EXHIBIT
      10.65


**Primal
      Solutions, Inc.**


**Executive
      Incentive Compensation Policy**







**Purpose**


The
      purpose of the Primal Solutions Executive Incentive Plan (“EIP”) is to increase
      shareholder value and the success of the company by motivating the Company’s key
      executives to: 1) achieve the Company’s objectives and 2) perform to the best of
      their abilities in support of those objectives. The plan is designed to provide
      financial incentives for those key executives who, by virtue of their position,
      have a significant impact on the success and financial performance of the
      Company.







**Eligibility**


Eligible
      participants include the members of the Executive Management Team, defined
      as
      the Chief Executive Officer (the “CEO”) and those individuals who report
      directly to the CEO and have a title of Vice President or above. Final approval
      of eligible executives is made by the Board of Directors Compensation Committee.
      Eligibility to participate in the Executive Incentive Plan does not imply
      employment for any specified period of time, nor does it constitute a contract
      of employment, nor does it guarantee continued participation in future plans
      or
      any amount of award.





To
      be
      eligible to be paid a bonus under the EIP for Individual Performance Objectives
      (“IPOs”), the participant must be employed by Primal for six full months of the
      IPO Performance Period for which the bonus is paid and on the last day of the
      IPO Performance Period. Any length of service less than twelve months for the
      IPO Performance Period will be pro-rated accordingly. Bonus amounts for each
      IPO
      Performance Period are earned independently of other IPO Performance
      Periods.





To
      be
      eligible to be paid a bonus on the EIP for Company Performance Objectives
      (“CPOs”), the participant must be employed by Primal at the date that the CPO
      milestone under the CPO schedules is met. Given the CPO milestone is achieved,
      the participant will be considered to have earned the value of the CPO up to
      that milestone, but will have not right to any future milestones if not employed
      by the Company when those milestones are achieved.







**Plan
      Overview**


The
      amount of the CEO’s total targeted bonus is determined by the Compensation
      Committee, based on specific position descriptions and responsibilities. The
      amount of any other participant’s total targeted bonus is determined by the CEO
      with approval of the Compensation Committee, also based on specific position
      descriptions and responsibilities. The incentive compensation has two
      components: (i) Corporate Performance Objectives and (ii) Individual Performance
      Objectives.







***Corporate
      Performance Objectives***


Corporate
      Performance Objectives are established at the start of each fiscal year by
      the
      Executive Management Team and are approved by the Board of Directors. These
      objectives are designed to be achievable with effort and to move the company
      forward in its long-term strategy, while maintaining fiscal responsibility
      and
      creating shareholder value.







***Individual
      Performance Objectives***


At
      the
      beginning of each IPO Performance Period, the CEO will submit a draft of the
      IPO
      to the Compensation Committee for review and approval, using the form attached
      as “Exhibit A”. The IPO should also be tied directly to Company’s business plan.
      The CEO and Compensation Committee will mutually agree on a minimum of three
      and
      a maximum of five objectives for the IPO Performance Period. Different weights
      may be assigned to each objective. For example, a total of three objectives
      may
      be weighted 50%, 30% and 20% instead of 33 1/3 %
      each.




At
      the
      beginning of each IPO Performance Period, any other participant will submit
      a
      draft of the IPO to the CEO for review and approval, using the form attached
      as
“Exhibit A.” The IPO should also be tied directly to Company’s business plan.
      The participant and the CEO will mutually agree on a minimum of three and a
      maximum of five objectives for the IPO Performance Period. Different weights
      may
      be assigned to each objective. For example, a total of three objectives may
      be
      weighted 50%, 30% and 20% instead of 33 1/3 %
      each.









**Assessing
      Performance Against Objectives/Targets**




***Individual
      Performance Objectives***


The
      CEO
      and the Compensation Committee will meet and mutually agree upon the level
      of
      attainment of his/her IPO at the end of each calendar quarter covered by the
      Plan. All other participants and the CEO will meet and mutually agree upon
      the
      level of attainment of his/her IPO at the end of each calendar quarter covered
      by the Plan. This assessment, (expressed as a percentage) is provided to the
      Finance Department for payment. The overall evaluation of the IPO must be at
      a
      minimum of 50% or greater to qualify for bonus payments.




***Corporate
      Performance Objectives***


Following
      the end of each fiscal quarter, the Finance Department will determine the level
      of attainment of corporate financial goals and provide it to the CEO and
      Compensation Committee for approval. The approved calculations will be provided
      to plan participants on or before the date that Primal releases its results
      for
      the period being measured.




**Calculation
      of Bonus Amounts**


The
      following tables set forth the method for calculating payments under the IPO
      and
      CPO components of the EIP:





**Measurement
                Against Objectives**
            **Payment
                (% of Target Bonus)****Individual
                Performance**
              **(Total
                % earned on IPOs)**Achievement>50% of overall target
            Actual
                percentageAchievement
                <50% of overall target
            0%





**Measurement
                Against Objectives**
            **Payment
                (% of Target Bonus)****Corporate
                Performance Objectives**
              **(Overall
                % Earned on Corporate Performance Objectives)**Achievement
                is per the schedules listed in Exhibit
                A





*Payment*


Following
      the end of each calendar quarter, the CEO will meet with the Compensation
      Committee and all other participants will meet with the CEO to review
      performance against goals for the IPO. Ratings of the IPO are subject to review
      and approval by the Compensation Committee. Bonus payments are also subject
      to
      the Compensation Committee’s determination of the Company’s satisfaction of its
      corporate goals. Eligible participants will receive payments under the EIP
      plan
      according to the following schedule:





For
      the
      IPO Performance Period covering January 1-June 30, payments will be made on
      the
      next scheduled payroll date following approval by the Compensation Committee
      at
      their scheduled meeting after June 30.





For
      the
      IPO Performance Periods ending September 30 and December 31, payments will
      be
      made on the next scheduled payroll date following the Compensation Committee
      review and approval at their scheduled meetings after 9/30 and 12/31,
      respectively.





For
      the
      CPO, payment will be made on the next scheduled payroll date following approval
      by the Board of Directors of the Q2, Q3, and Q4 10-QSB filings.





Payments
      under the EIP plan are subject to all federal, state and local tax withholding
      requirements.





The
      Board
      of Directors reserve the right to change the plan as required, including the
      timing and manner of payments earned under the plan.








**Administration,
      Amendment and Termination of the Plan**





The
      EIP
      will be administered by the Board of Directors Compensation Committee, which
      is
      authorized to interpret the Plan, to establish rules and regulations necessary
      to administer the Plan and to take all other actions it determines are necessary
      for the proper administration of the Plan. All actions, determinations,
      interpretations and decisions made by the Compensation Committee and/or the
      Board will be final, conclusive and binding upon all other parties concerned.
      The Compensation Committee and/or the Board reserve the right to amend, suspend,
      or terminate the EIP and any award opportunities at any time in whole or in
      part, for any reason, and without the consent of any participant or
      beneficiary.





**Definitions**





*“BOARD”* means
      the
      Board of Directors of Primal.





*“COMMITTEE”* means
      the Compensation Committee appointed by the Board.





*“COMPANY”* means
      Primal Solutions, Inc., a Delaware corporation.





*“FISCAL
      YEAR”* means
      the fiscal year of the company, January 1-December 31.





*“BOOKING”* means
      the
      quantifiable value of a revenue generating contract with a customer or partner
      as determined by the CEO.





*“OPERATING
      INCOME”* means
      the
      Company’s income from operations but excluding any unusual non-cash items such
      as depreciation and stock option expense, determined in accordance with
      generally accepted accounting principles.





*"IPO
      PERFORMANCE PERIOD"* shall
      mean a three-month period of time based upon the quarters of the Company's
      Fiscal Year, or such other time period as shall be determined by the
      Committee.





*“REVENUE”* means
      the Company’s net sales, determined in accordance with generally accepted
      accounting principles








**Exhibit
      A**


**Individual
      Performance Objectives**


**(Name)**





Each
      participant of the Executive Incentive Plan should complete this worksheet
      at
      the start of each Performance Period. All objectives and measurements should
      be
      mutually agreed upon by the executive and the CEO, and approved by the
      Compensation Committee. For the CEO, all objective and measurements should
      be
      mutually agreed upon by the CEO and the Compensation Committee, and ultimately
      approved by the Compensation Committee. Please refer to the Executive Incentive
      Plan policy for plan details. There should be no fewer than 3 and no more than
      5
      objectives set each semi-annual Performance Period.





**Name:****CEO
                Signature:******
              
              **Executive
                Signature:**
            **Date:**
              
              **Date:****PERFORMANCE
                OBJECTIVES****Objectives
                and Measurements**
            **Weighting
                (A)**
            **Achievement**
              **(B)**
            **Results**
              **(C)*****Target***
            ***Actual
                Results***
            ***Total
                % Earned***
              ***(A
                x B = C)*****Objective
                I:**
            %
            %
            %**Objective
                II:**
            %
            %
            %**Objective
                III:**
            %
            %
            %**Objective
                IV:**
            %
            %
            %TOTAL
                % FOR ALL OBJECTIVES
            100
                %
            TOTAL
                % EARNED=%





**Final
      Evaluation Signatures**




**Date:****Executive:****CEO/Approver:**


****