**Exhibit 31.2**

 

**CERTIFICATIONS**

 

I, ThomasB. Marsh, certify that;

 

1.                                       I have reviewed this quarterly report onForm 10-QSB of PurchaseSoft, Inc.;

 

2.                                       Based on my knowledge, this quarterly report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this quarterly report;

 

3.                                       Based on my knowledge, the financial statements,and other financial information included in this quarterly report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisquarterly report;

 

4.                                       The registrant’s other certifying officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:

 

a.                                       Designed such disclosure controls and proceduresto ensure that material information relating to her registrant, including itsconsolidated subsidiaries, is make known to us by others within those entitiesparticularly during the period in which this quarterly report is being prepared;

 

b.                                      Evaluated the effectiveness of the registrant’sdisclosure controls and procedures as of a dated within 90 days prior tothe filing date of this quarterly report (the “Evaluation Date”); and

 

c.                                       Presented in this quarterly report our conclusionsabout the effectiveness of the disclosure controls and procedures based on ourevaluation as of the Evaluation Date;

 

5.                                       The registrant’s other certifying officers and Ihave disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

a.                                       All significant deficiencies in the design oroperation of internal controls which cold adversely affect the registrants’ability to record, process, summarized and report financial data and haveidentified for the registrants auditors any material weaknesses in internalcontrols: and

 

b.                                      Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal controls: and

 

6.                                       The registrant’s other certifying officers and Ihave indicated in this quarterly report whether or not their were significantchanges in internal controls or in other factors that could significantlyaffect internal controls subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 
| Date: October 14, 2003 | /s/ Thomas B. Marsh               |   |
|------------------------|-----------------------------------|--------|
|                   |                              |
|                   | Thomas B. Marsh                   |
|                   | Secretary, Treasurer and Director |

 

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