QRS NON-QUALIFIED DEFERRED COMPENSATION PLAN TABLE OF CONTENTS

Exhibit 10.4

QRS NON-QUALIFIED DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

ARTICLE 1. - INTRODUCTION

Whereas, the Employer wishes to establish a supplementary employee retirement plan to provide deferred compensation for a select group of highly compensated employees as chosen by the Employer effective December 1, 1997, and

Whereas, the Employer, who has determined pursuant to the laws of the Employer’s state, may establish such a Plan;

Whereas, the Employer wishes to provide that the Plan to be established under this Agreement shall be called the QRS Non-Qualified Deferred Compensation Plan, and

Whereas, the Employer wishes to provide under the Plan for the payment of vested accrued benefits to the Participants and their beneficiary or beneficiaries, and

Whereas, the Employer wishes to provide under the Plan that the Employer shall pay the entire cost of vested accrued benefits from its general assets and. set aside contributions by the Employer to meet its obligations under the Plan, and

Whereas, the Employer intends that the assets of the Plan and Trust shall at all times be subject to the claims of the general creditors of the Employer,

Now therefore, the Employer does hereby establish the Plan as follows, and does also hereby agree that the Plan shall be structured, held and disposed of as follows:

2

ARTICLE 2. - DEFINITIONS

“Age” means age as of the Participant’s last birthday.

“Beneficiary” means the beneficiary or beneficiaries designated by the Participant in the Enrollment Agreement who are to receive any distributions payable upon the death of the Participant.

“Board” means the Employer’s Board of Directors.

“Compensation” means the amount payable to an Eligible Employee, for services rendered to the Employer, such as wages, salary, overtime, commissions, amounts payable pursuant to written contracts, bonuses and other remuneration that is reportable to the Federal Government for the purpose of withholding Federal income taxes, or which would be reportable if it were not deferred by the Eligible Employee under this Plan.

“Computation Period” means the l2-consecutive month period ending on the last day of the Plan Year.

“Deferred Compensation” means the amount of Compensation that the Participant elects to defer under the Enrollment Agreement and that the Participant and the Employer mutually agree shall be deferred in accordance with the Plan and/or the amount of any contributions made by the Employer on behalf of the Participant.

“Disability” A Participant suffers a Disability when, due to sickness or accidental injury, the Participant is unable to perform, for wage or profit, the material and substantial duties of the Participant’s own occupation at the time of Disability. A Participant will only be considered to have suffered a Disability while under the regular care of a doctor and not working at any job for wage or profit. The Employer shall have the exclusive right of determining, with the assistance of a competent physician, whether a Participant has suffered Disability.

“Effective Date” means December 1, 1997.

“Eligible Employee” means a member who is considered to be (i) a highly compensated employee for purposes of the 401(k) Plan where such term is defined under section 414(q) of the Internal Revenue Code of 1986, and (ii) part of a select group of management or highly compensated individuals as described in section 201(2) of ERISA who performs services for the Employer as an employee and who has been chosen by the Employer, in his sole discretion, to be eligible to participate in the Plan.

“Employer” means QRS Corporation or any successor thereto, and any other Affiliated Employer which adopts this plan.

“Employment or Re-employment Commencement Date” means the date on which the Eligible Employee first performs an Hour of Service for the Employer.

3

“Enrollment Agreement” means the agreement entered into by a Participant which specifies the amount of Deferred Compensation, the Participant’s Beneficiary and the Participant’s election of form of payment on Termination of Employment.

“Entry Date” January 1^st, April 1^st, July 1^st or October 1^st.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Hardship Withdrawal” A withdrawal is on account of hardship if it is due to an unforeseen emergency which creates a hardship and which occurs during employment and prior to the Participant’s retirement and commencement of benefits. An unforeseen emergency is defined as (1) a severe financial hardship to the Participant, or (2) loss of the Participant’s or beneficiary’s property due to casualty, or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or beneficiary.

Payment may not be made to the extent that such hardship is or may be relieved (1) through reimbursement or compensation by insurance or otherwise, (2) by liquidation of the Participant’s assets to the extent the liquidation of these assets would not itself cause severe financial hardship or (3), cessation of deferrals under the Plan.

“Hour of Service” is each hour for which an employee is paid or entitled to payment for the performance of duties for the Employer during the Plan Year or other applicable 12 consecutive month period under the Plan. The employee is paid or entitled to payment for the performance of duties and during a period of time during which no duties are performed for reasons including, but not limited to, vacation, holiday, illness, incapacity, disability, layoff, jury duty, military duty or leave of absence.

Hours of Service shall be determined on the basis of weeks worked. An Employee will be credited with forty-five (45) Hours of Service if such employee would be credited with at least one (1) Hour of Service during the week.

“Normal Retirement Age” means the later of Age 65.

“Participant” shall mean any Eligible Employee selected by the Employer who has elected to participate in the Plan by entering into an Enrollment Agreement.

“Participant’s Account” shall mean the separate record of each Participant’s salary deferral contributions, matching contributions and any earnings or loss credited thereto.

“Plan” QRS Non-Qualified Deferred Compensation Plan effective December 1, 1997.

4

“Plan Year” The first Plan Year will be a short plan year from December 1, 1997 through December 31, 1997. All subsequent plan years will be the 12 consecutive month period beginning on each subsequent January 1^st, a Plan Anniversary, and ending on the next following December 31^st.

“Service” means employment with the Employer including leaves of absence authorized by the Employer (such as a temporary absence authorized by the Employer because of vacation, sickness, injury, disability, layoff, or jury duty) and service in the armed forces of the United States, commencing while he is an employee, provided that he returns to the employment of the Employer as an employee at the end of such authorized absence, or within the applicable period specified in the Military Selective Service Act of 1967, and amendments thereto, after release from such service with the armed forces.

Moreover, in calculating the number of a Participant’s Years of Credited Service and length of participation in this Plan for all purposes hereunder, such period of absence or service with the armed forces subsequent to becoming a Participant hereunder, will be counted. However, no Contributions will be made to the Plan during such periods of absence or service with the armed forces.

“Termination of Service” shall mean severance of the Participant’s services for the Employer for any reason, including retirement.

“the 40l(k) Plan” is the QRS 4O1(k) Plan.

“Top Hat Plan” is a non-qualified deferred compensation plan for a select group of management or highly compensated employees.

“Trust” shall mean the Trust Agreement between the Employer and the Trustees.

“Trustees” means the Trustees named in the Trust and their duly appointed and acting successor Trustee(s) which shall be appointed by the corporation and may consist of one or more persons.

“Year of Service”

5

ARTICLE 3. – PLAN SPECIFICATIONS

Each Eligible Employee shall be eligible to participate in the Plan on the first Entry Date.

An Eligible Employee may enroll and become a Participant by executing an Enrollment Agreement in each calendar year preceding the calendar year in which deferral of compensation is to commence. However, during the first Plan Year, an Eligible Employee may enroll and become a Participant within 30 days after the Effective Date. In the first year an employee first becomes an Eligible Employee, the Eligible Employee may enroll and become a Participant within 30 days after the first Entry Date occurring on or after the date the employee becomes an Eligible Employee.

The Participant shall specify in his Enrollment Agreement the amount of Compensation to be deferred under the Plan between 1% and 100% of his compensation. Any salary deferrals made by an Eligible Employee under this Plan shall be held as an asset of the Employer, and the Employer intends to deposit the amounts deferred into the Trust.

The Participant may change his Enrollment Agreement by written notice of such change, prior to the calendar year in which such change is to be effective. An election to defer Compensation under this Plan, or to change the amount of Deferred Compensation, shall apply only to Compensation earned after such election.

The Employer has the power to establish rules and from time to time to modify or change such rules governing the manner and method by which salary deferral contributions may be changed or discontinued according to the following schedule:

A Participant’s Enrollment Agreement shall remain in effect unless previously modified or terminated as herein permitted until the Participant’s Termination of Service.

All salary deferral contributions shall be authorized by the Participant in writing, made by payroll deduction, deducted from the Participant’s compensation without reduction for any taxes or withholding (except to the extent required by law or the regulations) and paid over to the Plan and Trust by the Employer.

The Employer may make a matching contribution to the Plan and Trust equal to a percentage of the contributions made by the Participant pursuant to the Enrollment Agreement between the Participant and the Employer. Each Plan Year, the amount of such contribution and the percentage to be allocated shall be determined and authorized by resolution of the Board.

In determining the matching percentage, deferrals contributed to the 401(k) plan will be considered first. A match will be made on the first 6% of pay deferred. The next 9% going to the NQDC will then also be matched. The combined total salary deferral percentage that the Employer will match under both this Plan and the 401(k) plan will not exceed 15% of a Participant’s compensation. A Participant will not receive more than 50% of the maximum allowable salary deferral in matching contributions between both the 401(k) plan and the NQDC plan.

6

The salary deferral contributions and Employer matching contributions made under the Plan on behalf of each Participant shall be credited to the Participant’s Account. The Account consists of the aggregate of all records maintained by the Employer for purposes of determining the Participant’s - interest in the Trust.

7

ARTICLE 4. – DISTRIBUTIONS AND LOANS

8

ARTICLE 5. – PLAN INVESTMENT

9

ARTICLE 6. – BENEFICIARY

10

ARTICLE 7. – VESTING AND FORFEITURES

11

ARTICLE 8. – BENEFITS

12

ARTICLE 9. - ADMINISTRATION

13

ARTICLE 10. – MISCELLANEOUS

The vested Account balance of a Participant shall be paid from the Trust only to the extent the Employer is not at the time of payment insolvent. Any vested accrued benefits under the Plan represent an unfunded, unsecured promise by the Employer to pay these benefits to the Participants when due. A Participant has no greater right to Trust assets than the general creditors of the Employer in the event that the Employer shall become insolvent. Trust assets can be used to pay only vested accrued benefits under the Plan or the claims of the Employer’s general creditors.

14

IN WITNESS WHEREOF, QRS Corporation has caused this Plan to be executed by its duly authorized officers this 23^rd day of October, 1998.

IN PRESENCE OF:

15