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                                                                    EXHIBIT 10.1



                         MANAGEMENT CONSULTING AGREEMENT


         This Management Consulting Agreement ("Agreement") is entered into this
15th day of August, 2000, by and between PurchaseSoft, Inc., a corporation
organized and existing under the laws of the State of Delaware and having a
principal place of business at 1 Research Drive, Suite 101B, Westborough, MA
01581("Client"), and Donald LaGuardia, an individual having a principal place of
business at Room 5425, 30 Rockefeller Plaza, New York, New York 10112
("Consultant").

1.  PERFORMANCE BY CONSULTANT

         Consultant agrees to provide management consulting services to Client
as may be necessary to completely discharge the duties of the offices of
President and Chief Executive Officer for PurchaseSoft, Inc. Consultant agrees
to devote substantially all of his attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities attendant to these offices, to use his reasonable
best efforts to perform faithfully and efficiently such responsibilities.


2.  PAYMENT FOR SERVICES

         a. FEES, PRICE PROTECTION. Client agrees to pay Consultant for the
management consulting services, the sum of $1.00 (U.S.) per month plus other
good and valuable consideration. The fees as specified herein are the total fees
and charges for the services and will not be increased during the term of this
Agreement except as the parties may agree in writing.

         b. OUT-OF-POCKET EXPENSES. Consultant shall be reimbursed for all
reasonable out-of-pocket expenses including, but not limited to, meals, suitable
short-term housing, and transportation expenses such as gas and mileage.
Consultant shall follow Client's standard practices in the submission of all
claims for reimbursement.

         c. GRANT OF NON-STATUTORY STOCK OPTION. Consultant shall be granted a
non-statutory stock option from the Client's 1997 Stock Option Plan to purchase
150,000 shares of common stock. The strike price per share shall be a price
equal to the closing price of the stock on August 15, 2000. The shares granted
by this option shall be fully vested upon their grant date.

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3.  RIGHTS IN DATA AND WORKS

         a. OWNERSHIP. Consultant agrees that Client is the owner of all right,
title and interest in all computer programs, including any source code, object
code, enhancements and modifications, all files, including input and output
materials, all documentation related to such computer programs and files, all
media upon which any such computer programs, files and documentation are located
(including tapes, disks and other storage media) and all related material that
are used by, developed for, or paid for by Client in connection with the
performance of any services provided by Consultant before or after the date set
forth above.

         b. PROPRIETARY RIGHTS. In no way limiting Section 3.a above, Consultant
agrees that all copyrights and other proprietary rights in computer programs,
files, documentation, and related materials that are paid for by Client or
developed by Consultant in connection with this Agreement are owned by Client
and Consultant hereby assigns to Client all right, title and interest in such
copyrights and other proprietary rights.


4.  TERMINATION

         a. COMMENCEMENT AND RENEWAL. This Agreement shall commence on the date
set forth above and shall remain in effect for six months. Thereafter, this
Agreement shall be renewed automatically without interruption for successive one
(1) month terms at the same terms, conditions and prices as set forth herein
except that there shall be no additional grants of options to purchase stock
without separate Board action. After the initial six month term, either party
may notify the other party, in writing, of its election not to renew, in which
event this Agreement will terminate thirty (30) days after receipt of such
notice. This Agreement may be renewed with revised terms, conditions and prices
only upon written agreement of both parties.

         b. TERMINATION. Either party, upon giving written notice to the other
party, may terminate this Agreement:

                  i. if the other party or its employees, consultants or other
agents violate any provision of this Agreement and the violation is not remedied
within thirty (30) days of the party's receipt of written notice of the
violation;

                  ii. if at any time after the commencement of the Services,
Client, in its reasonable judgment, determines that such services are
inadequate, unsatisfactory, or substantially nonconforming to the
specifications, descriptions, warranties, or representations contained herein
and the problem is not remedied within thirty (30) days of the party's receipt
of written notice describing the problem; or

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                  iii. at any time in the event the other party terminates or
suspends its business, becomes subject to any bankruptcy or insolvency
proceeding under Federal or state statute, or becomes subject to direct control
by a trustee or similar authority.

         In the event that any of the above events occurs to a party, that party
shall immediately notify the other party of its occurrence.

         c. OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or
termination of this Agreement, Consultant shall promptly return to Client all
computer programs, files, documentation, media, related material and any other
material that, pursuant to Section 3 above, is owned by Client. Expiration or
termination of this Agreement shall not relieve either party of its obligations
regarding Confidential Information under Section 5 below.

5.  CONFIDENTIAL INFORMATION

         a. NON-DISCLOSURE. Each party agrees not to use, disclose, sell,
license, publish, reproduce or otherwise make available the Confidential
Information of the other party except and only to the extent necessary to
perform under this Agreement. Each party agrees to secure and protect the other
party's Confidential Information in a manner consistent with the maintenance of
the other party's confidential and proprietary rights in the information and to
take appropriate action by instruction or agreement with its employees,
consultants or other agents who are permitted access to the other party's
Confidential Information to satisfy its obligations under this Section.

         b. DEFINITION. "Confidential Information" means a party's information,
not generally known by non-party personnel, used by the party and which is
proprietary to the party or the disclosure of which would be detrimental to the
party. Confidential Information includes, but is not limited to, the following
types of information (whether or not reduced to writing or designated as
confidential):

                  i.   work product resulting from or related to Services
performed under this Agreement;

                  ii.  a party's computer software, including documentation;

                  iii. a party's internal personnel, financial, marketing and
other business information and manner and method of conducting business;

                  iv.  a party's strategic, operations and other business plans
and forecasts;

                  v. confidential information provided by or regarding a party's
employees, customers, vendors and other contractors; and

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                  vi. the existence of a contractual relationship between the
parties except as necessary to discharge disclosure obligations mandated by the
SEC, to the limited partners of L-R Global Partners, L.P. or as otherwise agreed
by the parties.

6.  LIMITATION OF LIABILITY

         In no event shall either of the parties hereto be liable to the other
for the payment of any consequential, indirect, or special damages, including
lost profits. Client agrees to provide Consultant with coverage as an officer
under its Directors and Officers Liability Insurance Policy with respect to all
services performed by Consultant pursuant to this Agreement.

7.  ASSIGNMENT

         a.  CONSENT  REQUIRED. Consultant shall not assign or subcontract the
whole or any part of this without Client's prior written consent.

         b.  SUBCONTRACTING. Any subcontract made by Consultant with the consent
of Client shall incorporate by reference all the terms of this Agreement.
Consultant agrees to guarantee the performance of any subcontractor used in
performance of the Services.

8.  OTHER PROVISIONS

         a. STATUS AS INDEPENDENT CONTRACTOR. Consultant and Client are
contractors independent of one another and neither party's employees will be
considered employees of the other party for any purpose.

         b. APPLICABLE LAW AND FORUM. This Agreement shall be governed and
construed in accordance with the laws of the State of Massachusetts without
regard to the conflicts of laws or principles thereof.

         c. WAIVER. No waiver by Client of any breach by Consultant of any of
the provisions of this Agreement shall be deemed a waiver of any preceding or
succeeding breach of the same or any other provisions hereof. No such waiver
shall be effective unless in writing and then only to the extent expressly set
forth in writing.

         d. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between Consultant and Client.

         e. MODIFICATIONS. No modification of this Agreement shall be effective
unless in writing and signed by both parties.

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         f.   SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable under any statute or rule of law, the provision is to that extent
to be deemed omitted and the remaining provisions shall not be affected in any
way.


         IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have
read and understood each and every provision hereof, the parties have executed
this Agreement on the date first set forth above.



CLIENT:

/s/ Terry J. Bartz
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Signature
Terry J. Bartz
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Name
Vice President and General Counsel
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Title
7301 Ohms Lane, Suite 220
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Address
Edina, Minnesota 55439
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CONSULTANT:

/s/ Donald LaGuardia
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Signature
Donald Laguardia
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Name

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Title (if applicable)
Room 5425, 30 Rockefeller Plaza
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Address
New York, New York 10112
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