**Exhibit 31.2**

 

**CERTIFICATIONS**

 

I, Thomas B. Marsh, certify that;

 

1.                                       I have reviewedthis quarterly report on Form 10-QSB of PurchaseSoft, Inc.;

 

2.                                       Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

4.                                       The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

a.                                       Designed suchdisclosure controls and procedures to ensure that material information relatingto her registrant, including its consolidated subsidiaries, is make known to usby others within those entities particularly during the period in which thisquarterly report is being prepared;

 

b.                                      Evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adated within 90 days prior to the filing date of this quarterly report(the “Evaluation Date”); and

 

c.                                       Presented inthis quarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5.                                       The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a.                                       All significantdeficiencies in the design or operation of internal controls which coldadversely affect the registrants’ ability to record, process, summarized andreport financial data and have identified for the registrants auditors anymaterial weaknesses in internal controls: and

 

b.                                      Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls: and

 

6.                                       The registrant’sother certifying officers and I have indicated in this quarterly report whetheror not their were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 
| Date: January 14, 2004 | /s/ Thomas B. Marsh               |   |
|-----------------------------|-----------------------------------|--------|
|                        |                              |
|                        | Thomas B. Marsh                   |
|                        | Secretary, Treasurer and Director |

 

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