**Exhibit10.14****SECOND AMENDMENT TO****CREDIT AGREEMENT**     This Second Amendment to Credit Agreement (this “**Amendment**”), dated as of March 15, 2007, isby and among **SOFTBRANDS, INC.,**a Delaware corporation (the “**Parent**”), the subsidiaries of Parentidentified on the signature pages hereto (collectively, with the Parent, the “**Borrowers**” andindividually, a “**Borrower**”)**, WELLS FARGO FOOTHILL, INC.,**a California corporation, asAdministrative Agent (the “**Agent**”) and each of the lenders parties hereto (the “**Lenders**”).**R E C I T A L S**     A. The Borrowers, the Agent and the Lenders are parties to that certain Credit Agreement datedas of August 14, 2006, as amended by that certain First Amendment to the Credit Agreement dated asof October 5, 2006 (the “**Original Credit Agreement**”).     B. The parties hereto desire to further amend the Original Credit Agreement (as the OriginalCredit Agreement is amended by this Amendment, and as the Original Credit Agreement may be furtheramended, modified or restated from time, collectively the “**Credit Agreement**”) as provided herein.     **NOW, THEREFORE**, in consideration of the premises herein contained, and for other good andvaluable consideration (the receipt, sufficiency and adequacy of which are hereby acknowledged),the parties hereto (intending to be legally bound) hereby agree as follows:          1. Definitions. Terms capitalized herein and not otherwise defined herein shall havethe meanings ascribed to such terms in the Credit Agreement.          2. Amendment to Credit Agreement. Subject to the terms and conditions containedherein, the parties hereto hereby amend the Credit Agreement as follows:               (a) Section (a) of Schedule 5.3 of the Credit Agreement is hereby amended by deletingthe phrase “as soon as available, but in any event within 30 days after the end of eachmonth during each of the Parent’s fiscal years” and replacing such phrase with “as soon asavailable, but in any event within 30 days after the end of each month (or within 45 dayswith respect to any month ending on the last day of a fiscal quarter) during each of theParent’s fiscal years”.          3. Acknowledgement and Waiver. The Agent hereby acknowledges its agreement to amendthe provisions of the Original Credit Agreement. The Agent further waives the Borrower’snon-compliance (a) with the definition of Permitted Investments in Schedule 1.1 requiring thatInvestments by Subsidiaries other than U.S. Subsidiaries be in Securities Accounts, DepositAccounts or other similar investments outside the United States so long as the aggregate amount ofsuch Investments outside the United States does not constitute more than (1) 75% of all Investmentsby Parent and its Subsidiaries from the period commencing on the Closing Date and ending onDecember 31, 2006 and (2) 50% of all Investments by Parent and its Subsidiaries for any
 

 
period onor after January 1, 2007 (excluding from such percentage any Investments held in China) and 35% ofall Investments by Parent and its Subsidiaries for any period on or after January 1, 2007(including in such percentage any Investments held in China) so long as the Borrower is incompliance with such requirements on and after March 31, 2007, and (b) the requirement in section(e) of Schedule 5.3 providing that copies of Parent’s Projections, in form and substance (includingas to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, bedelivered to the Agent for the forthcoming year, and for the forthcoming fiscal year, month bymonth, certified by the chief financial officer of Parent as being such officer’s good faithestimate of the financial performance of Parent during the period covered thereby so long as theBorrower is in compliance with such requirement on and after September 30, 2007.          4. Conditions Precedent. The amendment contained in Section 2 above issubject to, and contingent upon, the prior or contemporaneous satisfaction of each of the followingconditions precedent, each in form and substance satisfactory to the Agent:               (a) The Borrowers, the Agent and the Lenders shall have executed and delivered to eachother this Amendment; and               (b) The Borrowers shall have satisfied any other conditions of the Agent required inconnection with this Amendment.          5. Reference to and Effect on the Credit Agreement. Except as expressly providedherein, the Credit Agreement and all of the Loan Documents shall remain unmodified and continue infull force and effect and are hereby ratified and confirmed. Except as set forth in Section4 above, the execution, delivery and effectiveness of this Amendment shall not operate as awaiver of: (a) any right, power or remedy of the Agent or the Lenders under the Credit Agreement orany of the Loan Documents, or (b) any Default or Event of Default under the Credit Agreement or anyof the Loan Documents.          6. Representations and Warranties of the Borrowers. Each of the Borrowers herebyrepresents and warrants to the Agent and the Lenders, which representations and warranties shallsurvive the execution and delivery of this Amendment, that on and as of the date hereof and aftergiving effect to this Amendment:               (a) As to each Borrower, the execution, delivery, and performance by such Borrower ofthis Amendment have been duly authorized by all necessary action on the part of suchBorrower.               (b) As to each Borrower, the execution, delivery, and performance by such Borrower ofthis Amendment does not and will not (i) violate any provision of federal, state, or locallaw or regulation applicable to any Borrower, the Governing Documents of any Borrower, orany order, judgment, or decree of any court or other Governmental Authority binding on anyBorrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapseof time or both) a default under any material contractual obligationof any Borrower, (iii)result in or require the creation or imposition of any Lien of any nature whatsoever uponany properties or assets of Borrower, other than Permitted Liens, or (iv) require anyapproval of any Borrower’s interest holders or any approval or consent of any Person underany material contractual obligation of any
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Borrower, other than consents or approvals thathave been obtained and that are still in force and effect.               (c) As to each Borrower, this Amendment and all other documents contemplated hereby,when executed and delivered by such Borrower will be the legally valid and bindingobligations of such Borrower, enforceable against such Borrower in accordance with theirrespective terms, except as enforcement may be limited by equitable principles or bybankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limitingcreditors’ rights generally.               (d) The representations and warranties of each of the Borrowers set forth in the CreditAgreement and in the Loan Documents to which it is a party are true, correct and complete onand as of the date hereof; provided that the references to the Credit Agreement thereinshall be deemed to include the Credit Agreement as amended by this Amendment.               (e) Each of the Borrowers acknowledges that the Agent and each Lender is specificallyrelying upon the representations, warranties and agreements contained in this Amendment andthat such representations, warranties and agreements constitute a material inducement to theAgent and each Lender in entering into this Amendment.          7. Intentionally Omitted.          8. Reference to Credit Agreement; No Waiver.          8.1 Upon the effectiveness of this Amendment, each reference in the CreditAgreement to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words oflike import shall mean and be a reference to the Credit Agreement as amended hereby.The term “Loan Documents” as defined in Schedule 1.1 of the CreditAgreement shall include (in addition to the Loan Documents described in the CreditAgreement) this Amendment and any other agreements, instruments or other documentsexecuted in connection herewith.          8.2 The Agent’s and a Lender’s failure, at any time or times hereafter, torequire strict performance by the Borrowers of any provision or term of the CreditAgreement, this Amendment or the other Loan Documents shall not waive, affect ordiminish any right of the Agent or a Lender thereafter to demand strict complianceand performance therewith. Any suspension or waiver by the Agent or a Lender of abreach of this Amendment or any Event of Default under the Credit Agreement shallnot, except as expressly set forth herein, suspend, waive or affect any other breachof this Amendment or any Event of Default under the Credit Agreement, whether thesame is prior or subsequent thereto and whether of the same or of a different kindor character. None of the undertakings, agreements, warranties, covenants andrepresentations of any Borrower contained in this Amendment, shall be deemed to havebeen suspended or waived by the Agent or a Lender unless such suspension or waiveris: (i) in writing and signed
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by the Agent and each Lender and (ii) delivered to theBorrower. In no event shall the Agent’s and each Lender’s execution and delivery ofthis Amendment establish a course of dealing among the Agent, each Lender, theBorrowers, or any other obligor or in any other way obligate the Agent or eachLender to hereafter provide any amendments or waivers with respect to the CreditAgreement. The terms and provisions of this Amendment shall be limited precisely aswritten and shall not be deemed: (A) to be a consent to a modification, amendment orwaiver of any other term or condition of the Credit Agreement or of any other LoanDocuments, or (B) to prejudice any right or remedy that the Agent or each Lender maynow have under or in connection with the Credit Agreement or any of the other LoanDocuments.          9. Successors and Assigns; Amendment. This Amendment shall be binding upon and inureto the benefit of the parties hereto and their respective successors and assigns; provided,however, no Borrower may assign this Amendment or any of its respective rights hereunderwithout the Agent’s and each Lender’s prior written consent. Any prohibited assignment of thisAmendment shall be absolutely null and void. This Amendment may only be amended or modified by awriting signed by the Agent, each Lender and the Borrowers.          10. Severability; Construction. Wherever possible, each provision of this Amendmentshall be interpreted in such a manner so as to be effective and valid under applicable law, but ifany provision of this Amendment is held to be prohibited by or invalid under applicable law, suchprovision or provisions shall be ineffective only to the extent of such provision and invalidity,without invalidating the remainder of this Amendment. Neither this Amendment nor any uncertainty orambiguity herein shall be construed or resolved against Agent or each Lender, whether under anyrule of construction or otherwise. On the contrary, this Amendment has been reviewed by allparties hereto and shall be construed and interpreted according to the ordinary meaning of thewords used so as to fairly accomplish the purposes and intentions of the parties hereto.          11. Counterparts; Facsimile. This Amendment may be executed in one or morecounterparts, each of which taken together shall constitute one and the same instrument. Deliveryof an executed counterpart of this Amendment by telefacsimile shall be equally as effective asdelivery of a manually executed counterpart of this Amendment. Any party delivering an executedcounterpart of this Amendment by telefacsimile shall also deliver a manually executed counterpartof this Amendment, but the failure to deliver a manually executed counterpart shall not affect thevalidity, enforceability or binding effect of this Amendment.          **12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.**               **(a) THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENTHEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDEROR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITHTHE LAWS OF THE STATE OF ILLINOIS.**
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               **(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THISAMENDMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THECOUNTY OF COOK, STATE OF ILLINOIS, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENTAGAINST ANY BORROWER COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THECOURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH BORROWERSCOLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER, AGENT AND THE LENDERS WAIVE, TO THEEXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OFFORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT INACCORDANCE WITH THIS SECTION****11(b)****.**               **(c) BORROWERS, AGENT AND THE LENDERS HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURYTRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR ANY OFTHE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTYCLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWERS, AGENT AND THE LENDERSREPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITSJURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, ACOPY OF THIS AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.**
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     **IN WITNESS WHEREOF**, the undersigned have caused this Second Amendment to be dulyexecuted and delivered as of the date first above written.         SoftBrands, Inc.    a Delaware corporation, as a Borrower           By:      Title:                    SoftBrands Manufacturing, Inc.    a Minnesota corporation, as a Borrower           By:      Title:                    SoftBrands International, Inc.    a Delaware corporation, as a Borrower           By:      Title:                    SoftBrands Licensing, Inc.    a Delaware corporation, as a Borrower           By:      Its:                    MAI Systems Corporation    a Delaware corporation, as a Borrower           By:      Its:                    Hotel Information Systems, Inc.    a Delaware corporation, as a Borrower           By:      Its:                    CLS Software International, Inc.    a California corporation, as a Borrower           By:      Its:           
 

 
         Wells Fargo Foothill, Inc.    a California corporation, as Agent and a Lender           By:      Its: