appears on your stock certificate. If
shares of stock stand on record in the names of two or more persons or
in the name of husband and wife, whether as joint tenants or
__ otherwise, both or all of such persons should sign the above Proxy. If
| shares of stock are held of record by a corporation, the Proxy should
be executed by the President or Vice President and the Secretary or
Assistant Secretary, and the corporate seal should be affixed thereto.
Executors or administrators or other fiduciaries who execute the above
Proxy for a deceased stockholder should give their title. Please date
the Proxy.

Signature(s) ___________________________________________________ Date __________

- --------------------------------------------------------------------------------

FOLD AND DETACH HERE