**Exhibit 10.11**

July 21, 2006

Robert Barnum

Dear Robert,

On behalf ofSupportSoft, Inc., a Delaware Corporation (“the Company”), we are pleased tooffer you the position of Senior Vice President of Global Services, effective August1, 2006, reporting to the Chief Executive Officer.  This offer is contingent upon the completion ofsatisfactory reference and background checks.

The offer will includean annual equivalent base salary of $225,000.****The base salary will be paidsemi-monthly in accordance with the Company’s normal payroll procedures.  You will also be entitled to an MBOopportunity of up to****$125,000****paid out on a quarterly basis for an annual equivalent OnTarget Earnings (OTE) of $350,000.  MBO’swill be determined within sixty days of hire and will be based on specificobjectives agreed upon between you and the Chief Executive Officer. **  **You may be awarded an incentive bonus in excess of the target bonus basedon your performance, as determined in the sole discretion of the CompensationCommittee.

Wewill recommend to the Compensation Committee at the first meeting followingyour start date that you are granted an option to purchase 300,000 shares of the Company’s Common Stock(the “Option”). The exercise price per share will be set at the fairmarket value (defined as the closing price) of the common stock on the day thegrant is approved. * *The option will be subject to theterms and conditions applicable to options granted under the Company’s 2000Omnibus Equity Incentive Plan (the “Plan”), as described in the Plan and theapplicable Stock Option Agreement. Your option will be subject to vesting, suchthat you shall vest in 25% of the underlying shares one full year after thegrant date, and thereafter in equal monthly installments over the following 36months conditioned on your continuous common law employment, as described inthe applicable Stock Option Agreement.

Following the initial twelvemonth period of your employment, you will be eligible to receive additionalequity compensation awards as determined by the Compensation Committee in itssole discretion, and it is anticipated that such grants will be made ifappropriate taking into account performance, overall compensation and suchother considerations as the Compensation Committee may deem relevant.

In the event you are subjectto an Involuntary Termination (as defined below) you will be entitled to aseverance equivalent to six months of your base salary paid in a lump sum or,at the Company’s option, in installments over a period of six months, subjectto appropriate deductions and 50% of the bonus target in effect for the year inwhich your are terminated.  Additionally,you will be reimbursed for any COBRA payments 

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made by you during the 6month period following your termination.

Notwithstanding anything inthis offer, the Plan or the applicable stock option agreements to the contrary,if the Company is subject to a Change of Control (as defined in the StockOption Agreement) before your employment with the Company terminates and youare subject to an Involuntary Termination within 12 months on or after thatChange of Control, then 50% of the then-unvested shares subject to the Optionwill become vested and exercisable upon such Involuntary Termination (asdefined below). Notwithstanding anything to the contrary in the Stock OptionAgreement, a “going private” transaction shall not constitute a Change ofControl.

“**Involuntary Termination**” means either (a) that youremployment is terminated by the Company without Cause (as defined below) or (b) thatyou resign for Good Reason (as defined below). If you wish to resign your employment for Good Reason, you will give theCompany 30 day’s written notice of resignation. The Company will have 30 days from receipt of such written notice tocure the reason(s) for your resignation before you are entitled to receive anybenefits as a result of resignation for Good Reason.  In order to receive any benefits upontermination, you will be required (i) to sign a general release in a formacceptable to you and the Company, of claims that you may have against theCompany and (ii) to return all Company property.  In exchange for signing the Release, you willbe eligible to receive a payment equivalent to six months of your base pay and50% of the bonus target in effect for the year in which you areterminated.  Additionally, you will bereimbursed for any COBRA payments made by you during the 6 month periodfollowing your termination.  Involuntarytermination does not include termination by reason of death or PermanentDisability.

“**PermanentDisability**” means your inability to perform the essential functionsof your position with or without reasonable accommodation for a period of 120consecutive days because of your physical or mental impairment.

“**Cause**”means a determination in the reasonable good faith of the Company that youhave: (a) engaged in any act of fraud, embezzlement or dishonesty or anyother act in violation of the law, including but not limited to, the convictionof, or pleading no lo contender to, a felony (except for ordinary trafficviolations); (b) materially breached your fiduciary duty to the Company; (c)unreasonably refused to perform the good faith and lawful instructions of theCEO (d) engaged in willful misconduct or gross negligence that has a materialadverse effect on the Company; (e) willfully breached the Employment,Confidential Information and Invention Assignment Agreement; or (f) made anywillful unauthorized use or disclosure of confidential information or tradesecrets of the Company (or any parent or subsidiary).

“**Good Reason**”means (a) you are assigned significant duties inconsistent with your currentposition in the Company or your employment terms or responsibilities arematerially diminished by the Company; (b) you are required to relocate to aregular work location that is more than 50 miles from the Company’s 

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office where you regularlywork, without your approval; (c) a material breach by the Company of itsobligations under the terms of your employment with the Company; or (d) inconnection with a Change of Control, you report to someone other than the CEOof the parent or successor entity.

As a Company employee, you will also be eligible toreceive all employee benefits, which will include health care (medical, vision,prescription drug, dental, hospital) and life and disability insurance (life,accidental death and dismemberment, long term disability, short termdisability), vacation (paid time off) of 20 days per annum and 12 publicholidays in accordance with the company’s published schedule, etc.  You should note that the Company reserves theright to modify compensation and benefits from time to time, as it deemsnecessary.

You should beaware that your employment with the Company is for no specified period andconstitutes at will employment.  As aresult, you are free to resign at any time, for any reason or for noreason.  Similarly, the Company is freeto conclude its employment relationship with you at any time, with or withoutcause, and with or without notice.

For purposes offederal immigration law, you will be required to provide to the Companydocumentary evidence of your identity and eligibility for employment in theUnited States.  Such documentation mustbe provided to us during your Orientation period (schedule to be confirmed), orour employment relationship with you may be terminated.

You agree that, duringthe term of your employment with the Company, you will not actively engage inany other employment, occupation, consulting or other business directly or indirectlyrelated to the business in which the Company is now involved or becomesinvolved during the term of your employment, nor will you engage in any otheractivities that conflict with your obligations to the Company*.*

As a Companyemployee, you will be expected to abide by the Company’s rules and regulations.You will be expected to sign and comply with an Employment, ConfidentialInformation and Invention Assignment Agreement (the “Employee NDA”) thatrequires, among other provisions, the assignment of patent rights to anyinvention made during your employment at the Company and non-disclosure ofproprietary information.  Your employmentwill be contingent upon and not be deemed effective until you have executed andreturned the Employee NDA to the Company.

As provided in theEmployee NDA, in the event of any dispute or claim relating to or arising outof our employment relationship, you and the Company agree that all suchdisputes shall be fully and finally resolved by binding arbitration conductedby the American Arbitration Association in San Mateo County, California (orsome other mutually agreed upon location) under the National Rules for theResolution of Employment Disputes.  TheCompany agrees to pay 

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the fees and costsof the arbitrator.   However, as alsoprovided in the Employee NDA, we agree that this arbitration provision shallnot apply to any disputes or claims relating to or arising out of the misuse ormisappropriation of the other party’s trade secrets or proprietary information.

To indicate youracceptance of the Company’s offer, please sign and date this letter before July 24, 2006 in the spaceprovided below and return it to me.  Aduplicate original is enclosed for your records.  This letter, along with the agreementrelating to proprietary rights between you and the Company, sets forth theterms of your employment with the Company and supersedes any priorrepresentations or agreements, whether written or oral.  This letter may not be modified or amendedexcept by a written agreement, signed by an officer of the Company and you.

Welook forward to working with you.
|        | Sincerely,               |
|--------|--------------------------|
|   |                     |
|   | /s/ Joshua  Pickus       |   |
|   |                     |
|   | Joshua Pickus            |
|   | Chief Executive  Officer |
|   | SupportSoft              |

 

###### By signing this Offer Letter, I hereby accept, acknowledge and agree tothe terms and conditions as stated above.

| On this day of 7/21, 2006 |
|---------------------------|
|                      |   |
| /S/ Robert  Barnum        |   |
| Robert Barnum             |   |
|                      |   |
| August 1, 2006            | ** ** |
| Start Date                |   |
|                      |   |
| Enclosures:               | Duplicate Original Letter |
|                      | Employment,  Confidential Information and |
|                      | Invention  Assignment Agreement (To be supplied) |
|                      | Benefits Summary |
|                      | Travel Policy |
|                           |  |  |  |

 

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