**EXHIBIT 10.39**

 

**THISWARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGEDHYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVEREGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND APPLICABLE STATESECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO PURCHASESOFT, INC. THATSUCH REGISTRATION IS NOT REQUIRED.**

 

December 1st, 2003

 

**PURCHASESOFT, INC.**

 

**COMMON STOCK PURCHASE WARRANT**

 

Voidafter May 31st , 2004

 

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

 

**1.****                                     ****Warrant Exercise Price. **This Warrant shall beexercisable at **$0.02 per share**, subject to adjustment as set forth herein(the “Exercise Price”).

 

**2.****                                     ****Exercise of Warrant.**Subject to the terms and conditions hereof, this Warrant may beexercised in whole or in part at any time from and after the Commencement Dateand before the Expiration Date. Exercise shall be by presentation and surrender to the Company at itsprincipal office of this Warrant and the subscription form annexed hereto,executed by the Holder, together with payment to the Company in accordance withSection 3 or 4 hereof in an amount equal to the product of the ExercisePrice multiplied by the number of Warrant Shares being purchased upon suchexercise.  It shall be a conditionprecedent to the exercise of this Warrant, in whole or in part, that the Holdershall deliver to the Company a certificate certifying that the representationsset forth in Section 10 hereof are true and correct as of the date of suchexercise.  If this Warrant is exercisedin part only, the Company shall, as soon as practicable after presentation ofthis Warrant upon such exercise, execute and deliver a new Warrant, dated thedate hereof, evidencing the right of the Holder to purchase the balance of theWarrant Shares purchasable hereunder upon the same terms and conditions hereinset forth.  Upon and as of receipt bythe Company of such properly completed and duly executed purchase formaccompanied by payment as herein provided, the Holder shall be deemed to be theHolder of record of the Warrant Shares issuable upon such exercise,notwithstanding that the stock transfer books of the Company shall then beclosed or that certificates representing such Warrant Shares shall not thenactually be delivered to the Holder.

 

**3.****                                     ****Payment of Exercise Price.**  The Exercise Price for theWarrant Shares being purchased may be paid in cash, by check or wire transfer.

 

**4.****                                     ****Net Issue Exercise.**  Notwithstanding any provisionother than Section 2.2 to the contrary, in lieu of exercising this Warrantfor cash or cancellation of indebtedness, the Holder may elect by the surrenderof this Warrant, or a portion of this Warrant, to the Company at the principaloffice of the Company, with the net issue exercise notice annexed hereto dulyexecuted, to receive, without the payment by the Holder of any additionalconsideration, such number of fully paid and nonassessable Warrant Shares as iscomputed using the following formula:

 

***X = Y(A-B)***

***A***

 

where:                                                             X=                             the number of Warrant Shares to be issued tothe Holder pursuant to this Section 4.

 

Y =                              the number of shares of Stock covered by this Warrant or, if only aportion of the Warrant is being exercised, the number of shares of Stock forwhich the Warrant is then being exercised pursuant to

 

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the net issue exerciseelection made pursuant to this Section 4 (at the date of suchcalculation).

 

A =                            the fair market value of one share of Stock (at the date of suchcalculation).

 

B =          theExercise Price in effect under this Warrant at the time the net issue exerciseelection is made pursuant to this Section 4.

 

Forthe purposes of this Section 4, the fair market value of one share ofStock as of a particular date (the “Determination Date”) shall be determined bythe Company’s Board of Directors in good faith; provided, however, that(i) if, as of the Determination Date, there has been a public market forthe Stock for at least 11 trading days, the fair market value per share shallbe the average of the closing prices (or bid prices if there are no suchclosing prices) of the Stock quoted in the over-the-counter market summary orthe closing price quoted on the Nasdaq National Market or on the primarynational securities exchange on which the Stock is then listed, whichever isapplicable, as published in the New York City Edition of the Wall StreetJournal (or, if not so reported, as otherwise reported by the Nasdaq NationalMarket) for the 10 trading days prior to the Determination Date; and(ii) if the Determination Date is the date on which the Stock is firstsold by the Company in a firm commitment public offering under the SecuritiesAct of 1933, as amended (the “Act”), or if there has been a public market forthe Stock for fewer than 11 trading days, the fair market value shall be theinitial public offering price (before deducting commissions, discounts orexpenses).

 

**5.****                                     ****Adjustment of Exercise Price**.  TheExercise Price shall be subject to adjustment from time to time upon thehappening of certain events as follows:

 

**5.1.****                           ****Subdivision or Combination of Stock.**  Ifat any time or from time to time after the Commencement Date, the Company shallsubdivide its outstanding shares of Stock, the Exercise Price in effect immediatelyprior to such subdivision shall be reduced proportionately and the number ofWarrant Shares (calculated to the nearest whole share) shall be increasedproportionately, and conversely, in the event the outstanding shares of Stockshall be combined into a smaller number of shares, the Exercise Price in effectimmediately prior to such combination shall be increased proportionately andthe number of Warrant Shares (calculated to the nearest whole share) shall bedecreased proportionately.

 

**5.2****                              ****Adjustment for Stock Dividends.**  Ifat any time after the Commencement Date the Company shall declare a dividend ormake any other distribution upon any class or series of stock of the Companypayable in shares of Stock or securities convertible into shares of Stock, theExercise Price and the number of shares to be obtained upon exercise of thisWarrant shall be adjusted proportionately to reflect the issuance of any sharesof Stock or convertible securities, as the case may be, issuable in payment ofsuch dividend or distribution.

 

**5.3****                              ****Reorganization, Reclassification, Consolidation, Merger orSale.**  In the event of any reorganization of thecapital stock of the Company, a consolidation or merger of the Company withanother corporation (other than a merger in which the Company is the survivingcorporation), the sale of all or substantially all of the Company’s assets orany transaction involving the transfer of a majority of the voting power overthe capital stock of the Company effected in a manner such that holders ofStock shall be entitled to receive stock, securities, or other assets orproperty, in each case, at any time after the Commencement Date, then, as acondition of such reorganization, reclassification, consolidation, merger, saleor transaction, lawful and adequate provision shall be made whereby the Holderhereof shall have the right to purchase and receive (in lieu of the sharesof the Stock of the Company immediately theretofore purchasable andreceivable upon the exercise of the rights represented hereby) such shares ofstock, securities or other assets or property as may be issued or payable withrespect to or in exchange for a number of outstanding shares of such Stockequal to the number of shares of such Stock immediately theretofore purchasableand receivable upon the exercise of the rights represented hereby.  In any such reorganization, consolidation,merger, sale or transaction, including successive events of such nature,appropriate provision shall be made with respect to the rights and interests ofthe Holder such that the provisions hereof (including, without limitation,provisions for adjustments of the Exercise Price and of the number of sharespurchasable and receivable upon the exercise of this Warrant) thereafter shallbe applicable, as nearly practicable, in relation to any shares of stock,securities or assets thereafter deliverable upon the exercise hereof.

 

**5.4****                              ****Issuance of Additional Shares**.  TheExercise Price shall be subject to adjustment upon the issuance of Stock orConvertible Securities so long as any Warrant is then issued and outstanding.

 

**(a)****                                 ****Special Definitions.**  For purposes of thisSection 5.4, the following definitions shall apply:

 

(**1)**                                 “Option” shall mean contractual rights,options or warrants to subscribe for, purchase or otherwise acquire eitherStock or Convertible Securities.

 

**(2)**                                 “Convertible Securities” shall mean anyevidences of indebtedness, shares (other than Stock and Options) or othersecurities directly or indirectly convertible into or exchangeable for Stock.

 

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**(3)**                                 “Additional Shares of Stock” shall mean allshares of Stock issued (or, pursuant to Section 5.4(c), deemed to beissued) by the Company after the Commencement Date, other than shares of Stockissued or issuable:

 

**(i)****                                   **pursuant to Options or Convertible Securitiesoutstanding on the Commencement Date;

 

**(ii)****                               **to directors, officers or employees of, orconsultants to, the Corporation pursuant to a stock grant or option plan orother employee stock incentive program (collectively, the “Plans”) approved bythe Board of Directors, subject to adjustment for all subdivisions andcombinations;

 

**(iii)****                           **as a dividend or distribution on the Warrantor any event for which adjustment is made pursuant to Section 5 hereof; or

 

**(iv)****                              **by way of dividend or other distribution onshares excluded from the definition of Additional Shares of Stock by theforegoing clauses (i), (ii) or (iii) or this clause (iv) or on shares of Stockso excluded.

 

**(b)****                                 ****No Adjustment of Exercise Price.**  Noadjustment of the Exercise Price shall be made in respect of the issuance ofAdditional Shares of Stock unless the consideration per share for an AdditionalShare of Stock issued or deemed to be issued by the Company is less than theExercise Price in effect on the date of, and immediately prior to, the issue ofsuch Additional Shares of Stock.

 

**(c)****                                 ****Issuance of Securities Deemed to be an Issuance of AdditionalShares of Stock.**

 

**(1)****                                ****Options and Convertible Securities.**  Inthe event the Company at any time or from time to time after the CommencementDate shall issue any Options or Convertible Securities or shall fix a recorddate for the determination of holders of any class of securities entitled toreceive any such Options or Convertible Securities, then the maximum number ofshares (as set forth in the instrument relating thereto without regard to anyprovisions contained therein for a subsequent adjustment of such number) ofStock issuable upon the exercise of such Options or, in the case of ConvertibleSecurities and Options therefor, the conversion or exchange of such ConvertibleSecurities, shall be deemed to be Additional Shares of Stock issued as of thetime of such issue or, in case such a record date shall have been fixed, as ofthe close of business on such record date, provided that in any such case inwhich Additional Shares of Stock are deemed to be issued:

 

**(i)**                                    no further adjustment in the Exercise Priceshall be made upon the subsequent issue of Convertible Securities or shares ofStock upon the exercise of such Options or conversion or exchange of suchConvertible Securities;

 

**(ii)****                               **if such Options or Convertible Securities bytheir terms provide, with the passage of time or otherwise, for any increase ordecrease in the consideration payable to the Company or in the number of sharesof Stock issuable upon the exercise, conversion or exchange thereof, theapplicable Exercise Price computed upon the original issue thereof (or upon theoccurrence of a record date with respect thereto), and any subsequentadjustments based thereon, shall, upon any such increase or decrease becomingeffective, be recomputed to reflect such increase or decrease insofar as itaffects such Options or the rights of conversion or exchange under suchConvertible Securities.

 

**(2)**                                 Upon the expiration of any such Options orany rights of conversion or exchange under such Convertible Securities whichshall not have been exercised, the Exercise Price computed upon the originalissue thereof (or upon the occurrence of a record date with respect thereto),and any subsequent adjustments based thereon, shall, upon such expiration, berecomputed as if:

 

**(i)**                                    in the case of Convertible Securities orOptions for Stock, the only Additional Shares of Stock issued were the sharesof Stock, if any, actually issued upon the exercise of such Options orconversion or exchange of such Convertible Securities and the considerationreceived therefor was the consideration actually received by the Company forthe issue of all such Options, whether or not exercised, plus the considerationactually received by the Company upon such exercise, or for the issue of allsuch Convertible Securities which were actually converted or exchanged, plusthe additional consideration, if any, actually received by the Company uponsuch conversion or exchange, and

 

**(ii)**                                in the case of Options for ConvertibleSecurities, only the Convertible Securities, if any, actually issued upon theexercise thereof were issued at the time of issue of such Options, and theconsideration received by the Company for the Additional Shares of Stockactually deemed to have been then issued was the consideration actuallyreceived by the Company for the issue of all such Options, whether or notexercised, plus the consideration actually received by the Company upon theissue of the Convertible Securities with respect to which such Options wereactually exercised.

 

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**(3)**                                 No readjustment pursuant to clause (2) aboveshall have the effect of increasing the Exercise Price to an amount whichexceeds the lower of (x) such Exercise Price on the original adjustmentdate, or (y) such Exercise Price that would have resulted from anyissuance of Additional Shares of Stock between the original adjustment date andsuch readjustment date.

 

**(4)**                                 In the case of any Options which expire bytheir terms not more than 30 days after the date of issue thereof, noadjustment of the Exercise Price shall be made until the expiration or exerciseof all such Options; provided, however, that this clause (4) shall not apply toOptions that are issued within 30 days of a transaction described underSection 5.4(c)(1) or (2) hereof.

 

**(d)****                                 ****Adjustment of Exercise Price Upon Issuance of AdditionalShares of Stock.**  In the event the Company shall issueAdditional Shares of Stock (including Additional Shares of Stock deemed to beissued pursuant to Section 5.4(c)) without consideration or for aconsideration per share less than the Exercise Price, then and in such event,such Exercise Price, shall be reduced, concurrently with such issue, to a price(calculated to the nearest cent) determined by multiplying the Exercise Priceby a fraction:

 

**(1)****                                **the numerator of which shall be (i) thenumber of shares of Stock outstanding immediately prior to the issuance of suchAdditional Shares of Stock (calculated on a fully diluted basis assuming theexercise or conversion of all Options or Convertible Securities which areexercisable or convertible at the time such calculation is being made), plus(ii) the number of shares of Stock which the net aggregate consideration, ifany, received by the Company for the total number of such Additional Shares ofStock so issued would purchase at the Exercise Price in effect immediatelyprior to such issuance, and

 

**(2)****                                **the denominator of which shall be (i) thenumber of shares of Stock outstanding immediately prior to the issuance of suchAdditional Shares of Stock (calculated on a fully diluted basis assuming theexercise or conversion of all Options or Convertible Securities which areexercisable or convertible at the time such calculation is being made), plus(ii) the number of such Additional Shares of Stock so issued.

 

**(e)****                                 ****Determination of Consideration.**  Forpurposes of this Section 5.4, the consideration received by the Companyfor the issue of any Additional Shares of Stock shall be computed as follows:

 

**(1)****                                ****Cash and Property.**  Such consideration shall:

 

**(i)**                                    insofar as it consists of cash, be computedat the aggregate amount of cash received by the Company excluding amounts paidor payable for accrued interest or accrued dividends;

 

**(ii)**                                insofar as it consists of property other thancash, be computed at the fair value thereof at the time of such issue, asdetermined in good faith by the Board of Directors; and

 

**(iii)**                            in the event Additional Shares of Stock areissued together with other shares or securities or other assets of the Companyfor consideration which covers both, be the proportion of such consideration soreceived, computed as provided in clauses (i) and (ii) above, as determined ingood faith by the Board of Directors.

 

**(2)****                                ****Options and Convertible Securities.**  Theconsideration per share received by the Company for Additional Shares of Stockdeemed to have been issued pursuant to Section 5.4(c)(1), relating toOptions and Convertible Securities, shall be determined by dividing:

 

**(i)**                                    the total amount, if any, received orreceivable by the Company as consideration for the issue of such Options orConvertible Securities, plus the minimum aggregate amount of additionalconsideration (as set forth in the instruments relating thereto, without regardto any provision contained therein for a subsequent adjustment of suchconsideration) payable to the Company upon the exercise of such Options or theconversion or exchange of such Convertible Securities, or in the case ofOptions for Convertible Securities, the exercise of such Options forConvertible Securities and the conversion or exchange of such ConvertibleSecurities, by

 

**(ii)**                                the maximum number of shares of Stock (as setforth in the instruments relating thereto, without regard to any provisioncontained therein for a subsequent adjustment of such number) issuable upon theexercise of such Options or the conversion or exchange of such Convertible Securities.

 

**5.5****                              ****Minimal Adjustments.**  No adjustment in the ExercisePrice subject to this Warrant shall be made if such adjustment would result ina change in the number of shares represented by this Warrant of less than oneshare (the

 

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“AdjustmentThreshold Amount”).  Any adjustment notmade because the Adjustment Threshold Amount is not satisfied shall be carriedforward and made, together with any subsequent adjustments, at such time as (a)the aggregate amount of all such adjustments is equal to at least theAdjustment Threshold Amount or (b) the Warrant is exercised.

 

**5.6****                              ****Certificate as to Adjustments.**  Uponthe occurrence of each adjustment or readjustment of the Exercise Pricepursuant to this Section 5, the Warrant shall, without any action on thepart of the holder thereof, be adjusted in accordance with this Section 5,and the Company promptly shall compute such adjustment or readjustment inaccordance with the terms hereof and prepare and furnish to the Holder acertificate setting forth such adjustment or readjustment, showing in detailthe facts upon which such adjustment or readjustment is based.

 

**6.****                                     ****Notices of Record Date.**  Upon (a) anyestablishment by the Company of a record date of the holders of any class ofsecurities for the purpose of determining the holders thereof who are entitledto receive any dividend or other distribution, or right or option to acquiresecurities of the Company, or any other right, or (b) any capitalreorganization, reclassification, recapitalization, merger or consolidation ofthe Company with or into any other corporation, any transfer of all orsubstantially all the assets of the Company, or any voluntary or involuntarydissolution, liquidation or winding up of the Company, the Company shall mailto the Holder at least 10 days, or such longer period as may be required bylaw, prior to the record date specified therein, a notice specifying (i) thedate established as the record date for the purpose of such dividend, distribution,option or right and a description of such dividend, distribution, option orright, (ii) the date on which any such reorganization, reclassification,transfer, consolidation, merger, dissolution, liquidation or winding up isexpected to become effective and (iii) the date, if any, fixed as to when theholders of record of Stock (or other securities at that time receivable uponexercise of the Warrant) shall be entitled to exchange their shares of Stock(or such other stock or securities) for securities or other propertydeliverable upon such reorganization, reclassification, transfer,consolidation, merger, dissolution, liquidation or winding up.

 

**7.****                                     ****No Dilution or Impairment**.  The Company will not, byamendment of its Certificate of Incorporation or By-Laws or through anyreorganization, transfer of assets, consolidation, merger, dissolution, issueor sale of securities or any other voluntary action, avoid or seek to avoid theobservance or performance of any of the terms of this Warrant, but will at alltimes in good faith assist in the carrying out of all such terms and in thetaking of all action as may be necessary or appropriate in order to protect therights of the Holder against dilution, or other impairment.

 

**8.****                                     ****Fractional Shares.**  The Company shall not issueany fractional shares nor scrip representing fractional shares upon exercise ofany portion of this Warrant.

 

**9.****                                     ****Representations, Warranties and Covenants**. This Warrant is issued and delivered by the Company and accepted by eachHolder on the basis of the following representations, warranties and covenantsmade by the Company:

 

**9.1****                              ****Authority. **The Company has all necessary authority toissue, execute and deliver this Warrant and to perform its obligationshereunder.  This Warrant has been dulyauthorized, issued, executed and delivered by the Company and is the valid andbinding obligation of the Company, enforceable in accordance with its terms.

 

**9.2**  **Reservationof Warrant Shares. **TheWarrant Shares issuable upon the exercise of this Warrant have been (and anysecurities issuable or deliverable upon conversion of such Warrant Shares, uponissuance or delivery, will be) duly authorized and reserved for issuance by theCompany and, when issued in accordance with the terms hereof, will be validlyissued, fully paid and nonassessable.

 

**10.****                              ****Investment Representations.**

 

**10.1****                       ****Purchase for Investment.**  The Holder represents andwarrants that it is acquiring the Warrant, and upon exercise will hold theWarrant Shares, solely for its account for investment and not with a view to orfor sale or distribution of said Warrant or Warrant Shares or any partthereof.  The Holder also representsthat the entire legal and beneficial interests of the Warrant and WarrantShares the Holder is acquiring is being acquired for, and will be held for, itsaccount only.

 

**10.2****                       ****Securities Not Registered.**  The Holder understands thatthe Warrant has not been registered under the Act on the basis that nodistribution or public offering of the stock of the Company is to beeffected.  The Holder realizes that thebasis for the exemption may not be present if, notwithstanding itsrepresentations, it has in mind merely acquiring the securities for a fixed ordeterminable period in the future, or for a market rise, or for sale if themarket does not rise.  The Holder has nosuch intention.

 

**10.3****                       ****Securities to be Held Indefinitely.**  TheHolder recognizes that the Warrant and Warrant Shares being acquired by it mustbe held indefinitely unless they are subsequently registered under the Act oran exemption from such registration is available.  The Holder recognizes that the Company has no obligation toregister the Warrant or to comply with any exemption from such registration.

 

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**10.4****                       ****Rule 144.**  The Holder is aware that neither the Warrantnor Warrant Shares may be sold pursuant to Rule 144 adopted under the Actunless certain conditions are met and until the Holder has held the WarrantShares for at least one year.  Among theconditions for use of the Rule is the availability of current information tothe public about the Company.

 

**10.5****                       ****Accredited Investor.**  The Holder represents andwarrants that it is a “accredited investor” (as such term is defined inRegulation D of the Securities Act of 1933, as amended) and understands therisks associated with an investment in the Company.

 

**11.****                              ****Transfer, Exchange, Assignment or Loss of Warrant.**

 

**11.1****                       ****Restrictions on Transfer.**  This Warrant may betransferred, in whole or in part, subject to the following restrictions.  This Warrant and the Warrant Shares or anyother securities (“Other Securities”) received upon exercise of this Warrantshall be subject to restrictions on transferability until registered under theAct, unless an exemption from registration is available.  Until this Warrant and the Warrant Shares orOther Securities are so registered, this Warrant and any certificate forWarrant Shares or Other Securities issued or issuable upon exercise of thisWarrant shall contain a legend on the face thereof, in form and substancesatisfactory to counsel for the Company, stating that this Warrant, the WarrantShares or Other Securities may not be sold, transferred or otherwise disposedof unless, in the opinion of counsel (which counsel and which opinion shall besatisfactory to the Company), the Warrant, the Warrant Shares or OtherSecurities may be transferred without such registration.

 

**11.2****                       ****Procedure for Transfer.**  Any transfer permittedhereunder shall be made by surrender of this Warrant to the Company at itsprincipal office or to the Transfer Agent at its offices with a duly executedrequest to transfer the Warrant, which shall provide adequate information toeffect such transfer and shall be accompanied by funds sufficient to pay any transfertaxes applicable.  Upon satisfaction ofall transfer conditions, the Company or Transfer Agent shall, without charge,execute and deliver a new Warrant in the name of the transferee named in suchtransfer request, and this Warrant promptly shall be canceled.

 

**11.3****                       ****Lost, Stolen or Destroyed Warrant.**  Uponreceipt by the Company of evidence satisfactory to it of loss, theft,destruction or mutilation of this Warrant and, in the case of loss, theft ordestruction, of reasonably satisfactory indemnification, or, in the case ofmutilation, upon surrender of this Warrant, the Company will execute anddeliver, or instruct the Transfer Agent to execute and deliver, a new Warrantof like tenor and date, and any such lost, stolen or destroyed Warrant thereuponshall become void.

 

**11.4****                       ****Warrant Binding Upon Assignee or Successor.**  Theterms and conditions of this Warrant shall be binding upon any permittedassignee and successor of the Holder. Any such successor or assignee shall be obligated to and shall immediatelyexecute an instrument which provides that such party is bound under the termsof this Warrant.  Any transfer,assignment or other disposition without such execution by the proposedtransferee, assignee or successor shall be null and void.

 

**12.****                              ****Issue Tax.**   The issuance of certificates for shares ofStock upon the exercise of this Warrant shall be made without charge to theHolder of the Warrant for any issue tax (other than applicable income taxes) inrespect thereof; provided, however, that the Company shall not be required topay any tax that may be payable in respect of any transfer involved in theissuance and delivery of any certificate in a name other than that of the thenHolder of the Warrant being exercised.

 

**13.****                              ****Amendment**.  The terms of this Warrant may be amended,modified or waived only with the written consent of the parties hereto.

 

**14.****                              ****Governing Law.**  This Warrant shall be governedby and construed in accordance with the laws of the State of California, assuch laws are applied to contracts entered into and wholly to be performedwithin the State of California and without giving effect to any principles ofconflicts or choice of law that would result in the application of the laws ofany other jurisdiction.

 

 

**IN WITNESSWHEREOF,** the Companyand Holder have executed this Warrant as of December 1st, 2003.

 
| **HOLDER** | **PURCHASESOFT, INC.** |
|------------|------------------------|
|       |                   |
|       |                   |
| By:        | /s/ John Zuch          |   | By: | /s/ Thomas B. Marsh |   |
|       | John Zuch              |   |   | Thomas B. Marsh |   |
|       |                   |   |   | Secretary and Treasurer |   |

 

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