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Exhibit 10.4

GREAT PLAINS SOFTWARE, INC.  1997 STOCK INCENTIVE PLAN

SECTION 1.  PURPOSE; EFFECT ON PRIOR PLANS.

(a)Purpose.The purpose of the Great Plains Software, Inc. 1997 Stock Incentive Plan (the
"Plan") is to promote the interests of Great Plains Software, Inc. (the "Company") and its shareholders by aiding the Company in attracting and retaining personnel capable of assuring the
future success of the Company, to offer such personnel incentives to put forth maximum efforts for the success of the Company's business and to afford such personnel an opportunity to acquire a
proprietary interest in the Company.

(b)Effect on Prior Plan.From and after the date on which the Company's shareholders approve this
Plan, no awards or stock options shall be granted under the Prior Plan. All outstanding stock options granted prior to the date on which the Company's shareholders approve this Plan shall remain
outstanding in accordance with the terms of the Prior Plan.

SECTION 2.  DEFINITIONS.

As used in the Plan, the following terms shall have the meanings set forth below:

(a) "Affiliate"
shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in each case as determined by the Committee.

(b) "Award"
shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other Stock-Based Award
granted under the Plan.

(c) "Award
Agreement" shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan.

(d) "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(e) "Committee"
shall mean a committee of the Board of Directors of the Company designated by such Board to administer the Plan, which shall consist of members
appointed from time to time by the Board of Directors and shall be comprised of not less than two directors. Each member of the Committee shall be a "Non-Employee Director" within the meaning of
Rule 16b-3 and an "outside director" within the meaning of Section 162(m) of the Code. The Committee may be the Compensation Committee of the Board of Directors, provided that the requirements
of this Section are met.

(f)  "Company"
shall mean Great Plains Software, Inc., a Minnesota corporation, and any successor corporation.

(g) "Dividend
Equivalent" shall mean any right granted under Section 6(d) of the Plan.

(h) "Effective
Date" shall mean the later of (i) the date on which the Plan is approved by the shareholders of the Company and (ii) the date on which the
Company's registration statement relating to its initial public offering of Shares is declared effective by the Securities and Exchange Commission.

(i)  "Eligible
Person" shall mean any employee, officer, director, consultant or independent contractor providing services to the Company or any Affiliate who the
Committee determines to be an Eligible Person.

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(j)  "Fair Market Value" shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such
property determined by such methods or procedures as shall be established from time to time by the Committee.

(k) "Incentive
Stock Option" shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or
any successor provision.

(l)  "Non-Qualified
Stock Option" shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(m) "Option"
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

(n) "Other
Stock-Based Award" shall mean any right granted under Section 6(f) of the Plan.

(o) "Participant"
shall mean an Eligible Person designated to be granted an Award under the Plan.

(p) "Performance
Award" shall mean any right granted under Section 6(c) of the Plan.

(q) "Person"
shall mean any individual, corporation, partnership, association or trust.

(r) "Plan"
shall mean this 1997 Stock Incentive Plan, as amended from time to time.

(s) "Prior
Plan" shall mean the Company's 1983 Incentive Stock Option Plan, as amended.

(t)  "Reload
Option" shall mean any Option granted under Section 6(a)(iv) of the Plan.

(u) "Restricted
Stock" shall mean any Share granted under Section 6(b) of the Plan.

(v) "Restricted
Stock Unit" shall mean any unit granted under Section 6(b) of the Plan evidencing the right to receive a Share (or a cash payment equal to the
Fair Market Value of a Share) at some future date.

(w) "Rule 16b-3"
shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any
successor rule or regulation.

(x) "Shares"
shall mean shares of Common Stock, $.01 par value, of the Company or such other securities or property as may become subject to Awards pursuant to an
adjustment made under Section 4(c) of the Plan.

(y) "Stock
Appreciation Right" shall mean any right granted under Section 6(e) of the Plan.

SECTION 3.  ADMINISTRATION.

(a)Power and Authority of the Committee.The Plan shall be administered by the Committee. Subject to
the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to
be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in
connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement; (v) amend the terms and conditions of any Award or Award Agreement and accelerate
the exercisability of Options or the lapse of restrictions relating to Restricted Stock or other Awards; (vi) determine whether, to what extent and under what circumstances Awards may be exercised in
cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended; (vii) determine whether, to what extent and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts
payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee; (viii) interpret and administer the Plan and
any instrument or agreement relating to, or Award made under, the Plan; (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper

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administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award and any employee of the Company or any Affiliate.

(b)Delegation.The Committee may delegate its powers and duties under the Plan to one or more officers
of the Company or any Affiliate or a committee of such officers, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion;provided, however, that the
Committee shall not delegate its powers and duties under the Plan (i) with regard to officers or directors of the Company or any Affiliate
who are subject to Section 16 of the Securities Exchange Act of 1934, as amended or (ii) in such a manner as would cause the Plan not to comply with the requirements of Section 162(m) of the
Code.

SECTION 4.  SHARES AVAILABLE FOR AWARDS.

(a)Shares Available.Subject to adjustment as provided in Section 4(d), the number of Shares available
for granting Awards under the Plan shall be equal to 3,500,000. In addition, any Shares granted under the Plan which are forfeited back to the Company because of the failure to meet an Award
contingency or condition shall again be available for delivery pursuant to new Awards granted under the Plan. Any Shares covered by an Award (or portion of an Award) granted under the Plan, which is
forfeited or canceled, expires or is settled in cash, shall be deemed not to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan.
Likewise, any Shares that are used by a Participant as full or partial payment to the Company of the purchase price relating to an Award, or in connection with satisfaction of tax obligations relating
to an Award in accordance with the provisions of Section 8 of the Plan, shall again be available for granting Awards under the Plan. Further, Shares issued under the Plan through the settlement,
assumption or substitution of outstanding awards or obligations to grant future awards as a condition of the Company acquiring another entity shall not reduce the maximum number of Shares available
for delivery under the Plan.

(b)Accounting for Awards.For purposes of this Section 4, if an Award entitles the holder thereof to
receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares
available for granting Awards under the Plan.

(c)Incentive Stock Options.Notwithstanding the foregoing, the number of Shares available for granting
Incentive Stock Options under the Plan shall not exceed 3,500,000, subject to adjustment as provided in the Plan and Section 422 or 424 of the Code or any successor provisions.

(d)Adjustments.In the event that the Committee shall determine that any dividend or other
distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate
transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or
other property) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards and (iii) the
purchase or exercise price with respect to any

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Award;provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number.

(e)Award Limitations under the Plan.No Eligible Person may be granted any Award or Awards, the value
of which Awards are based solely on an increase in the value of the Shares after the date of grant of such Awards, for more than 200,000 Shares, subject to adjustment as provided in the Plan during
any one calendar year. The foregoing limitation specifically includes the grant of any "performance-based" Awards within the meaning of Section 162(m) of the Code.

SECTION 5.  ELIGIBILITY.

Any Eligible Person, including any Eligible Person who is an officer or director of the Company or any Affiliate, shall be eligible to be designated a
Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible
Persons, their present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an
Incentive Stock Option may only be granted to full or part-time employees (which term as used herein includes, without limitation, officers and directors who are also employees) and an Incentive Stock
Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a "subsidiary corporation" of the Company within the meaning of Section 424(f) of the Code or any
successor provision.

SECTION 6.  AWARDS.

(a)Options.The Committee is hereby authorized to grant Options to Participants with the following
terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:



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(b)Restricted Stock and Restricted Stock Units.The Committee is hereby authorized to grant Awards of
Restricted Stock and Restricted Stock Units to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as
the Committee shall determine:



(c)Performance Awards.The Committee is hereby authorized to grant Performance Awards to Participants
subject to the terms of the Plan and any applicable Award Agreement. A Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii) shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of such
performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan and any applicable Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award and any other
terms and conditions of any Performance Award shall be determined by the Committee.

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(d)Dividend Equivalents.The Committee is hereby authorized to grant to Participants Dividend
Equivalents under which such Participants shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee)
equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable
Award Agreement, such Dividend Equivalents may have such terms and conditions as the Committee shall determine.

(e)Stock Appreciation Rights.The Committee is hereby authorized to grant Stock Appreciation Rights to
Participants subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise
thereof the excess of (i) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine, at any time during a specified period before or after the date of
exercise) over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one Share on the date of
grant of the Stock Appreciation Right;provided, however, that such grant price may be less than 100% of the Fair Market Value of one Share on the date
of grant of the Stock Appreciation Right if such right is granted to replace a stock option of the Company based on the excess of the Fair Market Value of a Share over the exercise price of such stock
option. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of
any Stock Appreciation Right shall be as determined by the Committee. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem
appropriate.

(f)Other Stock-Based Awards.The Committee is hereby authorized to grant to Participants such other
Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares),
as are deemed by the Committee to be consistent with the purpose of the Plan;provided, however, that such grants must comply with Rule 16b-3 and
applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of such Awards. Shares or other securities delivered
pursuant to a purchase right granted under this Section 6(f) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms (including without
limitation, cash, Shares, promissory notes, other securities, other Awards or other property or any combination thereof), as the Committee shall determine, the value of which consideration, as
established by the Committee, shall not be less than 100% of the Fair Market Value of such Shares or other securities as of the date such purchase right is granted.

(g)General.



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SECTION 7.  AMENDMENT AND TERMINATION; ADJUSTMENTS.

Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:

(a)Amendments to the Plan.The Board of Directors of the Company may amend, alter, suspend,
discontinue or terminate the Plan;provided, however,that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval
of the shareholders of the Company, no such amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval:



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(b)Amendments to Awards.The Committee may waive any conditions of or rights of the Company under any
outstanding Award, prospectively or retroactively. The Committee may not amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, without the consent of
the Participant or holder or beneficiary thereof, except as otherwise herein provided.

(c)Correction of Defects, Omissions and Inconsistencies.The Committee may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

SECTION 8.  INCOME TAX WITHHOLDING; TAX BONUSES.

(a)Withholding.In order to comply with all applicable federal or state income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute
responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all or a portion of the federal and state taxes to be withheld or collected
upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the
Participant to satisfy such tax obligation by (i) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Company Shares other than Shares issuable upon exercise or receipt of
(or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes.

(b)Tax Bonuses.The Committee, in its discretion, shall have the authority, at the time of grant of
any Award under this Plan or at any time thereafter, to approve cash bonuses to designated Participants to be paid upon their exercise or receipt of (or the lapse of restrictions relating to) Awards
in order to provide funds to pay all or a portion of federal and state taxes due as a result of such exercise or receipt (or the lapse of such restrictions). The Committee shall have full authority in
its discretion to determine the amount of any such tax bonus.

SECTION 9.  GENERAL PROVISIONS.

(a)No Rights to Awards.No Eligible Person, Participant or other Person shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and
conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.

(b)Award Agreements.No Participant will have rights under an Award granted to such Participant unless
and until an Award Agreement shall have been duly executed on behalf of the Company.

(c)No Limit on Other Compensation Arrangements.Nothing contained in the Plan shall prevent the
Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific
cases.

(d)No Right to Employment.The grant of an Award shall not be construed as giving a Participant the
right to be retained in the employ of the Company or any Affiliate, nor will it affect in any way the right of the Company or an Affiliate to terminate such employment at any time, with or without
cause. In addition, the Company or an Affiliate may at any time dismiss a Participant from

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employment free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(e)Governing Law.The validity, construction and effect of the Plan or any Award, and any
rules and regulations relating to the Plan or any Award, shall be determined in accordance with the laws of the State of Minnesota.

(f)Severability.If any provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform
to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision
shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(g)No Trust or Fund Created.Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive
payments
from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(h)No Fractional Shares.No fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated.

(i)Headings.Headings are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(j)Other Benefits.No compensation or benefit awarded to or realized by any Participant under the Plan
shall be included for the purpose of computing such Participant's compensation under any compensation-based retirement, disability, or similar plan of the Company unless required by law or otherwise
provided by such other plan.

SECTION 10.  SECTION 16(b) COMPLIANCE.

The Plan is intended to comply in all respects with Rule 16b-3 or any successor provision, as in effect from time to time and in all events the Plan
shall be construed in accordance with the requirements of Rule 16b-3. If any Plan provision does not comply with Rule 16b-3 as hereafter amended or interpreted, the provision shall be
deemed inoperative. The Board, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to participants who are officers or
directors subject to Section 16 of the Securities and Exchange Act of 1934, as amended, without so restricting, limiting or conditioning the Plan with respect to other participants.

SECTION 11.  SHAREHOLDER APPROVAL; EFFECTIVE DATE OF THE PLAN.

The Plan shall be subject to approval by the shareholders of the Company prior to the Effective Date. If the Plan is approved by the Company's shareholders,
the Plan shall be effective as of the Effective Date.

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SECTION 12.  TERM OF THE PLAN.

Awards shall only be granted under the Plan during a ten-year period beginning on the effective date of the Plan. However, unless otherwise expressly provided
in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond the end of such ten-year period, and the authority of the Committee provided for hereunder with respect
to the Plan and any Awards, and the authority of the Board of Directors of the Company to amend the Plan, shall extend beyond the end of such period.

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