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Exhibit 10.6

GREAT PLAINS SOFTWARE, INC.  1997 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I. INTRODUCTION

Section
1.01Purpose.The purpose of the Great Plains Software, Inc. 1997 Employee Stock
Purchase Plan (the "Plan") is to provide employees of Great Plains Software, Inc., a Minnesota corporation (the "Company"), and certain related corporations with an opportunity to share in the
ownership of the Company by providing them with a convenient means for regular and systematic purchases of the Company's Common Stock, par value $.01 per share, and, thus, to develop a stronger
incentive to work for the continued success of the Company.

Section
1.02Rules of Interpretation.It is intended that the Plan be an "employee stock purchase plan"
as defined in Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations promulgated thereunder. Accordingly, the Plan shall be interpreted and
administered in a manner consistent therewith if so approved. All Participants in the Plan will have the same rights and privileges consistent with the provisions of the Plan.

Section
1.03Definitions.For purposes of the Plan, the following terms will have the meanings set
forth below:



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ARTICLE II. ELIGIBILITY AND PARTICIPATION

Section
2.01Eligible Employees.All Permanent Full-Time Employees shall be eligible to participate in
the Plan beginning on the first day of the first Purchase Period to commence after such person becomes a Permanent Full-Time Employee. Subject to the provisions of Article VI, each such
employee will continue to be eligible to participate in the Plan so long as he or she remains a Permanent Full-Time Employee.

Section
2.02Election to Participate.An eligible Permanent Full-Time Employee may elect to participate
in the Plan for a given Purchase Period by filing with the Company, in advance of that Purchase Period and in accordance with such terms and conditions as the Committee in its sole discretion may
impose, a form provided by the Company for such purpose (which authorizes regular payroll deductions from Current Compensation beginning with the first payday in that Purchase Period and continuing
until the employee withdraws from the Plan or ceases to be eligible to participate in the Plan).

Section
2.03Limits on Stock Purchase.No employee shall be granted any right to purchase Common Stock
hereunder if such employee, immediately after such a right to purchase is granted, would own, directly or indirectly, within the meaning of Section 423(b)(3) and Section 424(d) of the
Code, Common Stock possessing 5% or more of the total combined voting power or value of all the classes of the capital stock of the Company.

Section
2.04Voluntary Participation.Participation in the Plan on the part of a Participant is
voluntary and such participation is not a condition of employment nor does participation in the Plan entitle a Participant to be retained as an employee.

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ARTICLE III. PAYROLL DEDUCTIONS, COMPANY  CONTRIBUTIONS AND STOCK PURCHASE ACCOUNT

Section
3.01Deduction From Pay.The form described in Section 2.02 will permit a Participant to elect
payroll deductions of any multiple of 1% but not less than 1% or more than 10% of such Participant's Current Compensation for each pay period, subject to such other limitations as the Committee in its
sole discretion may impose. A Participant may cease making payroll deductions at any time, subject to such limitations as the Committee in its sole discretion may impose.

Section
3.02Company Contributions.The Company may, in the sole discretion of the Committee, from time
to time contribute to each Participant's Stock Purchase Account an amount equal to up to 50% of each payroll deduction credited to such Account. No Company contributions shall be deemed to have been
made until such contributions are credited to the Participant's Stock Purchase Account as provided in Section 3.03.

Section
3.03Credit to Account.Payroll deductions will be credited to the Participant's Stock Purchase
Account on each payday, and Company contributions will be credited to the Participant's Stock Purchase Account on the last business day of the Purchase Period at the time of and in connection with the
purchase of shares of Common Stock in accordance with Articles IV and V hereof.

Section
3.04Interest.No interest will be paid upon payroll deductions, Company contributions or on
any amount credited to, or on deposit in, a Participant's Stock Purchase Account.

Section
3.05Nature of Account.The Stock Purchase Account is established solely for accounting
purposes, and all amounts credited to the Stock Purchase Account will remain part of the general assets of the Company or the Participating Affiliate (as the case may be).

Section
3.06No Additional Contributions.A Participant may not make any payment into the Stock
Purchase Account other than the payroll deductions made pursuant to the Plan.

ARTICLE IV. RIGHT TO PURCHASE SHARES

Section
4.01Number of Shares.Each Participant will have the right to purchase on the last business
day of the Purchase Period all, but not less than all, of the largest number of whole shares of Common Stock that can be purchased at the price specified in Section 4.02 with the entire credit balance
in the Participant's Stock Purchase Account, subject to the limitations that (a) no more than 1,250 shares of Common Stock may be purchased under the Plan by any one Participant for a given Purchase
Period and (b) in accordance with Section 423(b)(8) of the Code, no more than $25,000 in Fair Market Value (determined at the beginning of each Purchase Period) of Common Stock and other
stock may be purchased under the Plan and all other employee stock purchase plans (if any) of the Company and
the Affiliates by any one Participant for any calendar year. If the purchases for all Participants would otherwise cause the aggregate number of shares of Common Stock to be sold under the Plan to
exceed the number specified in Section 10.03, each Participant shall be allocated a pro rata portion of the Common Stock to be sold.

Section
4.02Purchase Price.The purchase price for any Purchase Period shall be the lesser of
(a) 85% of the Fair Market Value of the Common Stock on the first business day of that Purchase Period or (b) 85% of the Fair Market Value of the Common Stock on the last business day of
that Purchase Period, in each case rounded up to the next higher full cent.

ARTICLE V. EXERCISE OF RIGHT

Section
5.01Purchase of Stock.On the last business day of a Purchase Period, the entire credit
balance in each Participant's Stock Purchase Account will be used to purchase the largest number of whole shares of Common Stock purchasable with such amount (subject to the limitations of

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Section 4.01), unless the Participant has filed with the Company, in advance of that date and subject to such terms and conditions as the Committee in its sole discretion may impose, a form
provided by the Company which requests the distribution of the entire credit balance in cash.

Section
5.02Cash Distributions.Any amount remaining in a Participant's Stock Purchase Account after
the last business day of a Purchase Period will be paid to the Participant in cash within 30 days after the end of that Purchase Period.

Section
5.03Notice of Acceleration Date.The Company shall use its best efforts to notify each
Participant in writing at least ten days prior to any Acceleration Date that the then current Purchase Period will end on such Acceleration Date.

ARTICLE VI. WITHDRAWAL FROM PLAN; SALE OF STOCK

Section
6.01Voluntary Withdrawal.A Participant may, in accordance with such terms and conditions as
the Committee in its sole discretion may impose, withdraw from the Plan and cease making payroll deductions by filing with the Company a form provided for this purpose. In such event, the entire
credit balance in the Participant's Stock Purchase Account will be paid to the Participant in cash within 30 days, provided that in no event shall any Participant be entitled to withdraw from such
Account any Company contributions credited to such Account at the end of the Purchase Period pursuant to Section 3.03. A Participant who withdraws from the Plan will not be eligible to reenter
the Plan until the beginning of the next Purchase Period following the date of such withdrawal.

Section
6.02Death.Subject to such terms and conditions as the Committee in its sole discretion may
impose, upon the death of a Participant, no further amounts shall be credited to the Participant's Stock Purchase Account. Thereafter, on the last business day of the Purchase Period during which such
Participant's death occurred and in accordance with Section 5.01, the entire credit balance in such Participant's Stock Purchase Account will be used to purchase Common Stock, unless such
Participant's estate has filed with the Company, in advance of that day and subject to such terms and conditions as the Committee in its sole discretion may impose, a form provided by the Company
which elects to have the entire credit balance in such Participant's Stock Account distributed in cash within 30 days after the end of that Purchase Period or at such earlier time as the Committee in
its sole discretion may decide, provided that in no event shall any Participant's estate be entitled to receive from such Account any Company contributions credited to such Account at the end of the
Purchase Period pursuant to Section 3.03. Each Participant, however, may designate one or more beneficiaries who, upon death, are to receive the Common Stock or the amount that otherwise would
have been distributed or paid to the Participant's estate and may change or revoke any such designation from time to time. No such designation, change or revocation will be effective unless made by
the Participant in writing and filed with the Company during the Participant's lifetime. Unless the Participant has otherwise specified the beneficiary designation, the beneficiary or beneficiaries so
designated will become fixed as of the date of the death of the Participant so that, if a beneficiary survives the Participant but dies before the receipt of the payment due such beneficiary, the
payment will be made to such beneficiary's estate.

Section
6.03Termination of Employment.Subject to such terms and conditions as the Committee in its
sole discretion may impose, upon a Participant's normal or early retirement with the consent of the Company under any pension or retirement plan of the Company or Participating Affiliate, no further
amounts shall be credited to the Participant's Stock Purchase Account. Thereafter, on the last business day of the Purchase Period during which such Participant's approved retirement occurred and in
accordance with Section 5.01, the entire credit balance in such Participant's Stock Purchase Account will be used to purchase Common Stock, unless such Participant has filed with the Company, in
advance of that day and subject to such terms and conditions as the Committee in its sole discretion
may impose, a form provided by the Company which elects to receive the entire credit balance in such Participant's Stock Purchase Account in cash within 30 days after the end of that Purchase Period,

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provided that (i) in no event shall any Participant be entitled to receive from such Account any Company contributions credited to such Account at the end of the Purchase Period pursuant to
Section 3.03, and (ii) such Participant shall have no right to purchase Common Stock in the event that the last day of such a Purchase Period occurs more than three months following the
termination of such Participant's employment with the Company by reason of such an approved retirement. In the event of any other termination of employment (other than death) with the Company or a
Participating Affiliate, participation in the Plan will cease on the date the Participant ceases to be a Permanent Full-Time Employee for any reason. In such event, the entire credit balance in such
Participant's Stock Purchase Account will be paid to the Participant in cash within 30 days, provided that in no event shall any Participant be entitled to receive from such Account any Company
contributions credited to such Account at the end of the Purchase Period pursuant to Section 3.03. For purposes of this Section 6.03, a transfer of employment to any Affiliate, or a leave of absence
which has been approved by the Committee, will not be deemed a termination of employment as a Permanent Full-Time Employee.

ARTICLE VII. NONTRANSFERABILITY

Section
7.01Nontransferable Right to Purchase.The right to purchase Common Stock hereunder may not be
assigned, transferred, pledged or hypothecated (whether by operation of law or otherwise), except as provided in Section 6.02, and will not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition or levy of attachment or similar process upon the right to purchase will be null and void and without effect.

Section
7.02Nontransferable Account.Except as provided in Section 6.02, the amounts credited to a
Stock Purchase Account may not be assigned, transferred, pledged or hypothecated in any way, and any attempted assignment, transfer, pledge, hypothecation or other disposition of such amounts will be
null and void and without effect.

ARTICLE VIII. STOCK CERTIFICATES

Section
8.01Delivery.Promptly after the last day of each Purchase Period and subject to such terms
and conditions as the Committee in its sole discretion may impose, the Company will cause to be delivered to or for the benefit of the Participant a certificate representing the Common Stock purchased
on the last business day of such Purchase Period.

Section
8.02Securities Laws.The Company shall not be required to issue or deliver any certificate
representing Common Stock prior to registration under the Securities Act of 1933, as amended, or registration or qualification under any state law if such registration is required. The Company shall
use its best efforts to accomplish such registration (if and to the extent required) not later than a reasonable time following the Purchase Period, and delivery of certificates may be deferred until
such registration is accomplished.

Section
8.03Completion of Purchase.A Participant shall have no interest in the Common Stock purchased
until a certificate representing the same is issued to or for the benefit of the Participant.

Section
8.04Form of Ownership.The certificates representing Common Stock issued under the Plan will
be registered in the name of the Participant or jointly in the name of the Participant and another person, as the Participant may direct on a form provided by the Company.

ARTICLE IX. EFFECTIVE DATE, AMENDMENT AND  TERMINATION OF PLAN

Section
9.01Effective Date.The Plan was approved by the Board of Directors on February 13,
1997 and shall be approved by the stockholders of the Company prior to the Effective Date.

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Section 9.02Plan Commencement.The initial Purchase Period under the Plan will commence on the
Effective Date. Thereafter, each succeeding Purchase Period will commence and terminate in accordance with Section 1.03(l).

Section
9.03Powers of Board.The Board of Directors may amend or discontinue the Plan at any time. No
amendment or discontinuation of the Plan, however, shall without stockholder approval be made that: (i) absent such stockholder approval, would cause Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Act") to become unavailable with respect to the Plan, (ii) requires stockholder approval under any rules or regulations of the National Association
of Securities Dealers, Inc. or any securities exchange that are applicable to the Company, or (iii) permit the issuance of Common Stock before payment therefor in full.

Section
9.04Automatic Termination.Subject to the last sentence of Section 4.01, the Plan shall
automatically terminate when all of the shares of Common Stock provided for in Section 10.03 have been sold.

ARTICLE X. ADMINISTRATION

Section
10.01The Committee.The Plan shall be administered by a committee (the "Committee") of two or
more directors of the Company, none of whom shall be officers or employees of the Company and all of whom shall be "disinterested persons" with respect to the Plan within the meaning of Rule 16b-3
under the Act. The members of the Committee shall be appointed by and serve at the pleasure of the Board of Directors. The Committee may be the Compensation Committee of the Board of Directors,
provided that the requirements of the first sentence of this Section 10.01 are met.

Section
10.02Powers of Committee.Subject to the provisions of the Plan, the Committee shall have full
authority to administer the Plan, including authority to interpret and construe any provision of the Plan, to establish deadlines by which the various administrative forms must be received in order to
be effective, and to adopt such other rules and regulations for administering the Plan as it may deem appropriate. The Committee shall have full and complete authority to determine whether all
or any part of the Common Stock acquired pursuant to the Plan shall be subject to restrictions on the transferability thereof or any other restrictions affecting in any manner a Participant's rights
with respect thereto but any such restrictions shall be contained in the form by which a Participant elects to participate in the Plan pursuant to Section 2.02. Decisions of the Committee will be
final and binding on all parties who have an interest in the Plan.

Section
10.03Stock to be Sold.The Common Stock to be issued and sold under the Plan may be treasury
shares or authorized but unissued shares, or the Company may purchase Common Stock in the market for sale under the Plan. Except as provided in Section 11.01, the aggregate number of shares of Common
Stock to be sold under the Plan will not exceed 1,275,000 shares.

Section
10.04Notices.Notices to the Committee should be addressed as follows:



ARTICLE XI. ADJUSTMENT FOR CHANGES  IN STOCK OR COMPANY

Section
11.01Stock Dividend or Reclassification.If the outstanding shares of Common Stock are
increased, decreased, changed into or exchanged for a different number or kind of securities of the Company, or shares of a different par value or without par value, through reorganization,

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recapitalization, reclassification, stock dividend, stock split, amendment to the Company's Certificate of Incorporation, reverse stock split or otherwise, an appropriate adjustment shall be made in
the maximum numbers and kind of securities to be purchased under the Plan with a corresponding adjustment in the purchase price to be paid therefor.

Section
11.02Merger or Consolidation.If the Company is merged into or consolidated with one or more
corporations during the term of the Plan, appropriate adjustments will be made to give effect thereto on an equitable basis in terms of issuance of shares of the corporation surviving the merger or of
the consolidated corporation, as the case may be.

ARTICLE XII. APPLICABLE LAW

Rights to purchase Common Stock granted under the Plan shall be construed and shall take effect in accordance with the laws of the State of Minnesota.

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