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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.

                                                                   EXHIBIT 10.47

EMPLOYMENT AGREEMENT BETWEEN REGISTRANT AND JOHN SIMON

March 8, 1999

Mr. John S. Simon
10 Tenaya Lane
Novato, CA  94947

Dear John,

Following the close of our 1998 business, the development of our 1999 plan, and
our recent discussions, it is with pleasure that I confirm our verbal offer for
your continued employment with QRS Corporation. The following summarizes our
offer:

POSITION:
--------
Chief Executive Officer

You will have an overall corporate perspective and responsibility as Chief
Executive Officer. You are also an elected member of the Board of Directors. You
will have direct responsibility for the following functions:

-    Strategy and planning

-    Business Development

-    Sales

-    Marketing

REPORTING TO:
-------------
Chairman and Board of Directors

KEY OBJECTIVES:
---------------
As a key executive of QRS, your focus in 1999 should be on successfully
addressing the critical issues facing QRS:

-    Increase revenue growth rate to exceed 30%

-    Significantly reduce product time to market

-    Improve product profitability and gross margins

-    Ensure high quality and timely service

-    Achieve Y2K readiness

-    Hire, retain and provide growth opportunities for employees

Furthermore, as a key executive of QRS you should ensure continued focus on the
long-term mission of QRS:

-    We are The leader in network-centric, inter-enterprise electronic commerce
     solutions that materially improve our customers' performance.
 
-    We serve the global consumer goods demand chain.

-    We exceed customer expectations for service quality.

-    We are recognized as THE place to work by our employees.

-    We provide superior returns to our shareholders.

Finally, as a key executive of QRS you also have as continuing, significant
responsibility the development and maintenance of an environment at QRS that
fosters and emulates the tenants of QRS's core values among its associates.

ANNUAL COMPENSATION:
--------------------
Your annual compensation will be administered by me and reviewed by the
Compensation Committee of the Board of Directors.

-    Your base compensation will be $240,000 per year.


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-    In addition, your targeted annual incentive compensation will be $160,000
     or approximately 67 % of your base compensation.

-    Therefore, the annual total target compensation (base plus incentive at
     100%) shall be $400,000.

Your compensation, including incentives, will be reviewed in the first quarter
of each year (unless there is a change in objectives, location, etc. in which
case it will be reviewed at that time), to ensure that it continues to be
equitable, appropriate to the location, and provide appropriate incentives and
support to the agreed objectives.

ANNUAL INCENTIVE COMPENSATION COMPONENTS:
-----------------------------------------

1.   General Corporate Financial Objectives (60%) - Incentive compensation
     payment is subject to the achievement of the Company's overall financial
     objectives as defined by the 1999 Plan as approved by the Board of
     Directors. Should the Company not achieve these financial objectives,
     incentive compensation will be subjectively determined based upon your
     performance against your objectives and the Company's determination as to
     available incentive compensation funding.

     A.   Achieve [*] QRS Revenue (30%) - Paid at year end on a prorata
          basis from a minimum of 80% of plan and linearly thereafter with
          results to 100% of plan. There is no payment below 50% attainment, and
          payments accelerate proportionately with results over plan paid at
          125% on achievement of 105% of plan and paid at 150% on achievement of
          110% of plan. There is a maximum payout of $100,000 on this incentive.

     B.   Achieve [*] QRS Net Income (30%) - Paid at year end on a prorata
          basis from a minimum of 80% of plan and linearly thereafter with
          results to 100% of plan. There is no payment below 50% attainment, and
          payments accelerate proportionately with results over plan paid at
          125% on achievement of 105% of plan and paid at 150% on achievement of
          110% of plan. There is a maximum payout of $100,000 on this incentive.

2.   Personal Strategies and Objectives (40%) - Incentive compensation payment
     is subject to fulfillment of your responsibilities as Chief Executive
     Officer. While specific objectives particular to the Company's objectives
     for 1999 are identified to measure your performance for incentive
     compensation, such measurements assume the overall performance of you and
     your direct reporting organization in the achievement of departmental
     responsibilities, service levels and the support of overall Company
     objectives.

     A.   Ensure the development and successful implementation of new sources of
          recurring revenue [*] (10%) - Paid at year end based on an
          assessment of your success at achieving new, incremental sources of
          recurring revenue that average [*] per month [*].

    [*].  Ensure the success, [*], of small product lines (10%) - Paid at 
          year end based on an assessment of your success at either 
          developing and implementing strategies that ensure high growth and 
          accceptable margins for small product lines [*].

* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.

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     C.   Ensure company congruance with QRS values, mission, and management
          process (10%) - Paid at year end based on an assessment of your
          success at ensuring effective associate, management, executive, and
          Board congruance with, commitment to, and appropriate growth of these
          components of the QRS culture and process, including the effective
          integration of QRS values, mission, and management process of any
          acquired companies, organizations, or personnel.

     D.   Ensure the timely development and implementation of long term
          strategic initiatives (10%) - Paid at year end based on an assessment
          of your success at managing the planning and activities related to
          Long Term strategic initiatives presented to and approved by the
          Board, including but not limited to extending the retail industry
          solutions of QRS, electronic commerce and E-retailing solutions, and
          strategic mergers and acquisitions.

Your incentive plan will be part of the overall 1999 QRS incentive compensation
plan. As Chief Executive Officer you will be expected to participate as an
Executive Host at portions of the 1999 Presidents Club for high performance
associates.


LONG TERM INCENTIVES
--------------------
Non-qualified options to purchase an additional 40,000 shares of common stock in
QRS at a price of $26.13 have been granted to you as of October 16, 1998 by the
Board of Directors. These options vest over four years and are subject to the
terms of the Company's 1993 Stock Option/Stock Issuance Plan, a copy of which is
available for your review.

In addition, the Compensation Committee of the Board recognizes that, under the
exercise schedule of your December 24, 1997 performance stock option grant of
50,000 shares, 1998 performance fufilled the first year requirement for
accelerated full vesting of these options and, should 1999 performance fulfill
the second year requirement as well, these options shall accelerate and become
immediately exercisable for all shares.

BENEFITS
--------
In addition to the benefits available to all QRS associates as defined in the
Employee Handbook, as President and COO you are provided with additional
benefits as follows:

-    Life Insurance - The company shall purchase and maintain in effect
     additional term life insurance for you with a death benefit of
     $1,000,000.00 with beneficiary to be designated by yourself. You will have
     the option of continuing this additional term life insurance coverage at
     your own expense in the event of the termination of your employment. This
     additional insurance benefit is taxable and will be reported for tax
     purposes as additional income to you.

-    Disability Insurance - The company shall purchase and maintain in effect
     additional disability insurance sufficient to provide you with an income
     equal to 66% of your targeted annual compensation while you are disabled
     and unable to perform the duties of your current employment with QRS. You
     will have the option of continuing this additional disability insurance
     coverage at your own expense in the event of the termination of your
     employment. This additional insurance benefit is taxable and will be
     reported for tax purposes as additional income to you.

-    Liability Insurance - The company shall purchase and maintain in effect
     sufficient Officer's liability insurance to provide you with reasonable
     coverage, including the provision of legal counsel and/or reimbursement of
     appropriate legal fees you pay personally, against all liability claims and
     judgements arising from your legal exercise of your duties as an Officer of
     QRS, including any actions filed after you cease your duties as an Officer
     or in the event of the termination of your employment. The Company shall
     also provide in its bylaws full indemnification for the QRS officers to the
     maximum extent permissible under Delaware law.

TERMINATION AND SEVERENCE
-------------------------
This position is for no set period or term and just as you have the right to
resign your position, at any time, for any reason, QRS reserves the right to
terminate your employment, at any time, with or without cause, with or without
notice.

In the event your employment is terminated without cause, you will become
entitled to twelve (12) months of severance pay equal in the aggregate to your
targeted total annual compensation and benefits at the level in effect at the
time of your termination. Your severance payments will be made in accordance
with the Company's standard payroll practices for current employees and will be
subject to the Company's collection of all applicable withholding taxes.



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For purposes of this agreement, termination "for cause" shall mean a termination
of your employment for any of the following reasons: (1) your failure to
substantially perform the material duties of your position with the Company
after a written demand for substantial performance is delivered to you by the
Company which specifically identifies the manner in which you have not
substantially performed those duties and which provides a reasonable period for
you to cure those deficiencies; (2) a material breach by you of your obligations
under any confidential or proprietary information agreements with the Company or
of any of your fiduciary obligations as an officer of the Company, (3) your
failure to follow in a material respect the reasonable policies or directives
established on an employee-wide basis by the Company, after written notice to
you indicating the policies or directives with which you are not in material
compliance, (4) any willful misconduct on your part having a material
detrimental effect on the Company or (5) any unauthorized activity on your part
which creates a material conflict of interest between you and the Company after
you have been provided with a reasonable opportunity to refrain from that
activity.


CHANGE OF CONTROL BENEFITS
--------------------------

     A.   Should there occur a Corporate Transaction or a Change in Control (as
          those terms are defined in the Company's 1993 Stock Option/Stock
          Issuance Plan) and either (i) your employment is subsequently
          terminated without cause or (ii) you subsequently resign by reason of
          a material change in your base compensation, your targeted annual
          incentive compensation, your annual total target compensation, or your
          benefits (for this purpose, 15% will be deemed a material reduction),
          a material reduction in your duties or responsibilities, or a change
          in your principal place of employment by more than 50 miles, then you
          will be entitled to twelve (12) months of severance pay equal in the
          aggregate to your targeted total annual compensation and benefits at
          the level in effect at the time of your termination or resignation or
          (if greater) at the level in effect immediately prior to the Corporate
          Transaction or Change in Control. Your severance payments will be made
          in accordance with the Company's standard payroll practices for
          current employees and will be subject to the Company's collection of
          all applicable withholding taxes.

     B.   This Paragraph B incorporates the special acceleration provisions of
          the Company's 1993 Stock Option/Stock Issuance Plan and accordingly
          applies to any and all options which you hold under the 1993 Plan at
          the time of a Corporate Transaction or Change in Control, including
          all options you currently hold and any options subsequently granted to
          you under the 1993 Plan. To extent any of those options are not to be
          assumed by the successor entity (or parent company) in the Corporate
          Transaction or otherwise continued in effect following the Change in
          Control or are not replaced with a cash incentive program which
          preserves the spread existing at the time of such Corporate
          Transaction or Change in Control on any shares for which your options
          are not otherwise at that time exercisable (the excess of the fair
          market value of those shares over the exercise price), then those
          options shall, immediately prior to the specified effective date for
          the Corporate Transaction or Change in Control, become exercisable for
          all the shares at the time subject to those options and may be
          exercised for all or any portion of those shares as fully vested
          shares. The acceleration of your options pursuant to this Paragraph B
          will not be subject to the limitation of Paragraph C below, even if
          the options which are not to be assumed or continued in effect or
          otherwise replaced with a cash incentive program were granted on or
          after December 24, 1997.

     C.   This Paragraph C applies only to options granted to you under the
          Company's 1993 Stock Option/Stock Issuance Plan on or after December
          24, 1997. In the event of a Corporate Transaction or Change in Control
          during your period of employment with the Company, all of your post
          December 23, 1997 options will, immediately prior to the specified
          effective date for the Corporate Transaction or Change in Control,
          become exercisable for all the shares at the time subject to those
          options, whether or not those options are to be assumed or replaced
          with a cash incentive program, and those accelerated options may be
          exercised for all or any portion of the option shares as fully vested
          shares. Such acceleration of your post December 23, 1997 options will,
          however, be limited to the extent (and only to the extent) necessary
          to assure that the option parachute payment attributable to the
          accelerated vesting of those options would not constitute an excess
          parachute payment under Internal Revenue Code Section 280G(b).

     D.   To the extent one or more of your options do not accelerate upon a
          Corporate Transaction or Change in Control by reason of the provisions
          of Paragraph B or the limitation of Paragraph C above, those options
          will continue to become exercisable in accordance with the original
          exercise schedule indicated in the respective grant notices for those
          options. However, should either (i) your employment be subsequently
          terminated without cause or (ii) you subsequently resign by reason of
          a material change in your base compensation, your targeted annual
          incentive compensation, your annual total target compensation, or your
          benefits (for this purpose, 15% will be deemed a material reduction),
          a material reduction in your duties or responsibilities, or a change
          in your principal place of employment by more than 50 miles, within
          twenty four (24) months following such Corporate Transaction or Change
          in Control, then each of your post December 23, 1997 options, to the
          extent outstanding at that time but not


<PAGE>


          otherwise fully exercisable, shall automatically accelerate and become
          immediately exercisable for all the option shares and may be exercised
          for any or all of those shares as fully vested shares at any time
          prior to the expiration or sooner termination of the option term. Your
          pre-December 24, 1997 options will not be subject to acceleration upon
          such an involuntary termination or resignation.

     E.   Any of your options (whether granted before or after December 23,
          1997) which are assumed by the successor entity (or parent company) in
          the Corporate Transaction or are otherwise continue in effect
          following the Change in Control transaction shall be appropriately
          adjusted to apply and pertain to the number and class of securities
          which would have been issued to you in the consummation of such
          Corporate Transaction or Change in Control had the options been
          exercised immediately prior to such event. Appropriate adjustments
          shall also be made to the option prices payable per share, provided
          the aggregate option prices payable shall remain the same.


Thank you for a great year in 1998. I look forward to continuing to work with
you in 1999.

Sincerely,




Peter R. Johnson
Chairman of the Board

cc: Garth Saloner, Chairman, Compensation Committee of the Board of Directors





To accept this sign and date below and return to me prior to February 19, 1999.