0001104659-04-001030 Sample Contracts

PURCHASESOFT, INC. COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • January 15th, 2004 • Purchasesoft Inc • Services-prepackaged software • California

This Warrant (the “Warrant”) entitles Joe Lopez (the “Holder”), for value received, to purchase from PURCHASESOFT, INC., a Delaware corporation (the “Company”), at any time during the period starting from December 1st, 2003 (the “Commencement Date”), to 5:00 p.m., Delaware time, on May 31st , 2004 (the “Expiration Date”), at which time this Warrant shall expire and become void, 100,000 shares of the Company’s common stock, $0.01 par value per share (the “Stock”), subject to adjustment as set forth herein (the “Warrant Shares”). This Warrant shall be exercisable at the price per share as determined in Section 1 hereof, subject to adjustment as set forth herein (the “Exercise Price”). This Warrant also is subject to the following terms and conditions:

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STRATEGIC PARTNERSHIP AGREEMENT
Strategic Partnership Agreement • January 15th, 2004 • Purchasesoft Inc • Services-prepackaged software

The following describes the companies, duties and responsibilities of the Strategic Partnership between PurchaseSoft Inc, The United States Mexico Chamber of Commerce (USMCOC) and Cornerstone Communications, LLC.

CORNERSTONE BUSINESS DEVELOPMENT AGREEMENT
Cornerstone Business Development Agreement • January 15th, 2004 • Purchasesoft Inc • Services-prepackaged software

This LETTER AGREEMENT (the “Letter”) is entered into effective 11/20/2003 (the “Effective Date”) between PURCHASESOFT, INC., a Delaware corporation (“PurchaseSoft”), and CORNERSTONE COMMUNICATIONS L.L.C., a Delaware limited liability company (“CORNERSTONE”). In consideration of Cornerstone beginning the Business Development efforts contemplated hereby, the obligations in this letter, including without limitation the equity and revenue sharing compensation to Cornerstone, are intended to be binding. The parties intend to further specify these agreements in more detailed, written definitive agreements incorporating the terms and other provisions customary for transactions of this type to be entered into by the parties with respect to the subject matter of this Letter (the “Agreements”) within 30 days of the Effective Date, unless otherwise agreed upon in writing.

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