RAND WORLDWIDE, INC. March 23, 2011

Severance – In the event your employment with the Company is terminated by the Company without cause, or as a result of your death or long term disability, you will be entitled to 12 months salary and benefits continuation, with no bonus, provided that you execute and deliver within 28 days following termination and do not revoke a release and waiver of claims acceptable to the Company (the “Release”), and provided further that in the event of your long term disability, the salary continuation will be reduced by the amounts paid to you under the employee benefit plans on account of disability, and in the event of your death or disability, the payments to which you are entitled under this Paragraph will be paid to your estate. For purposes of this Letter, “cause” means: (i) your arbitrary, unreasonable, or willful failure to follow the reasonable instructions of the Board or otherwise perform your duties (other than as a result of disability) for

five (5) days after a written demand for performance is delivered to you; (ii) your gross negligence or willful misconduct in the performance of your duties; (iii) other behavior that is materially injurious to the Company (whether from a monetary perspective or otherwise), including without limitation, substance abuse; your willful commission of an act constituting fraud, embezzlement, breach of any fiduciary duty owed to the Company or its stockholders or other material dishonesty with respect to the Company; (iv) your conviction of, or the filing of a plea of nolo contendere or its equivalent with respect to, a felony or any other crime involving dishonesty or moral turpitude; or (v) your material breach of your obligations under this Letter or under the Confidentiality Agreement (see below). For purposes of this paragraph, any of the following will be deemed termination events provided that you provide the Company written notice of the occurrence of such event and the Company does not cure the event within 30 days of receipt of such notice: (a) the Company substantially reduces or diminishes your duties and responsibilities without cause; (b) the Company reduces your base salary (other than in connection with a proportional reduction of the base salaries of a majority of the executive employees of the Company); or (c) the Company permanently relocates you without your consent to another primary office, unless your primary office following such relocation is within fifty (50) miles of your primary office immediately before the relocation or your permanent residence immediately before the date of the relocation.

/s/ Marc L. Dulude