**EXHIBIT10.36**

 

**STRATEGICPARTNERSHIP AGREEMENT**

 

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

 

Upon execution of this agreement by all parties, each shall workdiligently to ensure overall approval for the “Wiring the Border” project. Eachparty shall individually and collectively acknowledge their duties andresponsibilities to the project and their respective commitments thereto, asoutlined below.  Each executive agreesto make himself reasonably available for interviews and meetings regarding theaspects of the project which pertain to his company’s duties andresponsibilities.

 

Upon project funding and based upon the current business model for thee-Marketplace, a revenue sharing agreement for the sharing of ongoing revenuesfrom the e-Marketplace will be developed. The revenue sharing agreement will be drafted and executed by allparties within 30 days of project funding. This revenue sharing agreement would be considered an attachment to thisStrategic Partnership Agreement.

 

**Definitions**

 

**1.****             ****PurchaseSoft, Inc.**

PurchaseSoft, Inc., a Delawarecorporation, is a software company, which has specialized in procurementsoftware and has been in operation for 24 years.

 

**2.****             ****USMCOC**

A group of distinguished Mexicanand U.S. businessmen established the United States-Mexico Chamber of Commerce(USMCOC) in 1973 as a 501 (c) (6) non-profit business association chartered inWashington D.C.  The coalition ofbusinessmen created a bilateral organization to promote trade, investment, andjoint ventures on both sides of the border. Now in its third decade of operation, the Chamber has grown into aunique non-profit corporation operating through 12 offices in Mexico and theUnited States. All chapters and offices, with strong local membership andinternational contacts, help businesses bridge differences in legal, regulatoryand economic systems, as well as language and culture.

 

**3.****             ****Cornerstone Communications, LLC**

Cornerstone Communications is abusiness development organization.  Thepartners that comprise Cornerstone bring domain knowledge in the areas ofprint/graphic arts, financial services, and government among others and haveacted in senior advisory roles and leadership positions for variouscorporations and agencies. Additionally, each of these individuals has acquired and maintainedvaluable business relationships during the normal course of business, includingdeep corporate and governmental relationships in Mexico and Latin America.  Cornerstone’s objective is to create valuefor its clients by leveraging these capabilities in an advisory and businessdevelopment role.  Cornerstone iscurrently under contract with the U.S. – Mexican Chamber of Commerce.

 

**Duties and Responsibilities**

 

# **1.**              PurchaseSoft,Inc.

PurchaseSoft’s duties andresponsibilities will be primarily that of a “Solutions/Technology”provider.  Contingent upon securing atleast $24,000 in funding for the project (“Project Funding”), PurchaseSoft willprovide their products and product knowledge, free of charge, to create ane-marketplace environment for the Partnership. The products utilized will be V3, and/ or Source Smart if required, asupdate or improved from time to time. Contingent upon Project Funding, PurchaseSoft will be first to recoupexpenses associated with this project at $24,000.00 for the expense of thesupport and maintenance of V3 and/or Source Smart software, as outlined in **Attachment A – PurchaseSoft, Inc. Software MaintenanceAgreement.**

 

# **2.**              USMCOC

TheUSMCOC will essentially provide the membership community for the e-marketplaceenvironment. USMCOC will promote and diligently facilitate usage of themarketplace among its membership and other affiliate organizations.

 

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# **3.**              CornerstoneCommunications, LLC

CornerstoneCommunications will facilitate communications and mange the overallrelationship between PurchaseSoft and the USMCOC.  This project includes but is not limited to the e-marketplacewhich PurchaseSoft, USMCOC, and Cornerstone will create. Cornerstone willprovide business development and marketing expertise to diligently promote the“Wiring the Border” project through activities that may include developing andmanaging seminars, mailings, and additional promotional activities to be paidfor and supported by the Chamber and/or PurchaseSoft as agreed to from time totime.

 

 
| ***Agreed and  accepted by;***      |                     |                   |
|-------------------------------------|--------------------------|------------------------|
|                                |                     |                   |
|                                |                     |                   |
| **Cornerstone Communications, LLC** |                     | **PurchaseSoft, Inc.** |
|                                |                     |                   |
| By:                                 | /s/ Virgil K. Horton Jr. |                   |   | By: | /s/ Steven A. Flagg |   |
| Title:                              | Chairman, President, CEO |                   | Title: | President & CEO |
| Date:                               | 12/01/2003               |                   | Date: | 11/20/2003 |
|                                |                     |                   |
| **USMCOC**                          |                     |                   |
|                                |                     |                   |
| By:                                 | /s/ Al Zapanta           |                   |   |   |
| Title:                              | President & CEO      |                   |   |
| Date:                               | 12/02/2003               |                   |   |
|                                     |                          |                        |  |  |  |  |  |

 

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