THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

QRS Corporation (Retired) (QRSI.X)

4/11/2003 Proxy Information

On May 22, 2002, the Company loaned $125,000 to John C. Parsons, Jr., the Chief Financial Officer of the Company, for the limited purpose of purchasing a principal residence in the San Francisco Bay Area. Interest on the outstanding balance of the loan accrues at 6.125%, compounded semiannually and principal and interest on the loan is due on May 22, 2003. On May 31, 2002, Mr. Parsons owed the Company $125,148.87 in connection with the loan, which represented the largest aggregate amount of indebtedness of Mr. Parsons to the Company. As of March 12, 2003, Mr. Parsons owed the Company $77,893.78.

In January 2003, in connection with the resignation of Peter Johnson as a director of the Company, the Company accelerated the vesting of an aggregate of 14,583 option shares covered by options issued to Mr. Johnson on January 2, 2001, July 26, 2001 and January 2, 2002 and extended his right to exercise the vested portions of these options until June 30, 2004. The accelerated vesting provides Mr. Johnson with vested option shares as if he had continued to serve on the Board until March 31, 2004.

The Company maintains directors' and officers' liability insurance. In addition, the Company has entered into an indemnification agreement with each of its directors and executive officers under which the Company has indemnified each of them against expenses and losses incurred for claims brought against them by reason of being a director or executive officer of the Company.

In March 2002, in connection with the resignation of David A. Cole as a director of the Company, the Company accelerated the vesting of an aggregate of 13,309 option shares covered by options issued to Mr. Cole on May 11, 2000, January 2, 2001, July 26, 2001 and January 2, 2002 and extended his right to exercise the vested portions of these options until December 31, 2003. The accelerated vesting provided Mr. Cole with vested option shares as if he had continued to serve on the Board until May 15, 2003.

In May 2002 the Company and Tania Amochaev, a director whose term expired at the annual meeting of stockholders on May 14, 2002, entered into a consulting agreement under which Ms. Amochaev agreed to provide consulting and advisory services to the Company upon request commencing after termination of her service as a director and continuing through August 20, 2003. As compensation for her services, Ms. Amochaev is to receive $150 per hour for services rendered in excess of 4 hours per month and is eligible to participate in the medical benefits plans of the Company at her sole expense. Through March 12, 2003, Ms. Amochaev has received no payments for consulting and advisory services. In addition, the Company accelerated the vesting of an aggregate of 11,458 option shares covered by options issued to Ms. Amochaev on January 2, 2001, July 26, 2001 and January 2, 2002 and extended her right to exercise the vested portions of these options until the later of 90 days after August 20, 2003 or the termination of the agreement. The accelerated vesting provides Ms. Amochaev with vested option shares as if she had continued to serve on the Board until August 31, 2003.