Exhibit 10.27

March 13,
2002

Mr. Fred
L. Ruffin
3938 Turnley
Oakland, CA 94605

Dear
Fred:

This
letter will confirm the terms and conditions of your employment as QRS' Senior Vice President, Human Resources, based out of Richmond, California.

ANNUAL COMPENSATION

Our agreement regarding compensation is as follows:



Yourtotal target compensation, including incentives, will be reviewed annually (unless there is a change in objectives, responsibilities,
etc., in which case it will be reviewed at that time), to ensure that it continues to be equitable, appropriate to your responsibilities and provide appropriate incentives and support to the agreed
objectives.

BENEFITS

QRS offers a comprehensive benefits package including health, dental, vision, life, accidental death and dismemberment (AD&D) insurances, and a 401(k) plan. As a
Senior Vice President and Officer, you are provided with additional benefits as follows:

Disability
InsuranceThe Company shall purchase and maintain in effect disability insurance sufficient to provide you with an income equal to 662/3% of your
base 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 judgments 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 (and, upon reasonable
request by you, in a written agreement), a full indemnification for you as a QRS officer, to the maximum extent permissible under Delaware law.

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Life
InsuranceThe Company shall purchase and maintain in effect group term life insurance for you with a death benefit of equal to 2 times your base salary with beneficiary
to be designated by yourself. At your option, you may choose to purchase additional life insurance through the supplemental term life plan.

PTOYou
will be entitled to 10 holidays per calendar year and 20 PTO (Personal Time Off) days per year. A prorated portion of PTO is accrued each pay period. PTO may be used
for vacation, illness or other purposes at your discretion.

TERMINATION AND SEVERANCE

In the event the company terminates your employment without cause, you will become entitled to six (6) months of severance pay equal in the aggregate to
your total annual target compensation and benefits at the level in effect at the time of your termination. In addition, you shall be entitled to receive at the time of your termination the
pro-rata amount (based upon the length of your employment during the fiscal year) of your annual incentive compensation calculated at 100% of your target incentive. 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 and other taxes.

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
and which provides a reasonable period for you to cure those deficiencies, (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 written notice of the unauthorized activity and 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 35
miles, then you will be entitled to six (6) months of severance pay equal in the aggregate to your targeted total annual target 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. In addition, you shall be entitled to receive at the time of
your termination the pro-rata amount (based upon the length of your employment during the fiscal year) of your annual incentive compensation calculated at 100% of your target incentive.
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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B.
Except to the extent otherwise provided in paragraph C below, should a Corporate Transaction or Change in Control occur during your period of employment with the Company, then
(i) all of your outstanding 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; and (ii) all of your unvested shares of QRS stock will immediately vest at the time of such Corporate Transaction or Change in Control.

C.
However, the following limitation will be in effect for (i) all of your unvested shares of QRS stock and (ii) any unvested options which are to be assumed by the
successor entity (or parent company) or otherwise continued in effect or which are to be 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):



D.
Any of your options 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.

EMPLOYMENT AT WILL

Your employment in the position of Senior Vice President of Human Resources is and will remain at all times anEmployment At
Will. This means that your 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 good cause and with or without notice. This letter supersedes and replaces all prior representations, offers, understandings, and agreements
between

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the Company and you regarding the terms and conditions of your at will employment with the Company. Neither subsequent agreement contrary to this nor any amendment to this term can be made unless it
is in writing and signed by both of us and copied to the Chairman of the Compensation Committee.

Fred,
I feel that QRS is putting together an excellent team and I am convinced you have the background, skills and leadership abilities to assist QRS in achieving its business
objectives. I feel you will be an outstanding addition to our team. I look forward to working with you.

Sincerely,

Elizabeth
A. Fetter
President, Chief Executive Officer and Director

I
accept the terms and conditions above and understand and agree that it supersedes any other representations, offers, understandings, and agreements, written or oral, I may have with
QRS with respect to employment or compensation by QRS whether including salary, incentive, options, termination, and severance.

|                                 |  |                   
|-------------------------------- |  | ------------------
|/s/ FRED L. RUFFINFred L. Ruffin |  | March 13, 2002Date

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