**EXHIBIT 10.5**

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**EXECUTIVECOMPENSATION PLAN**

Plan Year 2006

**RalfSuerken**

 

**I.**              **Annual Base Salary $250,000**

 

**II.**            **Performance Incentive Bonus (IB): $100,000 annually.**  Your2006 Incentive Bonus will be paid quarterly based on the following criteria:

 

•      75%of the performance incentive bonus ($75,000) is based on the achievement of theannual operating profit targets for the WW Manufacturing division ofSoftBrands.

 
| ** **                 | ** ** | **Operating Profits** | ** ** | **Payment Eligibility** | ** ** |
|----------------------------|------------|-----------------------|------------|-------------------------|------------|
| YTD Q1 (Oct – Dec 05) |       | 1st Quarter  Target   |       | 25                      | %          |
| YTD Q2 (Jan – Mar 06) |       | 2nd Quarter  Target   |       | 50                      | %          |
| YTD Q3 (Apr – Jun 06) |       | 3rd Quarter  Target   |       | 75                      | %          |
| YTD Q4 (Jul – Sep 06) |       | Annual Target         |       | 100                     | %          |

 

**PerformanceIncentive Payments –**An advance of 1⁄4 of your annual bonuswill be paid quarterly based on the attainment of the annual operating profitmetric.   Payments from prior quartersthat were not achieved will be paid if YTD targets are achieved.

 

**Threshold for Operating Profit Goal –**Manufacturing must achieve 90% of the targeted revenuegoal to be eligible for the bonus payments. If Manufacturing achieves 90% of the targeted revenue goal, you will beeligible for 50% of your targeted incentive bonus.  For achievement of each percentage above 90%,you will receive an additional 5% of your target to a maximum of 100%.

 

•      25% of the performance incentive bonus ($25,000) is based on theachievement of the annual revenue targets for WW FSE.

 
| ** **                 | ** ** | **WW FSE Revenue Target** | ** ** | **Payment Eligibility** | ** ** |
|----------------------------|------------|---------------------------|------------|-------------------------|------------|
| YTD Q1 (Oct – Dec 05) |       | 1st Quarter  Target       |       | 25                      | %          |
| YTD Q2 (Jan – Mar 06) |       | 2nd Quarter  Target       |       | 50                      | %          |
| YTD Q3 (Apr – Jun 06) |       | 3rd Quarter  Target       |       | 75                      | %          |
| YTD Q4 (Jul – Sep 06) |       | Annual Target             |       | 100                     | %          |

** **

**Threshold for WW FSE Revenue Goal –**Manufacturing must achieve 80% of the targeted WW FSErevenue goal to be eligible for the bonus payments.  If Manufacturing achieves 80% of the targetedWW FSE revenue goal, you will be eligible for 50% of your targeted incentivebonus.  For achievement of eachpercentage above 80%, you will receive an additional 2.5% of your target to amaximum of 100%.

 

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**III.****           SoftBrandsManufacturing Executive Profit Sharing Bonus**

To encourage performanceover and above our targets, you are eligible to participate in the SoftBrandsManufacturing Executive profit sharing plan.

 

6% of each $1 of operatingprofit over the Manufacturing division target will be contributed to theSoftBrands Manufacturing Group Executive Profit Sharing pool.  The pool will be distributed on a pro ratabasis, taking your base salary as a percentage of the total base salaries ofall eligible SoftBrands Group executives in the plan.

 

**IV.****           Shouldyou leave the company for any reason; any bonus “not yet received” will beforfeited.**

 

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