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                                                                    EXHIBIT 10.3

AGREEMENT FOR COMPUTER CONSULTANCY SERVICES

CUSTOMER :  PURCHASE SOFT              CONTRACT  #   :
            ONE RESEARCH DRIVE         PACT  #       :
            WESTBOROUGH                EFFECTIVE DT  : 03/15/2001
            MASSACHUSETTS 01581
            U.S.A.

For the above identified CUSTOMER, Tata Infotech Limited, a company incorporated
under the Indian Companies Act, 1956, and having its registered office at Manish
Commercial Centre, 216-A, Dr. Annie Besant Road, Worli, Mumbai 400 025, India,
hereinafter called "Tata Infotech" agrees to furnish software services as
described hereunder, subject to the terms and conditions of this Agreement.

1.  THE SERVICE

    Tata Infotech undertakes to furnish to CUSTOMER at mutually agreed
    locations, all such computer consultancy, programming and testing services
    (the "Services"), as described in the "Proposal to PurchaseSoft, Inc." dated
    7th February 2001 (the "proposal") which forms an integral part of this
    contract.

2.  CHARGES, PAYMENT, TAXES AND CHANGE CONTROL

2.1   Tata Infotech agrees to perform the Phase I Services for a total firm
      fixed fee of (USD One hundred and nine thousand only) USD 109,000:

      The subsequent Phases will be reviewed at the completion of Phase I. Based
      on the confirmation of the Scope of Work after the Study, the aforesaid
      proposal will be reviewed.

      All other terms and conditions of this contract will remain unchanged.

2.2   If either party wishes to alter the Services during the term of this
      Agreement the following procedure shall apply:

          a) The party who requests the change (the "Originator") will forward
             to the other party (the "Recipient") a Change Request which shall
             include the following:

             o     Project identification;
             o     Originator's name and title;
             o     the date of the Change Request;
             o     a description of the proposed change to the Scope of Work;
             o     the reason for the proposed change.


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          b) Tata Infotech shall assign a number to and log each Change Request.

          c) All Change Requests shall be categorized by the Originator as
             Priority 1 (urgent) or Priority 2 (ordinary) or Priority 3 (post
             implementation).

          d) Tata Infotech shall investigate the impact of the Change Request on
             the price, Schedule, Scope of Work and relevant obligations under
             the Agreement (the "Impact Study") as follows:

             o     Priority 1 within 10 days
             o     Priority 2 within 30 days
             o     Priority 3 after implementation of the system.

          e) If the Customer is the Originator, the Customer shall pay Tata
             Infotech its then current charges for conducting the Impact Study.

          f) If both parties agree in writing upon the Impact Study then any
             necessary amendments to the price, Schedule, Scope of Work and
             relevant obligations under the Agreement, shall be deemed
             incorporated into the Agreement.

          g) If the parties cannot agree upon the Impact Study or the necessary
             amendments under clause (f) of this clause the Change Request will
             not be implemented.

2.3     All taxes outside India, applicable and/or related to the above fees
        payable to Tata Infotech, excluding corporation tax and franchise or any
        other tax on Tata Infotech's general income but including sales tax,
        import duty, turnover tax or any other tax including levy or charge or
        tax of any nature by whatsoever name called shall be paid and borne
        entirely by CUSTOMER.

2.4     All taxes in India, applicable and/or related to the above fees payable
        to Tata Infotech or to the items supplied by CUSTOMER, excluding
        corporation tax and franchise or other tax on CUSTOMER's general income
        but including sales tax, import duty, turnover tax, or any other tax
        including levy or charge or tax of any nature by whatsoever name called
        shall be paid and borne entirely by Tata Infotech.

2.5     All freight, insurance, duties outside India (if any) and other charges
        of deliverables to and by Tata Infotech hereunder will be borne entirely
        by CUSTOMER.

2.6     All payments by CUSTOMER to Tata Infotech are to be made by EFT
        (Electronic Funds Transfer) to the Tata Infotech Bank Account mentioned
        in the Tata Infotech invoice.


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2.7     Payment shall be made within 15 days of receipt of dated invoice which
        refers to this Agreement. In case of late payment or default by the
        CUSTOMER with respect to any payment to be made by the CUSTOMER to Tata
        Infotech under this Agreement, Tata Infotech shall have the option to
        recover from the CUSTOMER, a charge computed at the rate of 1.5% per
        month on such outstanding amount for each calendar month and for any
        fraction thereof on a pro-rata basis, while such amount remains
        outstanding. Tata Infotech shall have this option in addition to its
        right to terminate this Agreement in accordance with the provisions of
        Clause 9 hereunder.

3.  PERFORMANCE OF SERVICES

    The completion of the project is the responsibility of Tata Infotech and
    project personnel will at all times remain under the supervision and control
    of Tata Infotech. Tata Infotech reserves the right to assign personnel to
    perform the Services and agrees to assign personnel who are, in Tata
    Infotech's judgement, qualified to complete the Services requested.

4.  ACCEPTANCE AND WARRANTY

4.1     Tata Infotech's sole warranty hereunder is that the software and
        documentation developed and delivered to the CUSTOMER ("Deliverable/New
        Agreement Material") shall conform substantially to the specification
        mutually agreed upon in writing. This warranty shall extend to CUSTOMER
        alone and no other

4.2     Within thirty (30) days or as stated in the proposal, whichever is
        earlier, of delivery of each item specified as a Deliverable, if any,
        CUSTOMER shall test the Deliverable to determine its conformance with
        agreed specifications or as specified in the revised proposal. The
        testing criteria shall be developed jointly by CUSTOMER and Tata
        Infotech. Tata Infotech shall hold itself ready to respond immediately
        in the event any nonconformity is discovered.

4.3     Upon the successful completion of testing of the final Deliverable,
        CUSTOMER shall notify Tata Infotech in writing of its Acceptance of all
        Deliverables. Failure to complete testing of Deliverables by CUSTOMER or
        non-intimation to Tata Infotech in writing of any non-conformity within
        thirty (30) days of delivery shall be deemed as Acceptance by CUSTOMER
        of the Deliverables. Upon Acceptance Tata Infotech's responsibility
        shall end.


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4.4     SAVE AS PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES EXPRESS OR
        IMPLIED BY OPERATION OF LAW OR OTHERWISE, CONCERNING THE SERVICES,
        SOFTWARE AND SOFTWARE MODIFICATIONS AND DOCUMENTATION PROVIDED, TATA
        INFOTECH DISCLAIM THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS
        FOR PURPOSE, AND FURTHER DISCLAIM ANY AND ALL RESPONSIBILITY FOR LOSS OF
        DATA OR OTHER UNINTENDED CONSEQUENCES AS A RESULT OF PROVIDING SERVICES
        UNDER THIS AGREEMENT.

5.  TITLE AND LICENSE

5.1    Customer acknowledges that Tata Infotech owns or have the right to use
       any Pre Existing Intellectual Property for providing Services under this
       Agreement. Pre Existing Intellectual Property means materials / software
       / ideas / design etc. in which TATA INFOTECH has ownership rights through
       trade marks, copyrights, trade secrets and or patent either prior to
       entering into this Agreement or at the time of using the same for the
       purposes of this Agreement. Property Rights into such Pre Existing
       Intellectual Property and any modifications or improvements to the
       Pre-Existing Intellectual Property shall vest in the owner of the Pre
       Existing Intellectual Property. Tata Infotech acknowledges that Customer
       owns or has the right to use the Customer's Pre Existing Intellectual
       Property and that any modifications or improvements to the Customer's
       Pre-Existing Intellectual Property shall vest in the Customer.

5.2  TATA INFOTECH agrees that upon completion or termination of this Agreement,
     for whatever cause and without regard to whether the [Deliverables/New
     Agreement Material] has been completed, on full payment of all monies due
     to TATA INFOTECH, one copy of all notebooks, data, information and other
     material acquired or compiled by TATA INFOTECH in respect to the services
     or [Deliverables/New Agreement Material], including source code, object
     code and technical documentation, shall be delivered to the CUSTOMER.

5.3  Full and exclusive rights and ownership in the [Deliverables/New Agreement
     Material] and in any and all related letters patent, trademarks,
     copyrights, trade secrets, Confidential Information, and any other
     proprietary rights which TATA INFOTECH possesses or is entitled to in the
     [Deliverables/New Agreement Material] shall vest in and is hereby assigned
     to the CUSTOMER as of the date of acceptance. Except as provided in this
     Agreement, TATA INFOTECH shall retain no right, ownership or title in the
     [Deliverables/New Agreement Material] or in any related letters patent,
     trademarks, copyrights, trade secrets, Confidential Information or any
     other proprietary rights. The parties hereto agree that the
     [Deliverables/New Agreement Material] and all such rights are being sold in
     their entirety to CUSTOMER for whatever use it desires, and nothing
     contained herein shall be deemed to construe a mere license or franchise in
     the CUSTOMER.


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5.4  Should CUSTOMER or any of its agents or representatives seek to obtain
     letters patent, trademarks, or copyrights in any country of the world on
     all or part of the [Deliverables/New Agreement Material], TATA NFOTECH
     agrees to cooperate fully without compensation (at the cost of the
     CUSTOMER) in providing information, completing forms, performing actions
     and obtaining the necessary signatures or assignments required to obtain
     such letters patent, trademarks or copyrights.

5.5  Tata Infotech hereby grants an indefinite, non transferable, non-exclusive
     license to the Customer to use any Deliverables which are developed as a
     result of Tata Infotech providing the Services during the terms of this
     Agreement ("New Agreement Material"). The CUSTOMER shall have all the
     rights for such "New Agreement Material". Further if such "New Agreement
     Material" contains use of any Pre-Existing Intellectual Property of TATA
     INFOTECH, then TATA INFOTECH shall assign all rights for such Pre-Existing
     Intellectual Property to the CUSTOMER. However, Tata Infotech does not
     grant the Customer the right to use the Pre-Existing Intellectual Property
     independently of, or to the extent that they are capable of being separated
     from, the Deliverables. Further all Intellectual Property Rights in the New
     Agreement Material shall vest in CUSTOMER.

6.  FORCE MAJEURE

       Neither party shall be liable to the other for any delay in or failure
of, performance of their respective obligations under this agreement caused by
occurrences beyond the control of the party (as the case may be). However, if
such delay exceeds thirty (30) days, either party shall have the option,
exercisable by written notice, to cancel this Agreement pursuant to Clause 9.

7.  DURATION OF THE AGREEMENT

    This Agreement shall be effective for a period of 03/15/2001, from
    03/14/2002 but shall continue until completion by both parties of their
    obligations hereunder.

8.  GOVERNING LAW

    This Agreement shall be governed by the laws of New York, United States of
    America.


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9.  TERMINATION OF THE AGREEMENT

9.1    Either party may terminate this Agreement at any time during the term of
       the Agreement by giving the other party sixty (60) days prior written
       notice of its intention to so terminate. However Tata Infotech shall have
       the option to terminate this Agreement forthwith if CUSTOMER is in the
       breach of clause 2.7

9.2.   The termination of this Agreement or of any renewal thereof shall
       discharge any further obligations of either party hereto with respect
       to this Agreement or of any renewal thereof; provided, however, that
       the Tata Infotech's obligations under Articles 5 hereof with respect
       to such of said services as may have been furnished prior to the
       effective date of termination shall not be discharged by such
       termination but shall remain in full force and effect and, provided
       further, that CUSTOMER's obligation hereunder to make payment to Tata
       Infotech with respect to the period prior to the effective date of
       said termination shall remain in full force and effect. Upon
       termination for any reason, customer shall promptly pay to Tata
       Infotech all outstanding dues as per agreed schedule and pro-rata
       payment for partly completed work.

10. CONFIDENTIALITY

10.1   Both parties shall keep confidential and shall not disclose or make
       available directly or indirectly to any third party any and all
       information and material that is marked "Confidential and Proprietary"
       and is communicated, or becomes available to, or accessible to the
       other party in the course of this Agreement ("Confidential
       Information").

10.2   Both parties acknowledge that the Confidential Information is the
       valuable property of the other party and that any disclosure of it
       could give rise to considerable damage to the non-disclosing party.

10.3   Neither party shall use or access the  Confidential  Information  for
       any reason except as is necessary to perform the Agreement.

10.4   Upon termination or completion of this Agreement, each party shall
       deliver to the other party any Confidential Information in their
       possession, which is capable of being delivered. Both parties shall
       delete, erase, or otherwise destroy any Confidential Information
       contained in computer memory, magnetic, optical, laser, electronic, or
       other media in its possession or control which is not capable of
       delivery to the other party.


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11. Tata Infotech EMPLOYEES

    During the period of this Agreement and two (2) years thereafter, CUSTOMER
    agrees to not employ in its services in any capacity, either directly or
    indirectly, any persons who have been employed with Tata Infotech and have
    worked on this project under this Agreement, without prior consent of Tata
    Infotech (such consent not to be unreasonably withheld or delayed in respect
    of persons not in the employment of Tata Infotech during the six months
    preceding the date of request for such consent)

12. LIMITATION OF LIABILITY

12.1     In no event shall Tata Infotech be liable to Customer in contract, tort
         or otherwise, for, or in respect of, any indirect, special, incidental
         or consequential loss or damage arising out of or in connection with or
         relating to the performance or any breach of this Agreement or any
         matter relating to this Agreement or error (whether negligent or not)
         in information supplied to Customer before or after the date of this
         Agreement in connection with its subject matter, even if Tata Infotech
         knew or should have known of the possibility of such loss.
         "Consequential loss" shall include but not be limited to loss of
         profit, data, use or goodwill (or similar financial loss), and payment
         made or due to any third party, any loss or damage caused by delay in
         the supply of the Services to be provided under this Agreement.

12.2     Tata Infotech`s liability, if any, in contract, tort or otherwise
         arising out of, or in connection with, or relating to the performance
         or any breach of this Agreement, or any matter relating to this
         Agreement, or error (whether negligent or not) in information supplied
         to Customer before or after the date of this Agreement in connection
         with its subject matter shall not exceed in total the amount paid to
         Tata Infotech under this Agreement for Services which are the subject
         matter of or directly related to the cause of action asserted during
         the 12 month period immediately prior to the cause of action arising.

12.3     Customer's sole and exclusive remedies for damages from any cause
         whatsoever will be those provided in this Agreement.

13.  CUSTOMER'S RESPONSIBILITIES AND OBLIGATIONS

13.1     The Customer's  responsibilities  and obligations include but are not
         limited to the  responsibilities  and  obligations set out in clauses
         13.2 to 13.7 and Section 6.4 of the proposal

13.2     The Customer will provide access to all relevant source code and
         documentations and will provide timely inputs to Tata Infotech to
         enable completion of the tasks in a timely manner. The Customer agrees
         to send the source code and all documentation to India in electronic
         form.


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13.3     The Customer  will be  responsible  for the  downloading  of software
         source in the appropriate format and on the required media.

13.4     The Customer shall provide mutually agreed upon acceptance criteria,
         test data, system test scripts and expected results for each program
         consistent with Article 4 hereof.

13.5     During the period(s) when Tata Infotech consultants are required at
         Customers facilities Customer will provide them with appropriate office
         space, facilities including telephone, fax and computing resources.

13.6     The Customer will be responsible for obtaining and paying for any and
         all licenses and releases for any third party materials (hardware or
         software including support) which Tata Infotech may require to
         replicate the environment in order to perform the Services.

13.7     The Customer will provide appropriate personnel as contact person to
         address and resolve any matter related with the performance of
         Services.

14. GENERAL

         NOTICE
14.1     All notices and demands hereunder shall be in writing and shall be
         deemed to have been given if delivered by hand or if forwarded by
         Registered Air Mail, or by cable, telefax or electronic mail and
         confirmed by Registered Air Mail or return cable, telex or electronic
         mail to each parties respective addresses mentioned hereinabove:

         Any such notice shall be deemed to have been duly served upon and
         received by the other party to whom it is addressed upon the date of
         receipt thereto by the other party, and in case of notice served by
         cable or telex or telefax and thereafter confirmed by Registered Air
         Mail, 7 days from the date on which the Registered Air Mail
         confirmation is posted.

         ENTIRE AGREEMENT

14.2     This Agreement including the schedules and attachment hereto
         constitutes the entire Agreement understanding and representation
         expressed or implied between the Customer and Tata Infotech with
         respect to the Products and Services and supersedes all prior conduct
         and communications both oral and written.


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         AMENDMENTS IN WRITING/WAIVER

14.3     No modifications or amendments to this Agreement or any waiver of any
         terms or conditions hereof shall be effective unless put in writing and
         signed by both parties. Any forbearance, indulgence or delay in
         enforcing any right or remedy shall not be, or be deemed to be, any
         waiver of or in any way prejudice any right or remedy of Tata Infotech
         in respect of this Agreement.

         SEVERABILITY

14.4     Each paragraph and provision of this Agreement is severable, and if any
         one or more paragraphs or provisions are declared invalid, the
         remaining provisions of this Agreement will remain in full force and
         effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written by their duly authorized representatives.

For TATA INFOTECH LTD.               For CUSTOMER

/s/  V. Subramaniam                       /s/  P. Gopalakrishnan
-------------------                       ----------------------
By  V. Subramaniam                        By  P. Gopalakrishnan


Its  Company Secretary                Its  SVP & CTO
                                           03-21-2001