QRS NON-QUALIFIED DEFERRED COMPENSATION PLAN

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:

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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.

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“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.

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“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”