**EXHIBIT 10.35**

 

**CORNERSTONEBUSINESS DEVELOPMENT AGREEMENT**

 

 

This**LETTER AGREEMENT**(the “Letter”) is entered into effective11/20/2003 (the “Effective Date”) between **PURCHASESOFT,INC.,**a Delaware corporation****(“PurchaseSoft”),and **CORNERSTONE COMMUNICATIONS L.L.C.,**aDelaware limited liability company (“CORNERSTONE”).  In consideration of Cornerstone beginning the BusinessDevelopment efforts contemplated hereby, the obligations in this letter,including without limitation the equity and revenue sharing compensation toCornerstone, are intended to be binding. The parties intend to further specify these agreements in more detailed,written definitive agreements incorporating the terms and other provisionscustomary for transactions of this type to be entered into by the parties withrespect to the subject matter of this Letter (the “Agreements”) within 30 daysof the Effective Date, unless otherwise agreed upon in writing.

 

PurchaseSoft and CORNERSTONEcontemplate entering into an Agreement, which is intended to include jointBUSINESS DEVELOPMENT.  This Letter andthe Strategic Partnership Agreement entered into on 11/20/2003 establishes theinitial basic relationship between PurchaseSoft and CORNERSTONE in marketingand selling the PurchaseSoft products and services.  Beginning with the US Mexico Chamber of Commerce (USMCOC),Cornerstone will continue to develop and expand the US/Mexico territory asmutually agreed.

 

**CORNERSTONECOMPENSATION**

 

•                  Inconsideration, Cornerstone Communications shall receive 400,000 shares ofPurchaseSoft common stock.  Thedistribution of the 400,000 shares will be structured as follows;

 

•                  Effective upon execution of theStrategic Partnership Agreement between PurchaseSoft, the USMCOC, andCornerstone Communications, LLC, 400,000 shares in stockwill be in the form of warrants and will be issued in 100,000 share incrementsto the following four individuals representing Cornerstone Communications;Virgil Horton, Joe Lopez, Albert Zapanta, and John Zuch.  The warrants will be priced at .02 cents pershare, and exercisable until May 31, 2004.

 

•                  Cornerstone willreceive 25% of PurchaseSoft revenue generated within a “territory” to bemutually defined as all participating companies in the USMCOC community.  This percent of revenue will apply toadditional “territories” to be defined and agreed to by both parties.

 
| ***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 |
|                                     |                          |                        |  |  |  |  |

 

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