0001193125-04-041870 Sample Contracts

November 3, 2003 David B. Cooper, Jr. Richmond, CA 94804 Dear David,
QRS Corp • March 15th, 2004 • Services-computer processing & data preparation

It is a pleasure for me to provide you with this letter agreement setting forth the terms of your offer of employment with QRS Corporation (“QRS” or the “Company”).

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TRANSITION AGREEMENT
Transition Agreement • March 15th, 2004 • QRS Corp • Services-computer processing & data preparation • California

This Transition Agreement (“Agreement”) is entered into by and between QRS Corporation (together with its officers, directors, employees, representatives, agents, attorneys, investors, shareholders, administrators, subsidiaries, affiliates, predecessor and successor corporations and assigns, the “Company”), and John C. Parsons, Jr. (together with his heirs, executors, representatives and assigns, “Parsons”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • March 15th, 2004 • QRS Corp • Services-computer processing & data preparation • California

This Separation Agreement and General Release (“Agreement”) is entered into by and between QRS Corporation (together with its officers, directors employees, representatives, agents, attorneys, investors, shareholders, administrators, subsidiaries, affiliates, predecessor and successor corporations and assigns, the “Company”), and Fred L. Ruffin (together with his heirs, executors, representatives and assigns, “Employee”).

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